PVCT Provectus Biopharmaceuticals Inc (QB)

PROXY STATEMENT FOR

2017 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 30, 2017

We are delivering these proxy materials to solicit proxies on behalf of the board of directors of Provectus Biopharmaceuticals, Inc., for the annual meeting of stockholders to be held on Tuesday, May 30, 2017, beginning at 4:00 p.m. Eastern Time, at the offices of PYA, PC, located at 2220 Sutherland Avenue, Knoxville, Tennessee 37919.

We are mailing this Proxy Statement, together with a form of proxy and our annual report on Form 10-K for the year ended December 31, 2016, on or about April 27, 2017.

We will refer to the company and its subsidiaries throughout this Proxy Statement as “we,” “us,” the “Company” or “Provectus.”

At the meeting, our stockholders will vote on proposals:

The proposals are set forth in the accompanying Notice of 2017 Annual Meeting of Stockholders and are described in more detail in this Proxy Statement. Stockholders also will transact any other business, not known or determined at the time of this proxy solicitation that properly comes before the 2017 annual meeting of stockholders, although our board of directors knows of no such other business to be presented.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE FOUR NOMINEES TO OUR BOARD OF DIRECTORS IDENTIFIED IN THE PROXY STATEMENT, “FOR” PROPOSALS 2, 4, 5 AND 6, AND “EVERY 1 YEAR” WITH RESPECT TO PROPOSAL 3.

When you submit your proxy by executing and returning the enclosed proxy card, you will authorize the proxy holders – Eric Wachter and Timothy C. Scott – to vote as proxy all your shares of common stock and otherwise to act on your behalf at the 2017 annual meeting of stockholders and any adjournment thereof, in accordance with the instructions set forth therein. These persons also will have discretionary authority to vote your shares on any other business that properly comes before the meeting. They also may vote your shares to adjourn the meeting and will be authorized to vote your shares at any adjournment of the meeting.

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YOUR VOTE IS IMPORTANT

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QUESTIONS AND ANSWERS ABOUT THE 2017 ANNUAL MEETING OF STOCKHOLDERS

What is the purpose of the 2017 annual meeting?

At the 2017 annual meeting, stockholders will act upon the following matters:

Stockholders also will transact any other business, not known or determined at the time of this proxy solicitation, that properly comes before the 2017 annual meeting of stockholders, although our board of directors knows of no such other business to be presented.

Who is entitled to vote?

Only stockholders of record at the close of business on April 18, 2017, the record date for the 2017 annual meeting, are entitled to receive notice of the 2017 annual meeting and to vote the shares of common stock that they held on that date at the 2017 annual meeting. Each outstanding share of common stock entitles its holder to cast one vote on each matter to be voted on at the 2017 annual meeting.

Am I entitled to vote if my shares are held in “street name?”

If you are the beneficial owner of shares held in “street name” by a brokerage firm, bank, or other nominee, such entity, as the record holder of the shares, is required to vote the shares in accordance with your instructions. If you do not give instructions to your nominee, it will nevertheless be entitled to vote your shares on “discretionary” items but will not be permitted to do so on “non-discretionary” items. Proposals 1, 2, 3, 5 and 6 are non-discretionary items for which a nominee will not have discretion to vote in the absence of voting instructions from you. However, Proposal 4 is a discretionary item on which your nominee will be entitled to vote your shares even in the absence of instructions from you.

What constitutes a quorum?

The presence at the 2017 annual meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a quorum.

As of April 18, 2017, there were [●] shares of common stock outstanding; thus, a quorum will be [●] shares of common stock outstanding. Shares held by stockholders present at the 2017 annual meeting in person or represented by proxy who elect to abstain from voting nonetheless will be included in the calculation of the number of shares considered present at the 2017 annual meeting.

What happens if a quorum is not present at the 2017 annual meeting?

