PROPOSAL 2

TO AUTHORIZE OUR BOARD OF DIRECTORS TO AMEND OUR CERTIFICATE OF INCORPORATION, AS AMENDED, TO EFFECT A REVERSE STOCK SPLIT OF OUR

COMMON STOCK AT A RATIO OF BETWEEN 1-FOR-10 TO 1-FOR-50, SUCH RATIO TO

BE DETERMINED BY OUR BOARD OF DIRECTORS IN ITS DISCRETION

Background

In order maintain compliance with the listing standards of the NYSE MKT and other considerations detailed below, our Board of Directors has unanimously determined that it is in the best interests of the Company and our stockholders to amend Article IV.A.1 of the Certificate of Incorporation to effect a reverse stock split of our issued and outstanding shares of common stock at a ratio between 1-for-10 and 1-for-50 and effective upon a date on or prior to December 31, 2016 to be determined by our Board of Directors.

Description of the Amendment

The following paragraph will be added to Article IV.A.1 of our Certificate of Incorporation:

“Upon the effectiveness of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, every [number of shares] shares of the Corporation’s issued and outstanding Common Stock that are issued and outstanding immediately prior to [date] shall, automatically and without any further action on the part of the Corporation or the holder thereof, be combined into one (1) validly issued, fully paid and non-assessable share of the Corporation’s Common Stock, provided that in the event a stockholder would otherwise be entitled to a fraction of a share of Common Stock pursuant to the provisions of this Article, such stockholder shall receive one whole share of Common Stock in lieu of such fractional share and no fractional shares shall be issued.”

Reasons for the Reverse Stock Split

Continued NYSE MKT Compliance

The continued listing standards of NYSE MKT LLC, or NYSE MKT, require, among other things, that listed companies maintain a stock price that is suitable for auction market trading. We have been advised that the staff of NYSE MKT considers $0.20 an appropriate level. In addition, the NYSE MKT has advised us that its policy is to immediately suspend trading in shares of, and commence delisting procedures with respect to, a listed company if the market price of its shares falls below $0.06 per share at any time during the trading day pursuant to Section 1003(f)(v) of the NYSE MKT Company Guide. As of October 19, 2016, our common stock had a 30-day average closing price of $0.09 per share and closed at $0.05 per share. Our common stock traded as low as $0.03 per share during the 30 day trading period ending on October 19, 2016.

On October 13, 2016, we received a delisting notice from NYSE MKT related to our common stock price since our shares of common stock have traded below $0.06 per share. The Company intends to appeal the NYSE MKT decision to commence delivery procedures. A delisting of our common stock is likely to reduce the liquidity of our common stock and may inhibit or preclude our ability to raise additional financing.

Attraction of Institutional Investors

Our Board of Directors also recommended the Reverse Stock Split, in part, because our Board of Directors and management believe that we can improve the marketability and liquidity of our common stock, especially with institutional investors, if the share price of the common stock is increased to a range closer to $5.00 per share.

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Listing of Rights Offering Warrants on the NYSE MKT

We intend to apply to list the Warrants included as part of the Units being offered in the Rights Offering discussed above in Proposal 1 with the NYSE MKT. The NYSE MKT has advised us that NYSE MKT has a minimum price requirement of $0.20 to admit a new warrant for trading on the NYSE MKT. If the Reverse Stock Split is approved and effectuated, we believe that the price of our common stock will increase to an amount such that our warrants will be priced in excess of the $0.20 minimum price required by NYSE MKT for listing the Warrants. There can be no assurance, however, that the price of the Warrants will meet the minimum listing price of $0.20 to be accepted for listing on NYSE MKT or that a sufficient number of subscription rights will be exercised so that the Warrants will meet the minimum listing criteria to be accepted for listing on NYSE MKT.

