Amended Tender Offer Statement by Issuer (sc To-i/a)
July 28 2016 - 4:49PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
(Final Amendment)
(Rule 13e-4)
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
PROVECTUS BIOPHARMACEUTICALS, INC.
(Name of Subject Company and Filing Person (Issuer))
Warrants to Purchase Common Stock
(Title of Class of Securities)
74373P108
(CUSIP Number
of Common Stock Underlying Warrants)
Peter R. Culpepper
Provectus Biopharmaceuticals, Inc.
7327 Oak Ridge Highway, Suite A
Knoxville, TN 37931
(866) 594-5999
(Name,
Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With
copies to:
Tonya Mitchem Grindon, Esq.
Lori B. Metrock, Esq.
Baker Donelson Bearman Caldwell & Berkowitz PC
211 Commerce St., Suite 800
Nashville, TN 37201
Telephone: (615) 726-5600
May 13, 2016
(Date
Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION
OF FILING FEE
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Transaction Valuation
(1)
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Amount of Filing Fee
(2)
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$12,270,787.60
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$1,235.67
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(1)
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Estimated for purposes of calculating the amount of the filing fee only. The transaction valuation is calculated pursuant to Rule 0-11(d) of the Securities Exchange Act of 1934, as amended (the Exchange
Act), as the product of 51,149,594 and $0.2399. The transaction valuation assumes the tender of 51,149,594 warrants to purchase shares of common stock, which were issued between November 2011 and December 2015 (the Existing
Warrants) by the Existing Warrant holders as a result of this tender offer and was determined by using the average of the high and low prices of Provectus Biopharmaceuticals, Inc. warrants reported on the NYSE MKT as of May 11, 2016,
which was $0.2399.
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(2)
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The amount of filing fee is calculated pursuant to Rule 0-11(d) of the Exchange Act. The filing fee equals $100.70 for each $1,000,000 of the value of the transaction, and was calculated as the product of the
transaction valuation of $12,270,787.60 multiplied by 0.0001007.
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x
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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Amount Previously Paid: $9,477.41*.
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Filing Party: Provectus Biopharmaceuticals, Inc.
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Form or Registration No.: Registration Statement on Form S-4.
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Date Filed: May 13, 2016.
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*
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Pursuant to Rule 457(p) under the Securities Act, the Company offset the entire amount of the registration fee due under the Companys Registration Statement on Form S-4 with the remaining amount of the filing fee
associated with the unsold securities from the Companys registration statement on Form S-4, filed with the Securities and Exchange Commission on December 31, 2015, as amended (File No. 333-208816), registering securities for a
maximum aggregate offering price of $111,342,577.86 (the Prior Registration Statement). Of that amount, the Company sold securities with an aggregate offering price of approximately $14,505,222.90 (calculated by adding (1) the
product of 7,798,507, which is the number of warrants tendered for exchange pursuant to the Companys prior offer to exchange outstanding warrants (Prior Existing Warrants) for new warrants (the Prior Replacement
Warrants), as described in the Prior Registration Statement (the First Warrant Exchange Offer), multiplied by $0.75, which was the original exercise price of the Prior Existing Warrants and was the price the Company used to
calculate the registration fee in the Prior Registration Statement, and (2) the product of 7,798,507, which is the number of Prior Replacement Warrants issued by the Company in the First Warrant Exchange Offer, multiplied by $1.11, which
represents the per share exercise price of the Prior Replacement Warrants of $0.85, plus the price per Prior Replacement Warrant based on the average of the high and low prices of the Companys warrants trading under the symbol
PVCTWS on the NYSE MKT on December 28, 2015), leaving a balance of unsold securities under the Prior Registration Statement with an aggregate offering price of $96,837,354.96. The associated filing fee for the portion of such unsold
securities under the Prior Registration Statement ($9,751.52), calculated under Rule 457(o), was used by the Company to offset the entire amount of the registration fee due of $9,477.41.
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¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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¨
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third-party tender offer subject to Rule 14d-1.
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x
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issuer tender offer subject to Rule 13e-4.
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¨
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going-private transaction subject to Rule 13e-3.
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¨
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final
amendment reporting the results of the tender offer:
x
This Final Amendment (this Final Amendment) relates to the Tender Offer Statement on
Schedule TO (the Schedule TO) originally filed with the Securities and Exchange Commission (SEC) by Provectus Biopharmaceuticals, Inc. (the Company), a Delaware corporation, on May 13, 2016, and as amended
and supplemented by Amendment No. 1 to the Schedule TO filed with the SEC on June 28, 2016. This Schedule TO relates to an offer by the Company to holders of 51,149,594 unregistered warrants to purchase the Companys common stock that
were issued between November 2011 and December 2015 (the Existing Warrants). Capitalized terms used herein but not otherwise defined have the meanings set forth in the Schedule TO.
The Offer temporarily modified the terms of such Existing Warrants so that each holder who tendered Existing Warrants during the offering
period for early exercise was able to do so at a discount on the exercise price equal to $0.75 per share (Existing Warrants currently have exercise prices ranging from $1.00 to $3.00 per share), and received, in addition to the shares of common
stock purchased upon such exercise, new warrants to purchase an equal number of shares of the Companys common stock at an exercise price of $0.85 per share that will expire June 19, 2020 (the Replacement Warrants).
This Final Amendment is being filed to report the results of the Offer and is intended to satisfy the reporting requirements of Rule
13e-4(c)(4) promulgated under the Exchange Act:
1.
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The Offer expired at 4:00 p.m., Eastern Time, on July 28, 2016.
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2.
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In accordance with the terms and conditions of the Offer, and based on the final count by Broadridge Corporate Issuer Solutions, Inc. (Broadridge), the depository, no Existing Warrants were validly tendered
and not withdrawn prior to the expiration of the Offer.
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3.
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Because no Existing Warrants were validly tendered and not withdrawn prior to the expiration of the Offer, the Company did not accept for purchase any Existing Warrants properly tendered and not properly withdrawn prior
to the expiration of the Offer, and the Company did not issue any Replacement Warrants.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
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PROVECTUS BIOPHARMACEUTICALS, INC.
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By
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/s/ Peter R. Culpepper
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Peter R. Culpepper
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Interim Chief Executive Officer and Chief Operating Officer
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Dated: July 28, 2016
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