Exhibit
4.4


 


DESCRIPTION
OF SECURITIES


 


REGISTERED
UNDER SECTION 12 OF THE EXCHANGE ACT


 


Provectus
Biopharmaceuticals, Inc. (“Provectus”, “we” or “our”) has one class of securities registered
under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our Common Stock.


 


Description
of Common Stock


 


The
following description of our Common Stock is a summary and does not purport to be complete. It is subject to and qualified in
its entirety by reference to our Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and
our Bylaws, as amended (the “Bylaws”), each of which is incorporated by reference as an exhibit to the Annual Report
on Form 10-K, of which this Exhibit is a part. We encourage you to read our Certificate of Incorporation, our Bylaws and the applicable
provisions of the Delaware General Corporation Law, for additional information.


 


Authorized
Shares of Capital Stock


 


Our
authorized capital stock consists of 1,000,000,000 shares of common stock, $0.001 par value per share (“Common Stock”),
and 25,000,000 shares of preferred stock, $0.001 par value per share (“Preferred Stock”). As of December 31, 2020,
398,807,037 shares of Common Stock were issued and outstanding. The outstanding shares of our Common Stock are duly authorized,
validly issued, fully paid, and nonassessable.


 


Voting
Rights


 


Holders
of Common Stock are entitled to one vote per share on all matters voted on by the stockholders, including the election of directors.
Our Common Stock does not have cumulative voting rights.


 


Dividend
Rights


 


Subject
to the rights of holders of outstanding shares of Preferred Stock, if any, the holders of Common Stock are entitled to receive
dividends, if any, as may be declared from time to time by the Company’s Board of Directors (the “Board”) in
its discretion out of funds legally available for the payment of dividends.


 


Liquidation
Rights


 


In
the event of our dissolution, liquidation or winding up, holders of our Common Stock are entitled to share ratably in any assets
remaining after the satisfaction in full of the prior rights of creditors and the aggregate liquidation preference of any Preferred
Stock then outstanding.


 




    	 



     


    

 


Other
Rights and Preferences


 


Holders
of our Common Stock do not have any conversion, redemption, sinking fund or preemptive rights.


 


Certain
Anti-Takeover Effects


 


Provisions
of our Certificate of Incorporation and Bylaws may delay or discourage transactions involving an actual or potential change of
control or change in our management, including transactions in which stockholders might otherwise receive a premium for their
shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions
could adversely affect the price of our Common Stock. Among other things, our Certificate of Incorporation and Bylaws will:


 


	 	●	permit
    our Board to issue up to 25,000,000 shares of Preferred Stock, with any rights, preferences and privileges as they may designate;
	 	 	 
	 	●	provide
    that all vacancies on our Board, including as a result of newly created directorships, may, except as otherwise required by
    law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;
	 	 	 
	 	●	require
    that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders
    and not be taken by written consent;
	 	 	 
	 	●	provide
    that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as
    directors at a meeting of stockholders must provide advance notice in writing, and also specify requirements as to the form
    and content of a stockholder’s notice;
	 	 	 
	 	●	not
    provide for cumulative voting rights, thereby allowing the holders of a majority of the shares of Common Stock entitled to
    vote in any election of directors to elect all of the directors standing for election; and
	 	 	 
	 	●	provide
    that special meetings of our stockholders may be called only by the Board or by such person or persons requested by a majority
    of the Board to call such meetings.


 


Preferred
Stock


 


The
rights, preferences and privileges of the holders of our Common Stock are subject to, and may be adversely affected by, the rights
of the holders of shares of any series of Preferred Stock that we have designated and issued, or may designate and issue in the
future. Under our Certificate of Incorporation, we are authorized to issue up to 25,000,000 shares of Preferred Stock, from time
to time in one or more series, in any manner permitted by law, as determined from time to time by our Board, and stated in the
resolution or resolutions providing for the issuance of such shares adopted by our Board. Without limiting the generality of the
foregoing, shares in such series shall have voting powers, full or limited, or no voting powers, and shall have such designations,
preferences and relative, participating, optional, or other special rights, and qualifications, limitations, or restrictions thereof,
permitted by law, as shall be stated in the resolution or resolutions providing for the issuance of such shares adopted by our
Board. The number of shares of any such series so set forth in the resolution or resolutions may be increased (but not above the
total number of authorized shares of Preferred Stock) or decreased (but not below the number of shares thereof then outstanding)
by further resolution or resolutions adopted by the Board. As of December 31, 2020, 100 shares of Series B Preferred Stock were
issued and outstanding.


 


Series
B Convertible Preferred Stock


 


The
following summary of certain terms and provisions of the Series B Preferred Stock is subject to, and qualified in its entirety
by reference to, the terms and provisions set forth in our certificate of designation of preferences, rights and limitations of
the Series B Preferred Stock, which is incorporated by reference as an exhibit to the Annual Report on Form 10-K, of which this
Exhibit is a part (the “Certificate of Designation”).


 




    	 



     


    

 


Our
Series B Preferred Stock is convertible into shares of our Common Stock (subject to the beneficial ownership limitations as provided
in the related Certificate of Designation), at the Adjusted Conversion Price equal to $0.0533 per share of Common Stock, subject
to adjustment as provided in the Certificate of Designation, at any time at the option of the holder prior to the fifth anniversary
of the date of issuance, at which time all shares of outstanding Series B Preferred Stock shall automatically and without any
further action by the holder be converted into shares of our Common Stock at the then effective conversion price, provided that
the holder will be prohibited from converting Series B Preferred Stock into shares of our Common Stock if, as a result of such
conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of our Common Stock
then issued and outstanding. However, any holder may increase or decrease such percentage to any other percentage not in excess
of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to us.


