UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by the Registrant ☒ Filed by a Party other than the Registrant ☐
☐ |
Preliminary
Proxy Statement |
|
|
☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|
|
☐ |
Definitive
Proxy Statement |
|
|
☒ |
Definitive
Additional Materials |
|
|
☐ |
Soliciting
Material under §240.14a-12 |
Provectus
Biopharmaceuticals, Inc. |
(Name
of registrant as specified in its charter) |
|
|
(Name
of person(s) filing proxy statement, if other than the registrant) |
|
Payment
of Filing Fee (Check the appropriate box): |
☒ |
No
fee required |
|
|
☐ |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
|
(1) |
Title
of each class of securities to which transaction applies:
|
|
|
|
|
(2) |
Aggregate
number of securities to which transaction applies: |
|
|
|
|
|
|
|
(3) |
Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
|
|
|
|
|
|
|
(4) |
Proposed
maximum aggregate value of transaction: |
|
|
|
|
|
|
|
(5) |
Total
fee paid: |
|
|
|
|
|
|
☐ |
Fee
paid previously with preliminary materials. |
|
|
☐ |
Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
|
|
|
|
(1) |
Amount
Previously Paid:
|
|
|
|
|
(2) |
Form,
Schedule or Registration Statement No.:
|
|
|
|
|
(3) |
Filing
Party: |
|
|
|
|
|
|
|
(4) |
Date
Filed: |
|
|
|
Provectus
Biopharmaceuticals Discusses 2022 Annual Stockholder Meeting Reverse Stock Split and Authorized Share Reduction Proposals
KNOXVILLE,
TN, May 26, 2022 (PROVECTUS NEWS) — Provectus (OTCQB: PVCT) today addressed a potential reverse stock split of the Company’s
outstanding common and preferred shares, and a proportional reduction in its authorized shares. At Provectus’ 2022 Annual
Meeting of Stockholders (2022 Annual Meeting) on June 22, the Company’s Board of Directors (Board) seeks approvals for, among other
proposals, the authority to undertake a reverse stock split (RSS)1 and an authorized share reduction (ASR)2.
Provectus
stockholders are encouraged to email their questions about the 2022 Annual Meeting proposals to the Board at ASM2022questions@pvct.com.
|
1. |
The
RSS will not dilute the ownership of existing Provectus shareholders. |
The
Board expects that the RSS will result in the following:
|
● |
The
share price will increase by the RSS ratio chosen by the Board, |
|
|
|
|
●
| Provectus’
market capitalization will remain the same, and |
|
|
|
|
●
| The
value of existing investors’ shareholdings will also remain the same. |
However,
the Company’s share price and market capitalization may be affected by other factors that may be unrelated to the number of shares
outstanding, including but not limited to Provectus’ financial results, general economic and/or stock market conditions, and investor
perception of the Company’s business. As a result, there can be no assurance that the results described above will occur.
|
2. |
Potential
dilution remains the same before and after the RSS and ASR. |
|
● |
The
number of outstanding, unissued, and authorized shares will be reduced at the same time by the same proportion of the chosen
RSS ratio. |
|
3. |
The
Board believes that the RSS and ASR are a fundamental step in the business turnaround of Provectus. |
The
Board understands that RSSs may have a negative perception because an RSS is often done to increase a company’s share price in
order to maintain its major stock exchange listing. Each company’s RSS decision-making is unique to its circumstances, however,
and should be viewed as such.
Provectus’
situation is different because the Board is proposing the RSS and ASR as a fundamental step in the business turnaround that started in
2017, when a group of shareholders3 (Ed Pershing, Dominic Rodrigues, and Bruce Horowitz; collectively, the “PRH”)
closed a definitive financing with the Company4:
|
● |
Between
June 30, 2002, the quarter during which the Company was founded, and March 31, 2017, Provectus’ fully diluted shares of common
stock outstanding increased by more than 6,400%, from 9 million to 564 million.5,6,7 |
|
|
|
|
●
| Whereas,
between April 1, 2017 and March 31, 2022, fully diluted shares of common stock outstanding decreased by 6% to 529 million as the
Company raised approximately $27 million .8,9 |
|
4. |
The
Board believes that an RSS and ASR of the same ratio at the same time is in the best interests of Provectus stockholders. |
In
2016, Provectus sought to undertake an RSS of the Company’s outstanding common stock and to increase the number of authorized
common shares. The RSS was not approved by stockholders.10,11
In
contrast, at the 2022 Annual Meeting, Provectus is seeking approval to undertake an RSS of all outstanding equities and an ASR of
all equities by the same RSS ratio. The Board desires to demonstrate to stockholders that it will continue to be prudent in
approving additional issuances of common and preferred stocks in connection with potential future financings.
|
5. |
The
Board unanimously recommends that Provectus stockholders vote FOR all proposals, including the RSS (Proposal #4) and the ASR (Proposal
#5). |
The
Board asks the Company’s stockholders to:
|
● |
Review
all of the information that Provectus has provided them, |
|
|
|
|
● |
Compare
and contrast the Company’s current approach to managing its capitalization structure with prior historical efforts,
and |
|
|
|
|
● |
Decide
if the Board’s RSS and ASR proposals are a good choice for them. |
The
Board believes that the proposed RSS and ASR can position Provectus’ share price and market capitalization to better reflect
continued fundamental progress as the Company’s business transformation and clinical development further unfold.
Availability
of Proxy Materials
The
Company’s 2022 Annual Meeting will be held to, among other things, consider reverse stock split and authorized share decrease proposals.