If a quorum is not present at the scheduled time of the meeting, the holders of a majority of the shares of common stock present in person or represented by proxy at the meeting may adjourn the meeting to another

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place, date, or time until a quorum is present. The place, date, and time of the adjourned meeting will be announced when the adjournment is taken, and no other notice will be given unless the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting.

How do I vote?

YOUR VOTE IS IMPORTANT! Please cast your vote using the enclosed WHITE proxy card and play a part in the future of Provectus.

Peter R. Culpepper, our former Chief Financial Officer and Chief Operating Officer and our former Interim Chief Executive Officer, and a stockholder of the Company, has notified the Company of his intent to nominate a slate of five nominees for election to the board of directors at the 2017 Annual Meeting, although the size of our board of directors is set at four directors. You may receive a proxy statement, proxy card and other solicitation materials from Mr. Culpepper. Provectus is not responsible for the accuracy of any information provided by or relating to Mr. Culpepper or his nominees contained in solicitation materials filed or disseminated by or on behalf of Mr. Culpepper or any other statements that Mr. Culpepper may make.

The Provectus board of directors does not endorse the Culpepper nominees and unanimously recommends that you vote FOR the election of each of the nominees proposed by the board of directors on the WHITE proxy card. The board of directors strongly urges you not to sign or return any proxy card sent to you by Mr. Culpepper. If you have previously submitted a proxy card sent to you by Mr. Culpepper, you can revoke that proxy and vote for the board of directors’ nominees and on the other matters to be voted on at the meeting by using the enclosed WHITE proxy card.

If you have any questions or need assistance voting, please contact Morrow Sodali, our proxy solicitor assisting us in connection with the 2017 Annual Meeting. Shareholders may call toll free at [●]. Banks and brokers may call collect at [●].

Has Provectus been notified that a shareholder intends to propose alternative director nominees at the 2017 Annual Meeting?

Yes. Peter R. Culpepper has notified Provectus that he intends to nominate a slate of four nominees for election to the board of directors at the meeting in opposition to the nominees recommended by the board of directors. The Provectus board of directors does not endorse any of the Culpepper nominees and unanimously recommends that you vote FOR the election of each of the nominees proposed by the board of directors. The board of directors strongly urges you not to sign or return any proxy card sent to you by Mr. Culpepper. If you have previously submitted a proxy card sent to you by Mr. Culpepper, you can revoke that proxy and vote for our board of directors’ nominees and on the other matters to be voted on at the meeting by using the enclosed WHITE proxy card.

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What should I do if I receive a proxy card or other proxy materials from Peter Culpepper?

Peter Culpepper has notified Provectus that he intends to nominate a slate of four nominees for election to the board of directors at the meeting in opposition to the nominees recommended by our board of directors. You may receive a proxy statement, proxy card and other solicitation materials from Mr. Culpepper. Provectus is not responsible for the accuracy of any information provided by or relating to Mr. Culpepper or his nominees contained in solicitation materials filed or disseminated by or on behalf of Mr. Culpepper or any other statements that Mr. Culpepper may make.

The Provectus board of directors does not endorse any of the Culpepper nominees and unanimously recommends that you vote FOR the election of each of the nominees proposed by the board of directors on your WHITE proxy card. The board of directors strongly urges you not to sign or return any proxy card sent to you by Mr. Culpepper. Voting to “withhold” with respect to any Culpepper nominee on a proxy card sent to you by Mr. Culpepper is not the same as voting for the board of directors’ nominees because a vote to “withhold” with respect to any Culpepper nominee on its proxy card will revoke any WHITE proxy you may have previously submitted. To support the board of directors’ nominees, you should vote FOR the Board’s nominees on the WHITE proxy card and disregard, and not return, any proxy card sent to you by Mr. Culpepper. If you have previously submitted a proxy card sent to you by Mr. Culpepper, you can revoke that proxy and vote for our board of directors’ nominees and on the other matters to be voted on at the meeting by using the enclosed WHITE proxy card. Only the latest dated proxy you submit will be counted.

