Current Report Filing (8-k)
May 20 2019 - 9:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
May 17, 2019
PROVECTUS
BIOPHARMACEUTICALS, INC.
(Exact
name of registrant as specified in charter)
Delaware
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001-36457
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90-0031917
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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10025
Investment Drive, Suite 250, Knoxville, TN 37932
(Address
of Principal Executive Offices) (Zip Code)
(866)
594-5999
(Registrant’s
Telephone Number, Including Area Code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (
see
General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act: None
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On
May 17, 2019, the Board of Directors (the “Board”) of Provectus Biopharmaceuticals, Inc. (the “Company”)
retained Eric A. Wachter, Ph.D. as the Company’s Chief Technology Officer under a new employment agreement effective as
of May 20, 2019 (the “Wachter Agreement”), a copy of which is filed as Exhibit 10.1 to this Current Report on Form
8-K and incorporated by reference herein. The Wachter Agreement provides that Dr. Wachter will be employed for an initial term
of one year, subject to automatic renewal for successive one-year periods, unless the Company or Dr. Wachter provides notice of
intent not to renew. Dr. Wachter’s initial base salary is $240,000 per year. Dr. Wachter has the right to continue to participate
in employee benefit plans.
In
the event Dr. Wachter’s employment with the Company is terminated by Dr. Wachter prior to, but not coincident with, a Change
in Control (as defined in the Wachter Agreement) or by reason of his death, disability, or retirement prior to a Change in Control,
he will be entitled to receive (i) his unpaid base salary through the last day of the month in which the date of termination occurs;
(ii) the pro rata portion of any unpaid incentive or bonus payment which has been earned prior to the date of termination; (iii)
any benefits to which he may be entitled as a result of such termination (or death), under the terms and conditions of the pertinent
plans or arrangements in effect at the time of the notice of termination; and (iv) any expense reimbursements due to Dr. Wachter
as of the date of termination. In the event that coincident with or following a Change in Control (as defined in the Wachter Agreement),
Dr. Wachter’s employment with the Company is terminated or the Wachter Agreement is not extended (A) by action of Dr. Wachter
coincident with or following a Change in Control including his death, disability or retirement, or (B) by action of the Company
not For Cause (as defined in the Wachter Agreement) coincident with or following a Change in Control, the Company shall pay Dr.
Wachter the compensation and benefits described in the sentence above, as well as a severance payment equal to 50% of his base
salary in the preceding calendar year, payable over six months. The Wachter Agreement also provides that the Company will indemnify
and hold harmless Dr. Wachter for all claims made against him by third parties based upon the services provided by him to the
Company. The Wachter Agreement also contains customary covenants relating to confidentiality, non-competition, non-solicitation,
return of property, and non-disparagement.
The
foregoing description of the terms and conditions of the Wachter Agreement is only a summary and is qualified in its entirety
by the full text of the Wachter Agreement.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date:
May 20, 2019
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PROVECTUS BIOPHARMACEUTICALS, INC.
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By:
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/s/
Heather Raines
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Heather
Raines, CPA
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Chief
Financial Officer
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