Increase in Number of Authorized Shares of Common Stock Available for Future Issuance

As discussed in Proposal 1 above, we will need additional shares of our common stock available for issuance in order to (i) effectuate the Rights Offering; (ii) issue shares of common stock to satisfy the price protection provisions of the Series B Convertible Preferred Stock and warrants issued in the August 2016 Preferred Stock and Warrant Offering; (iii) ensure that we have a sufficient number of shares of common stock available for issuance under the Cantor Agreement if and when we determine that it is in the Company’s best interests to lift the suspension on sales of common stock under the Cantor Agreement currently in place until December 31, 2016 and issue and sell common stock pursuant to the Cantor Agreement; and (iv) for future issuances of common stock or securities convertible into common stock to satisfy future financing needs. See “Proposal 1—Reasons for the Proposed Amendment” above.

The Reverse Stock Split will have the effect of decreasing the number of shares of our common stock outstanding because, upon effectiveness of the amendment to our Certificate of Incorporation effecting the Reverse Stock Split, the shares of our common stock outstanding will be combined into a lesser number of shares such that one share of our common stock will be issued for a specified number of shares, which number shall be equal to or greater than 10 and equal to or less than 50, of outstanding shares of our common stock, with the exact number within such range to be determined by our Board of Directors prior to the effective time of such amendment. See “—Material Effects of the Proposed Reverse Stock Split” below. Such decrease in the number of shares of our common stock outstanding will have the effect of increasing the number of authorized and unissued shares of common stock available for future issuance. If the proposal to increase the number of shares of common stock we are authorized to issue (see Proposal 1 above) is not approved by our stockholders, we intend to effectuate the Reverse Stock Split and utilize the additional shares of common stock authorized and unissued as a result of the Reverse Stock Split to issue shares of common stock in satisfaction of the price protection provisions of the Series B Convertible Preferred Stock and warrants issued in the August 2016 Preferred Stock and Warrant Offering and will use any remaining available shares to effectuate the Rights Offering, although we do not believe that effectuating the Reverse Stock Split alone will be sufficient to complete the Rights Offering as currently contemplated. We do not believe it is likely that we will have a sufficient number of shares of common stock available to effectuate the Rights Offering as currently contemplated or to issue shares of common stock under the Cantor Agreement (if and when we determine that it is in the Company’s best interests to issue shares of common stock pursuant to the Cantor Agreement) or for future financings unless the amendment to our Certificate of Incorporation to increase the number of shares of common stock we are authorized to issue is approved by our stockholders. See Proposal 1 above.

If we engage in one or more transactions involving the issuance of our equity securities, our current stockholders may be substantially diluted as a result of such future issuances.

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Considerations of the Board of Directors

Our Board of Directors has considered the potential harm to the Company and our stockholders of the following:

Even if we effect the Reverse Stock Split, we may still be subject to delisting if the price of our common stock falls below $0.06 or fails to rise above $0.20 and we are not otherwise able to meet applicable listing requirements following notification from NYSE MKT and all applicable grace-periods under NYSE MKT listing standards.

Material Effects of the Proposed Reverse Stock Split

Upon the effectiveness of the amendment to our Certificate of Incorporation effecting the Reverse Stock Split, the outstanding shares of our common stock will be combined into a lesser number of shares such that one share of our common stock will be issued for a specified number of shares, which number shall be equal to or greater than 10 and equal to or less than 50, of outstanding shares of our common stock, with the exact number within such range to be determined by our Board of Directors prior to the effective time of such amendment. In connection with the Reverse Stock Split, any fractional shares that would otherwise be issued as a result of the Reverse Stock Split will be rounded up to the nearest whole share. Even if stockholder approval of the Reverse Stock Split is obtained, our Board of Directors may abandon the Reverse Stock Split in its sole discretion if it determines that the Reverse Stock Split is no longer in the best interests of the Company and its stockholders.

The Reverse Stock Split will not change the number of authorized shares of our common stock (see Proposal 1 above regarding the authorized share increase).

The Reverse Stock Split will affect all holders of our common stock uniformly and will not affect any stockholder’s percentage ownership interest in the Company (subject to the treatment of fractional shares). In addition, the Reverse Stock Split will not affect any holder of common stock’s proportionate voting power (subject to the treatment of fractional shares).