If you have any questions or need assistance voting, please contact Morrow Sodali, our proxy solicitor assisting us in connection with the annual meeting. Shareholders may call toll free at [●]. Banks and brokers may call collect at [●].

Can I change my vote after I return my proxy card?

Yes. Even after you have submitted your proxy card, you may change your vote at any time before the proxy is exercised by filing with the Secretary either a notice of revocation or a duly executed proxy card bearing a later date. If you are a “street name” stockholder, you must contact your broker or other nominee and follow its instructions if you wish to change your vote. The powers of the proxy holders will be suspended if you attend the 2017 annual meeting in person and so request, although your attendance at the 2017 annual meeting will not by itself revoke a previously granted proxy.

What are the Board’s recommendations?

Our board of directors unanimously recommends that you vote on the WHITE proxy:

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What happens if I do not specify how my shares are to be voted?

If you submit a proxy but do not indicate any voting instructions, your shares will be voted “FOR” each of the nominees for director identified in Proposal 1, “FOR” Proposals 2,4, 5 and 6 and “EVERY 1 YEAR” with respect to Proposal 3.

Will any other business be conducted at the 2017 annual meeting?

As of the date hereof, our board of directors knows of no business that will be presented at the annual meeting other than the proposals described in this Proxy Statement. If any other business is properly brought before the 2017 annual meeting, the proxy holders will vote your shares in accordance with their best judgment.

What vote is required to approve each item?

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How will Abstentions and Broker Non-Votes be Treated?

You do not have the option of abstaining from voting on Proposal 1, but you may abstain from voting on Proposals 2 through 6. With respect to Proposal 1, because the directors are elected by a plurality vote, an abstention will have no effect on the outcome of the vote and, therefore, is not offered as a voting option on the proposal. In the case of an abstention on Proposals 2 through 6, your shares of common stock would be included in the number of shares of common stock considered present at the meeting for the purpose of determining whether there is a quorum. Because your shares of common stock would be voted but not in favor of Proposals 2 through 6, your abstention would have the same effect as a negative vote in determining the outcome of the vote on the proposal.

Broker non-votes occur when a brokerage firm, bank, or other nominee does not vote shares that it holds in “street name” on behalf of the beneficial owner because the beneficial owner has not provided voting instructions to the nominee with respect to a non-discretionary item. Proposals 1, 2, 3, 5 and 6 are non-discretionary items for which a nominee will not have discretion to vote in the absence of voting instructions from you. However, Proposal 4 is a discretionary item on which your nominee will be entitled to vote your shares of common stock even in the absence of instructions from you. Accordingly, it is possible for there to be broker non-votes with respect to Proposals 1, 2, 3, 5 and 6, but there will not be broker non-votes with regard to Proposal 4. In the case of a broker non-vote, your shares of common stock would be included in the number of shares of common stock considered present at the meeting for the purpose of determining whether there is a quorum. A broker non-vote, being shares of common stock not entitled to vote, would not have any effect on the outcome of the vote on Proposals 1, 2, 3, 5 and 6.

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BACKGROUND OF THE SOLICITATION

On February 29, 2016, the Company announced (i) the resignation of H. Craig Dees, PhD, as Chief Executive Officer and Chairman of the board of directors of the Company, effective immediately and (ii) that the board of directors appointed Peter R. Culpepper, the Company’s Chief Financial Officer and Chief Operating Officer at the time, to serve as Interim Chief Executive Officer until the board of directors completed its search process for a successor Chief Executive Officer. The board of directors appointed Eric Wachter, the Company’s Chief Technology Officer to fill the vacancy on the board of directors caused by Dr. Dees’s resignation. The board of directors appointed Alfred E. Smith, IV, the lead independent director on the board of directors, to replace Dr. Dees as Chairman of the board of directors.