 


The
holders of Series B Preferred Stock will be entitled to receive cumulative dividends at the rate per share of 8% per annum of
the stated value per share, until the fifth anniversary of the date of issuance of the Series B Preferred Stock. The dividends
become payable, at our option, in either cash, out of any funds legally available for such purpose, or in shares of Common Stock,
(i) upon any conversion of the Series B Preferred Stock, (ii) on each such other date as our Board may determine, subject to written
consent of the holders of Series B Preferred Stock holding a majority of the then issued and outstanding Series B Preferred Stock,
(iii) upon our liquidation, dissolution or winding up, and (iv) upon occurrence of a fundamental transaction, including any merger
or consolidation, sale of all or substantially all of our assets, exchange or conversion of all of our Common Stock by tender
offer, exchange offer or reclassification; provided, however, that if Series B Preferred Stock is converted into shares of Common
Stock at any time prior to the fifth anniversary of the date of issuance of the Series B Preferred Stock, the holder will receive
a make-whole payment in an amount equal to all of the dividends that, but for the early conversion, would have otherwise accrued
on the applicable shares of Series B Preferred Stock being converted for the period commencing on the conversion date and ending
on the fifth anniversary of the date of issuance, less the amount of all prior dividends paid on such converted Series B Preferred
Stock before the date of conversion. Make-whole payments are payable at our option in either cash, out of any funds legally available
for such purpose, or in shares of Common Stock.


 


With
respect to any dividend payments and make-whole payments paid in shares of Common Stock, the number of shares of Common Stock
to be issued to a holder of Series B Preferred Stock will be an amount equal to the quotient of (i) the amount of the dividend
payable to such holder divided by (ii) the conversion price then in effect. Because the conversion price in effect on the Price
Reset Date exceeded 85% of the average of the 45 lowest volume weighted average trading prices of the Common Stock during the
period commencing on the date of issuance of the Series B Preferred Stock and ending on the Price Reset Date, the conversion price
was reset to the Adjusted Conversion Price and shall be further subject to adjustment as provided in the Certificate of Designation.
In either case, if a holder of Series B Preferred Stock converted its shares of Series B Preferred Stock prior to any such price
reset event, then such holder was entitled to receive shares of Common Stock equal to the difference between the conversion price
and the Adjusted Conversion Price.


 


In
the event of our liquidation, dissolution, or winding up, holders of our Series B Preferred Stock will be entitled to receive
the amount of cash, securities or other property to which such holder would be entitled to receive with respect to such shares
of Series B Preferred Stock if such shares had been converted to Common Stock immediately prior to such event (without giving
effect for such purposes to the 4.99% or 9.99% beneficial ownership limitation, as applicable) subject to the preferential rights
of holders of any class or series of our capital stock specifically ranking by its terms senior to the Series B Preferred Stock
as to distributions of assets upon such event, whether voluntarily or involuntarily.


 


The
holders of the Series B Preferred Stock have no voting rights, except as required by law. Any amendment to our Certificate of
Incorporation, Bylaws or Certificate of Designation that adversely affects the powers, preferences and rights of the Series B
Preferred Stock requires the approval of the holders of a majority of the shares of Series B Preferred Stock then outstanding.


 


Series
D Preferred Stock


 


In
connection with the 2017 financing and 2020 financing, the Company has issued convertible notes that are convertible into shares
of a yet-to-be designated Series D Preferred Stock. The Series D Preferred Stock will have a first priority right to receive proceeds
from the sale, liquidation or dissolution of the Company or any of the Company’s assets (each, a “Company Event”).


 




    	 



     


    

 


If
a Company Event occurs within two (2) years of the date of issuance of the Series D Preferred Stock (the “Date of Issuance”),
the holders of Series D Preferred Stock will receive a preference of four times (4x) their respective investment amount. If a
Company Event occurs after the second (2nd) anniversary of the Date of Issuance, the holders of the Series D Preferred Stock will
receive a preference of six times (6x) their respective investment amount.


 


The
Series D Preferred Stock will be convertible at the option of the holders thereof into shares of Common Stock based on a formula
to achieve a one-for-ten conversion ratio. The Series D Preferred Stock will automatically convert into shares of Common Stock
upon the fifth (5th) anniversary of the Date of Issuance.


 


On
an as-converted basis, the Series D Preferred Stock will carry the right to ten (10) votes per share. The Series D Preferred Stock
will not have any dividend preference but will be entitled to receive, on a pari passu basis, dividends, if any, that are
declared and paid on any other class of the Company’s capital stock. The holders of Series D Preferred Stock will not have
anti-dilution protection.


 


As
of December 31, 2020, and through the date of filing of the Company’s Annual Report on Form 10-K for the year ended December
31, 2020, the Series D Preferred Stock had not been designated by the Board.


 


Transfer
Agent and Registrar


 


Broadridge
Financial Solutions, Inc. is the transfer agent and registrar for our Common Stock.


 


Listing


 


Our
Common Stock is traded on the OTCQB Marketplace under the trading symbol “PVCT.”