Based on our shares of common stock outstanding as of September 26, 2016, the principal effects of the Reverse Stock Split will be that the number of shares of our common stock issued and outstanding will be reduced from 242,929,352 shares as of September 26, 2016 to a range of 24,292,935 shares (if a 1-for-10 ratio is chosen) to 4,858,587 shares (if a 1-for-50 ratio is chosen), depending on the exact exchange ratio chosen by our Board of Directors and without giving effect to any rounding up of fractional shares.

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The table below sets forth, as of September 26, 2016 and for illustrative purposes only, certain effects of the potential ratios of between 1-for-10 and 1-for-50, inclusive, including our total outstanding common stock equivalents (without giving effect to the treatment of fractional shares).

As illustrated by the table above, the Reverse Stock Split would significantly increase the number of authorized and unissued shares of common stock available to settle the exercise or conversion, of our outstanding derivative securities and avoid the penalties associated with being unable to settle such conversions and exercises. In addition, the Reverse Stock Split would significantly increase the ability of our Board of Directors to issue authorized and unissued shares in future equity financings. See “—Reasons for the Proposed Amendment” and “—Future Issuances of Shares of Common Stock” under Proposal 1 above.

In determining which ratio to implement, if any, following receipt of stockholder approval, our Board of Directors may consider, among other things, various factors such as:

The principal effects of the Reverse Stock Split will be as follows:

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Possible Anti-Takeover Implications of the Reverse Stock Split

Since the Reverse Stock Split will result in increased available shares of common stock, it may be construed as having an anti-takeover effect. The Reverse Stock Split is not being recommended in response to any specific effort of which our Board of Directors is aware to obtain control of the Company, and our Board of Directors does not intend or view the proposed Reverse Stock Split as an anti-takeover measure. However, the ability of our Board of Directors to authorize the issuance of the additional shares of common stock that would be available if the Reverse Stock Split is approved and adopted could have the effect of discouraging or preventing a hostile takeover.

Reservation of Right to Delay the Filing of, or Abandon, the Reverse Stock Split

If stockholder approval is obtained to effect the Reserve Stock Split, the Board expects to select an appropriate ratio and will implement the Reverse Stock Split on or before December 31, 2016. However, the Board reserves the authority to decide, in its sole discretion, to delay or abandon the Reverse Stock Split after such vote and before the effectiveness of the Reverse Stock Split if it determines that the Reverse Stock Split is no longer in the best interests of the Company and its stockholders.

The Board will also consider whether the proposal to increase the number of shares of common stock we are authorized to issue (see Proposal 1 above) is approved and implemented in determining whether to effect the Reverse Stock Split.

Fractional Shares

Our stockholders will not receive fractional post-Reverse Stock Split shares in connection with the Reverse Stock Split. Instead, any fractional shares that would otherwise be issuable as a result of the Reverse Stock Split will be rounded up to the nearest whole share. No stockholders will receive cash in lieu of fractional shares.

No Going Private Transaction

The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction” covered by Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Following the Reverse Stock Split, we will continue to be subject to the periodic reporting requirements of the Exchange Act.

Effective Time

The proposed Reverse Stock Split would become effective as of 12:01 a.m., Eastern Time on the date specified in the amendment to the Certificate of Incorporation effecting the Reverse Stock Split, the form of which is attached as Appendix A to this Proxy Statement, as filed with the office of the Secretary of State of the State of Delaware or such other time on that date as our Board of Directors may determine (the “Effective Time”). Except as explained above with respect to fractional shares, at the Effective Time, shares of our common stock issued and outstanding immediately prior thereto will be combined, automatically and without any action on the part of our stockholders, into one share of our common stock in accordance with the ratio of between 1-for-10 and 1-for-50.

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After the Effective Time, our common stock will have a new committee on uniform securities identification procedures (“CUSIP”) number, which is a number used to identify our equity securities, and stock certificates with the older CUSIP numbers will need to be exchanged for stock certificates with the new CUSIP numbers by following the procedures described below.