In connection with the resignation of Dr. Dees as the Company’s Chief Executive Officer and Chairman of the board of directors, the Audit Committee conducted a comprehensive review of Company procedures, policies and practices, including travel expense advancements and reimbursements. The Audit Committee retained independent counsel and an advisory firm with forensic accounting expertise to assist in conducting the investigation. On March 15, 2016, the Audit Committee completed the investigation with respect to Dr. Dees and made the following findings: (1) in 2015, Dr. Dees received $898,430 in travel expense advances but submitted receipts totaling only $297,170, most of which did not appear to be authentic; (2) in 2014, Dr. Dees received $819,000 for travel expense advances, for which no receipts were submitted; and (3) in 2013, Dr. Dees received $752,034 for travel expense advances; no receipts were submitted by Dr. Dees for $698,000 of these expenses and $54,034 of submitted receipts did not appear to be authentic. On May 5, 2016, the Company initiated collection efforts on all of Dr. Dees’ unsubstantiated travel expenses as well as other monies Dr. Dees owed the Company. See Footnote 10 under “STOCK OWNERSHIP – Directors, Executive Officers and Other Stockholders.”

On April 1, 2016, the Audit Committee issued a Performance Improvement Plan (“PIP”) to Mr. Culpepper based on the findings of the independent investigation commissioned by the Audit Committee concerning the financial activities of Dr. Dees. The PIP identified significant deficiencies in Mr. Culpepper’s performance and imposed performance expectations and required actions necessary for his continued employment with Provectus. The PIP contemplated that the corrective actions would be completed within 90 days. It also required Mr. Culpepper to notify the Company if he became aware, in part, of any material weaknesses or deficiencies in the Company’s accounting, financial controls, or financial reporting. Although Mr. Culpepper refused to sign the PIP, the Audit Committee nevertheless considered it to be validly issued and monitored Mr. Culpepper’s progress toward achievement of the requirements within the PIP.

In April 2016, the SEC opened an investigation into the Company’s travel expenses and issued subpoenas related to Dr. Dees’ travel advances. On August 12, 2016, the board of directors of the Company held a telephonic meeting to discuss the investigations by the Audit Committee and the SEC into the Company’s travel and expense reimbursement policies and practices. At the inception of the SEC’s investigation into Dr. Dees and his travel expenses, the SEC staff conducting the investigation asked for assurances from Company counsel that Dees’ misappropriation of funds via expense reports and travel advances was an isolated incident. In order to provide those assurances and to satisfy its own concerns, the board asked special counsel to review, on a cursory basis, the other three executive officers’ travel expenses. Based upon this review special counsel concluded that no further investigation of Drs. Wachter and Scott was warranted but that further review of Mr. Culpepper’s travel advances and expenses should occur.

On August 15, 2016, the Audit Committee held a telephonic meeting to discuss the ongoing investigations by the Audit Committee and the SEC related to the travel expense advances and reimbursements of Dr. Dees and Mr. Culpepper.

As part of the further review of Mr. Culpepper’s travel expenses, on August 27, 2016, Soldinger & Associates (“Soldinger”), a new forensic accounting firm hired by special counsel, conducted an initial interview

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of Mr. Culpepper with Company counsel and special counsel to the Audit Committee present, during which he was questioned generally about his travel expenses.

On September 16, 2016, the Audit Committee held a telephonic meeting to discuss the ongoing investigations. Based upon its discussions, Soldinger was then directed by the Audit Committee to perform a comprehensive analysis of Mr. Culpepper’s expense reports and reimbursements for the years 2013 through 2016, including a reconciliation of these expenses reimbursements with Mr. Culpepper’s American Express statements.

On October 19, 2016, Soldinger conducted a second interview of Mr. Culpepper with Company counsel and special counsel to the Audit Committee present. At this interview, Soldinger and special counsel questioned Mr. Culpepper as to its initial findings resulting from the expense review. The initial findings raised questions with regard to foreign currency travel advances received by Mr. Culpepper for which he never accounted and numerous credits he received for amounts that he had expensed, but that he failed to pay back to the Company. Soldinger estimated that Mr. Culpepper owed the Company $300,000 in overpaid and unsupported expense reimbursements and advances. At the end of this interview it was agreed that Mr. Culpepper would have a period of time to respond and to reconcile the amounts that Soldinger claimed were owed Provectus by Mr. Culpepper.

On November 16, 2016, Mr. Culpepper provided, through his personal attorney, a written response to the questions raised by Soldinger, which included 18 new or revised schedules/spreadsheets analyzing Mr. Culpepper’s business expense reporting and reimbursements.

On December 14, 2016 Soldinger completed its review of the additional information and responses provided by Mr. Culpepper. In so doing, Soldinger rejected the explanations provided by Mr. Culpepper as unsupported or nonsensical.

On December 22, 2016, the Audit Committee held a telephonic meeting to discuss the findings from Soldinger. The Audit Committee, after the presentation from Soldinger and special counsel to the Audit Committee and after a discussion, unanimously recommended to the board that Mr. Culpepper be terminated from his employment for cause.

On December 27, 2016, the board of directors of the Company held a telephonic meeting to discuss the findings of Soldinger regarding travel advancements and reimbursements to Mr. Culpepper and, based upon input from the Audit Committee’s special counsel and the report from Soldinger, concluded that Mr. Culpepper owed the Company $294,255 for improper travel advancements and expense reimbursements. Following the presentation and after a thorough discussion, the board unanimously voted to terminate Mr. Culpepper “for cause” under his employment agreement.

On December 28, 2016, Mr. Culpepper was terminated by Alfred E. Smith, IV, Chairman of the board, as Interim Chief Executive Officer and Chief Operating Officer of Provectus, as well as all other managerial positions he held in Provectus and its subsidiaries.

On January 3, 2017, Mr. Culpepper sent a letter to the board of directors disputing his termination for cause and demanding a $1 Million severance payment. Mr. Culpepper demanded a mediation of his termination “for cause” under his employment agreement. The board, in a response letter dated January 9, disputed his allegations and noted that his actions regarding improper travel advances and unsubstantiated expense reimbursements, as well as his failure to properly supervise H. Craig Dees’s misappropriation of funds from the Company, violated (i) his obligations under his employment agreement, (ii) the Company’s organizational documents and (iii) the PIP.

On January 5, 2017, Mr. Culpepper filed a Schedule 13D with the SEC in rebuttal to his firing. We believe Mr. Culpepper’s filing of a Schedule 13D violated the proxy solicitation rules under Rule 14a-1(1) of the

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Exchange Act because he was soliciting changes to the board of directors without compliance with the proxy rules. In addition, Mr. Culpepper disclosed material, non-public information in his Schedule 13D, which is a violation of Rule 10b-5 under the Exchange Act. Mr. Culpepper willfully violated federal securities laws solely as a means to publicize his own false version of events regarding his termination from Provectus. In response, the Company reported his filing a Schedule 13D in violation of federal securities laws to the SEC in order for the SEC to take appropriate action against Mr. Culpepper.

On January 26, 2017, Mr. Culpepper filed an amendment to his Schedule 13D to propose nominations for his own slate of directors at the 2017 annual stockholder meeting. On January 27, 2017, Mr. Culpepper filed a DEFA14A (additional proxy materials) regarding his intentions to nominate Peter R. Culpepper, Charles Littlejohn, Courtlandt G. Miller, Scott Palmer and Calvin A. Wallen, III (the “Culpepper Group”) for director positions at the upcoming annual stockholder meeting.

On February 13, 2017, Provectus announced it would extend the rights offering until March 3, 2017. On February 15, 2017, a telephonic board meeting was held to discuss the rights offering, the financial condition of the Company and the filing of the proxy solicitation materials by the Culpepper Group.

On February 16, 2017, Dr. Wachter submitted a term sheet to the board to provide interim financing to the Company of up to $2.5 million in the form of unsecured debt. A telephonic board meeting was held that afternoon to discuss the term sheet for potential bridge financing by Dr. Wachter, and the board unanimously approved (without Dr. Wachter participating) the terms of the bridge financing by Dr. Wachter. On February 21, 2017, Provectus issued a convertible promissory note in favor of Dr. Wachter, evidencing an unsecured loan in the original principal sum of up to $2.5 Million.