After the Effective Time, unless our common stock is delisted by NYSE MKT because of its low trading price or otherwise, our common stock will continue to be listed on the NYSE MKT under the symbol “PVCT.”

Procedures for Effecting the Reverse Stock Split and Exchange of Stock Certificates

If our stockholders approve the Reverse Stock Split and our Board of Directors determines that it is in our best interests to effect the Reverse Stock Split, the Reverse Stock Split would become effective at the Effective Time.

As soon as practicable after the Effective Time of the Reverse Stock Split, we will notify our stockholders that the Reverse Stock Split has been implemented. Broadridge Corporate Issuer Solutions, Inc., our transfer agent, will act as exchange agent for purposes of implementing the exchange of common stock certificates. Holders of pre-Reverse Stock Split shares of our common stock will be asked to surrender to the exchange agent certificates representing pre-Reverse Stock Split shares of our common stock in accordance with the procedures to be set forth in a letter of transmittal that will be delivered to our common stockholders. No new certificates will be issued to a stockholder until the stockholder has surrendered to the exchange agent his, her or its outstanding certificate(s) together with the properly completed and executed letter of transmittal. STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL REQUESTED TO DO SO. Stockholders whose shares are held by their broker do not need to submit old stock certificates for exchange. These shares will automatically reflect the new quantity of shares based on the Reverse Stock Split. Beginning at the Effective Time of the Reverse Stock Split, each certificate representing pre-Reverse Stock Split shares will be deemed for all corporate purposes to evidence ownership of post-Reverse Stock Split shares.

Effect on Registered and Beneficial Holders of Common Stock

Upon the effectiveness of the Reverse Stock Split, shares of our common stock held by stockholders that hold their shares through a broker or other nominee will be treated in the same manner as shares held by registered stockholders that hold their shares in their names. Brokers and other nominees that hold shares of our common stock will be instructed to effect the Reverse Stock Split for the beneficial owners of such shares. However, those brokers or other nominees may implement different procedures than those to be followed by registered stockholders for processing the Reverse Stock Split. Stockholders whose shares of our common stock are held in the name of a broker or other nominee are encouraged to contact their broker or other nominee with any questions regarding the procedure of implementing the Reverse Stock Split with respect to their shares.

Effect on Registered “Book-Entry” Holders of Our Common Stock

Registered holders of shares of our common stock may hold some or all of their shares electronically in book-entry form under the direct registration system for the securities. Those stockholders will not have stock certificates evidencing their ownership of shares of our common stock, but generally have a statement reflecting the number of shares registered in their accounts.

Stockholders that hold registered shares of our common stock in book-entry form do not need to take any action to receive post-Reverse Stock Split shares. Any such stockholder that is entitled to post-Reverse Stock Split shares will automatically receive, at the stockholder’s address of record, a transaction statement indicating the number of post-Reverse Stock Split shares held following the implementation of the Reverse Stock Split.

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Dissenters’ Rights

Our stockholders will not be entitled to dissenters’ rights with respect to the proposed amendment to the Certificate of Incorporation in connection with the Reverse Stock Split.

No Effect on Authorized Preferred Stock

Pursuant to our Certificate of Incorporation, our capital stock consists of a total of 425,000,000 authorized shares, of which 400,000,000 shares, par value $0.001 per share, are designated as common stock and 25,000,000 shares, par value $0.001 per share, are designated as preferred stock. The proposed Reverse Stock Split would not impact the total authorized number of shares of preferred stock or the par value of the preferred stock, but the number of shares of common stock issuable upon conversion of our Series B Convertible Preferred Stock and the conversion price of the Series B Convertible Preferred Stock will be proportionately adjusted using the ratio of the Reverse Stock Split. See “—Effect on Our Outstanding Series B Convertible Preferred Stock, Options and Warrants” below. See, however, Proposal 1 above with respect to approving an amendment to our Certificate of Incorporation to increase the number of authorized shares of our common stock from 400,000,000 to 1,000,000,000.