On February 23, 2017, Provectus announced the appointment of Bruce Horowitz and Dominic Rodrigues as strategic advisors to the board of directors.

On February 27, 2017, the Culpepper Group submitted a term sheet to Messrs. Rodrigues and Horowitz (the “Culpepper Proposal”), regarding a proposed investment in Provectus. That afternoon, a telephonic board meeting was held regarding the Culpepper Proposal. On February 28, 2017, another telephonic board meeting was held to discuss further the Culpepper Proposal.

On March 2, 2017, the Company received a proposal for an investment from a group of stockholders, including Dominic Rodrigues, Ed Pershing and Bruce Horowitz (collectively, the “PRH Group”). On March 3, 2017, a board meeting was held regarding the competing financing offers made by the Culpepper Group and the PRH Group. At the meeting, the board also discussed that the SEC had issued a new subpoena to the Company regarding Mr. Culpepper’s travel advances and expenses.

On March 6, 2017, Provectus announced an extension of the rights offering until March 17, 2017 and that it had received two unsolicited proposals from two separate groups of the Company’s stockholders (the Culpepper Group and the PRH Group) and that the board was evaluating both proposals.

On March 7, 2017 the board met to compare the financing terms of the Culpepper Group versus the PRH Group. The board favored the PRH Proposal over the Culpepper Proposal because, in part, its terms were more favorable to the Company while the terms of the Culpepper Proposal were beneficial to the Culpepper Group but economically disadvantageous to the Company. However, the board believed it to be in the best interests of the Company and its stockholders to allow the Culpepper Group the opportunity to match the terms of the PRH Group. That afternoon, the Company’s counsel sent an email to the Culpepper Group disclosing the terms of the PRH Proposal and inviting the Culpepper Group to improve the Culpepper Proposal. Counsel to Provectus also included additional terms that would need to be met by the Culpepper Group for the board to consider its offer, including the prohibition of Mr. Culpepper serving as a director, officer, consultant or advisor of the Company for at least ten years and the return to the Company of the approximately $300,000 that Mr. Culpepper had

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misappropriated plus amounts he owed under the Culpepper Settlement Agreement with the Company regarding the Kleba lawsuit in the estimate amount of $2 Million.

On March 8, the Culpepper Group withdrew its Proposal.

On March 16, 2017, the board met and unanimously decided to terminate the rights offering. The board’s reason for the termination was that not enough funds had been raised in the rights offering to warrant the economic impact of the preferred securities on the Company, plus the PRH Proposal was still being negotiated and it had much more favorable terms.

One concern by the PRH Group in connection with the negotiation of the PRH Proposal was the slate of directors being proposed by the Culpepper Group at the 2017 annual stockholder meeting. The Company’s counsel attempted to get reassurances from the Culpepper Group’s attorney regarding its intentions in proposing its own slate of directors given that the Culpepper Proposal had been withdrawn, but counsel to the Culpepper Group indicated that the Schedule 14A stood as filed. Thus, in order to alleviate the concerns of a hostile takeover by the Culpepper Group, the PRH Group and the Company determined to initially structure the investment by the PRH Group as secured convertible debt. Once the threat of a hostile takeover by the Culpepper Group ceased, the debt would convert into preferred securities, the original proposal by the PRH Group.

On March 19, 2017, the board met to discuss the terms of the PRH Proposal and unanimously approved moving forward with the PRH Group. On March 19, 2017, Provectus entered into an exclusive Definitive Financing Commitment Term Sheet with the PRH Group, subject to the board complying with its fiduciary duties under Delaware law.

On March 21, 2017, Mr. Culpepper filed an amendment to his Schedule 13D, which disclosed that on March 19, 2017, a representative of the Culpepper Group sent a letter to the Chairman of the Board indicating that the Culpepper Group had at least $6.2 million of equity available if the Company did not obtain financing from the PRH Group but reiterated that it had no interest in investing on the terms of the PRH Group. The amendment to the Schedule 13D specifically noted that, in addition to participating in the Culpepper Proposal, and possibly nominating persons for election at the 2017 annual meeting of stockholders, Mr. Culpepper could seek to be reinstated as a senior officer of the Company.

On March 23, 2017, Provectus announced it had entered into the exclusive Definitive Financing Term Sheet with the PRH Group. On March 24, 2017, the board received a letter from the Culpepper Group accusing the board of corporate waste by accepting the PRH Proposal. On March 27, counsel to the Company responded to the Culpepper Group noting that the debt in the PRH Proposal was an anti-takeover measure to ensure the Culpepper Group did not orchestrate a hostile takeover and that the board continued to believe, in good faith, that no proposal from the Culpepper Group could contain involvement by Mr. Culpepper but that if the Culpepper Group made a proposal that did not include Mr. Culpepper, the board, in good faith, would consider it.

On March 28, counsel to the Company received a letter from Courtlandt Miller indicating that the Culpepper Group would agree to exclude Mr. Culpepper from the Culpepper Group until the arbitration regarding his employment was completed and then only employ him at the Company if the arbitrator found in favor of Mr. Culpepper (the “Miller Proposal”). That afternoon, a board meeting was held to discuss the Miller Proposal and to formulate a response.

On March 30, 2017, the board received a term sheet evidencing the investment component of the Miller Proposal. That afternoon, a board meeting was held to compare the Miller Proposal and the PRH Proposal. On that same day, Mr. Culpepper filed an amendment to the Schedule 13D noting that he was now a part of a “group” within the meaning of Section 13(d)(3) of the Exchange Act with the members party to the Miller Proposal (the “Miller Group”) and would no longer file an individual Schedule 13D. Also on March 30, the Miller Group filed a Schedule 13D as joint filers (the “Miller 13D”). The Miller 13D contained numerous

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misleading statements and failed to state material facts that made the disclosure therein misleading regarding its discussions with Provectus and the board and falsely implying a negotiated deal between the Miller Group and the Company. On March 31, 2017, the Company filed a Current Report on Form 8-K publicly correcting the misstatements and inaccuracies contained in the Miller 13D.

On April 3, 2017, Mr. Miller sent to the board an email correspondence and letter indicating that the Culpepper Group was reverting to its original proposal, which the board had previously rejected (the “Revised Miller Proposal”). Later that day a board meeting was held to discuss the Revised Miller Proposal and the board unanimously rejected the Revised Miller Proposal and determined to close on the first tranche of the PRH Proposal.

On April 4, 2017, the Company filed a Current Report on Form 8-K to announce its entry into a secured promissory note (the “PRH Note”) with Cal Enterprises, LLC, an affiliate of Dominic Rodrigues, in the principal amount of up $2.5 Million. Additionally, Eric A. Wachter amended the terms of his note to match those of the PRH Note. The Company also announced the resignation of Al Smith, Tim Scott and Kelly McMasters from the board of directors and the reduction in the size of the board to four directors. The Company elected Dominic Rodrigues and Bruce Horowitz to fill the vacancies. Mr. Rodrigues was elected as Chairman of the Board.

On April 17, 2017, counsel to the Company received an email communication from the attorney for the Miller Group indicating that (i) the contractual commitments to invest in the Company terminated on April 14, 2017 and, therefore, the Miller Group no longer constitutes a “group” for purposes of the Exchange Act, and (ii) the Miller Group will file an amendment to their Schedule 13D stating such amendment constitutes an exit filing. Mr. Culpepper’s DEFA14A (adding proxy materials), filed on January 26, 2017 expressing his intent to nominate the Culpepper Group for director positions at the 2017 annual stockholder meeting is still effective, notwithstanding the Miller Group amendment to its Schedule 13D.