Effect on Dividends

The payment of dividends, including the timing and amount dividends, must be made in accordance with our Certificate of Incorporation and the requirements of the DGCL. We have never declared or paid any cash dividends on our common stock and do not expect to pay any dividends for the foreseeable future. We intend to use future earnings, if any, in the operation and expansion of our business. Any future determination relating to our dividend policy will be made at the discretion of our Board of Directors, based on our financial condition, results of operations, contractual restrictions, capital requirements, business properties, restrictions imposed by applicable law and other factors our Board of Directors may deem relevant. Future debt covenants may prohibit payment of dividends.

Accounting Matters

Effect on Par Value

The proposed amendments to our Certificate of Incorporation will not affect the par value of our common stock, which will remain at $0.001 per share, or the par value of our preferred stock, which will remain at $0.001 per share.

Reduction in Stated Capital

As a result of the Reverse Stock Split, upon the Effective Time, the stated capital on our consolidated balance sheet attributable to our common stock, which consists of the par value per share of our common stock multiplied by the aggregate number of shares of our common stock outstanding, will be reduced in proportion to the size of the Reverse Stock Split. Correspondingly, our additional paid-in capital account reported on our consolidated balance sheet shall be increased with the amount by which the stated capital is reduced. Our stockholders’ equity balance, in the aggregate, will remain unchanged.

Effect on Our Outstanding Series B Convertible Preferred Stock, Options and Warrants

If the Reverse Stock Split is effected, the number of shares of common stock issuable upon exercise of our outstanding stock options (including shares reserved for issuance under our 2014 Equity Compensation Plan) and warrants and the number of shares of common stock issuable upon conversion of our Series B Convertible Preferred Stock will be proportionately adjusted by the applicable administrator, using the ratio of the Reverse Stock Split, rounded up to the nearest whole share. In connection with the Reverse Stock Split, our Board of

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Directors or the applicable administrator will implement only applicable technical, conforming changes to the securities, including ratably reducing the authorized shares of common stock available for awards under our 2014 Equity Compensation Plan. In addition, the conversion price for each outstanding share of Series B Convertible Preferred Stock and the exercise price for each outstanding stock option and warrant would be increased in inverse proportion to the Reverse Stock Split ratio such that upon a conversion of Series B Preferred Stock or exercise of stock options or warrants, the aggregate conversion price for conversion of shares of our Series B Preferred Stock and the aggregate exercise price payable by the optionee or warrant holder to the Company for the shares of common stock subject to the option or warrant would remain approximately the same as the aggregate conversion price or exercise price, as applicable, prior to the Reverse Stock Split.

Interests of Directors and Executive Officers

Our directors and executive officers do not have substantial interests, directly or indirectly, in the matters set forth in this proposal except to the extent of their ownership of shares of our common stock or any other of our securities.

Certain Material U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following is a summary of material United States federal income tax consequences of the Reverse Stock Split to holders of our common stock. Except where noted, this summary deals only with our common stock that is held as a capital asset.

This summary is based upon provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and United States Treasury regulations, rulings and judicial decisions as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income tax consequences different from those summarized below.

This summary does not address all aspects of United States federal income taxes that may be applicable to holders of common stock and does not deal with non-U.S., state, local or other tax considerations that may be relevant to stockholders in light of their particular circumstances. In addition, it does not represent a detailed description of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws (including if you are a dealer in securities or currencies; a financial institution; a regulated investment company; a real estate investment trust; an insurance company; a tax-exempt organization; a person holding shares as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle; a trader in securities that has elected the mark-to-market method of accounting for your securities; a person liable for alternative minimum tax; a person who owns or is deemed to own 10% or more of our voting stock; a partnership or other pass-through entity for United States federal income tax purposes; a person whose “functional currency” is not the United States dollar; a United States expatriate; a “controlled foreign corporation”; or a “passive foreign investment company”).

We cannot assure you that a change in law will not alter significantly the tax considerations that we describe in this summary. No ruling from the Internal Revenue Service or opinion of counsel will be obtained regarding the federal income tax consequences to stockholders as a result of the Reverse Stock Split.

If a partnership (or other entity treated as a partnership for United States federal income tax purposes) holds our common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our common stock, you should consult your own tax advisors.

We believe that the Reverse Stock Split, if implemented, would be a tax-free recapitalization under the Code. If the Reverse Stock Split qualifies as a tax-free recapitalization under the Code, then, generally, for United States federal income tax purposes, no gain or loss will be recognized by the Company in connection with

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the Reverse Stock Split, and no gain or loss will be recognized by stockholders that exchange their shares of pre-split common stock for shares of post-split common stock. The post-split common stock in the hands of a stockholder following the Reverse Stock Split will have an aggregate tax basis equal to the aggregate tax basis of the pre-split common stock held by that stockholder immediately prior to the Reverse Stock Split. A stockholder’s holding period for the post-split common stock generally will be the same as the holding period for the pre-split common stock exchanged therefor.

Alternative characterizations of the Reverse Stock Split are possible. For example, while the Reverse Stock Split, if implemented, would generally be treated as a tax-free recapitalization under the Code, stockholders whose fractional shares resulting from the Reverse Stock Split are rounded up to the nearest whole share may recognize gain for United States federal income tax purposes equal to the value of the additional fractional share. However, we believe that, in such case, the resulting tax liability may not be material in view of the low value of such fractional interest. Stockholders should consult their own tax advisors regarding the characterization of the Reverse Stock Split for United States federal income tax purposes.

PLEASE CONSULT YOUR OWN TAX ADVISOR REGARDING THE FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES TO YOU OF THE REVERSE STOCK SPLIT IN YOUR PARTICULAR CIRCUMSTANCES.

Effects if the Proposal Does Not Pass

If we do not receive stockholder approval of the amendment to our Certificate of Incorporation to effectuate the Reverse Stock Split, and if the price of our common stock does not otherwise increase, our common stock will be delisted from the NYSE MKT and our common stock and class of warrants listed on the NYSE MKT will no longer trade on the NYSE MKT. In addition, if both this Proposal 2 and Proposal 1 regarding the approval of an amendment to our Certificate of Incorporation do not pass, then we will not have a sufficient number of shares of common stock available to issue in satisfaction of the anti-dilution provisions of the Series B Convertible Preferred Stock and warrants issued in the August 2016 Preferred Stock and Warrant Offering, which may require us to pay liquidated damages, among other remedies under the Certificate of Designation and the terms of the warrants.

Certain Risks Associated with the Reverse Stock Split

Our Board of Directors believes that the Reverse Stock Split will increase the price of our shares of common stock and, as a result, may enable us to maintain a higher closing price on the NYSE MKT. There are a number of risks associated with the Reverse Stock Split, however, including the following:

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Vote Required

The approval of the proposal to authorize our Board of Directors to amend our Certificate of Incorporation to effect the Reverse Stock Split requires the affirmative vote of stockholders who hold a majority of the outstanding shares of common stock entitled to vote in person or by proxy.

In addition, the holders of a majority of our outstanding shares of Series B Convertible Preferred Stock must consent in writing to the Reverse Stock Split before we may effectuate the Reverse Stock Split.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE PROPOSAL TO AUTHORIZE OUR BOARD OF DIRECTORS TO AMEND OUR CERTIFICATE OF INCORPORATION, AS AMENDED , TO EFFECT A REVERSE STOCK SPLIT OF OUR COMMON STOCK AT A RATIO OF BETWEEN 1-FOR-10 TO 1-FOR-50, SUCH RATIO TO BE DETERMINED BY OUR BOARD OF DIRECTORS IN ITS DISCRETION .   Each proxy solicited on behalf of our Board of Directors will be voted FOR the approval of the proposal to authorize our Board of Directors to amend our Certificate of Incorporation, as amended, to effect a reverse stock split of our common stock at a ratio of between 1-for-10 to 1-for-50, such ratio to be determined by our Board of Directors in its discretion, unless the stockholder instructs otherwise in the proxy.

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