In connection with the 2022 Annual Meeting, the Company filed a definitive proxy statement with the Securities and Exchange Commission
(SEC) on April 29, 2022, which may be found here: https://www.sec.gov/Archives/edgar/data/315545/000149315222011474/formdef14a.htm.
Provectus
mailed a Notice of Internet Availability of Proxy Materials (Notice) to its stockholders on or about May 13, 2022. These materials are
available on the Company’s website and may be found here: https://www.provectusbio.com/annual-meeting/.
About
Provectus
Provectus
Biopharmaceuticals, Inc. (Provectus or the Company) is a clinical-stage biotechnology company developing immunotherapy medicines for
different disease areas based on a class of small molecules called halogenated xanthenes (HXs). The Company’s lead molecule is
RBS. A second HX molecule has been synthesized.
Provectus’
drug discovery and development programs include investigational drugs and drug targets in oncology (clinical-stage), dermatology (clinical-stage),
hematology, virology, microbiology, ophthalmology (clinical-stage), and animal health, and use multiple routes of administration, such
as intralesional (IL), topical (.top), oral (P.O.), inhaled (.inh), intranasal (IN), and intravenous (IV).
Information
about the Company’s clinical trials can be found at the National Institutes of Health (NIH) registry, www.clinicaltrials.gov.
For additional information about Provectus, please visit the Company’s website at www.provectusbio.com.
References
1
Proposal #4: “To authorize our Board of Directors to amend our Certificate of Incorporation, as amended by the Certificate
of Designation of Series D Convertible Preferred Stock and Certificate of Designation of Series D-1 Convertible Preferred Stock (the
“Certificates of Designation”), to effect a reverse stock split of our common stock, Series D Convertible Preferred Stock,
and Series D-1 Convertible Preferred Stock at a ratio of between 1-for-10 and 1-for-50, where the ratio would be determined by our Board
of Directors at its discretion, and to make corresponding amendments to the Certificates of Designation to provide for the proportional
adjustment of certain terms upon a reverse stock split”
2
Proposal #5: “To authorize our Board of Directors, if and only if Proposal 4 is approved, to amend our Certificate
of Incorporation, as amended by the Certificates of Designation, to decrease the number of authorized shares of our common stock and
preferred stock by the same reverse stock split ratio determined by our Board of Directors”
3
PRH has specifically disclaimed that it was or is a “group” as defined under U.S. federal securities laws.
4
“Provectus Biopharmaceuticals, Inc. Form 8-K.” EDGAR. SEC, 2017, https://www.sec.gov/Archives/edgar/data/315545/000119312517093889/d365732d8k.htm
5
“Provectus Biopharmaceuticals, Inc. Form 10-QSB for the quarter ending June 30, 2002.” EDGAR. SEC, 2002, https://www.sec.gov/Archives/edgar/data/315545/000107878202000181/ppi602qsb.htm
6
“Provectus Biopharmaceuticals, Inc. Form 10-K for the year ending December 31, 2016.” EDGAR. SEC, 2016, https://www.sec.gov/Archives/edgar/data/315545/000119312517165654/d373832d10q.htm
7
“Provectus Biopharmaceuticals, Inc. Form 10-Q for the quarter ending March 31, 2017.” EDGAR. SEC, 2017, https://www.sec.gov/Archives/edgar/data/315545/000119312517106543/d289943d10k.htm
8
“Provectus Biopharmaceuticals, Inc. Form 10-K for the year ending December 31, 2021.” EDGAR. SEC, 2021, https://www.sec.gov/ix?doc=/Archives/edgar/data/315545/000149315222008016/form10-k.htm
9
“Provectus Biopharmaceuticals, Inc. Form 10-Q for the quarter ending March 31, 2022.” EDGAR. SEC, 2022, https://www.sec.gov/ix?doc=/Archives/edgar/data/315545/000149315222012970/form10-q.htm
10
“Provectus Biopharmaceuticals, Inc. Schedule 14A.” EDGAR. SEC, 2016, https://www.sec.gov/Archives/edgar/data/315545/000119312516755796/d273727ddef14a.htm
11
“Provectus Biopharmaceuticals, Inc. Form 8-K.” EDGAR. SEC, 2016, https://www.sec.gov/Archives/edgar/data/315545/000119312516778114/d301002d8k.htm
FORWARD-LOOKING
STATEMENTS: The information in this Provectus News item includes “forward-looking statements,” within the meaning
of U.S. securities legislation, including forward-looking statements relating to the business of Provectus and its affiliates and the
potential effects of a reverse stock split and an authorized share reduction, which are based on the opinions and estimates of Company
management and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ
materially from those projected in the forward-looking statements. Forward-looking statements are often, but not always, identified by
the use of words such as “seek,” “anticipate,” “budget,” “plan,” “continue,”
“estimate,” “expect,” “forecast,” “may,” “will,” “project,” “predict,”
“potential,” “targeting,” “intend,” “could,” “might,” “should,”
“believe,” and similar words suggesting future outcomes or statements regarding an outlook.
The
safety and efficacy of the agents and/or uses under investigation have not been established. There is no guarantee that the agents will
receive health authority approval or become commercially available in any country for the uses being investigated or that such agents
as products will achieve any particular revenue levels.
Due
to the risks, uncertainties, and assumptions inherent in forward-looking statements, readers should not place undue reliance on these
forward-looking statements. The forward-looking statements contained in this Provectus News item are made as of the date hereof or as
of the date specifically specified herein, and Provectus undertakes no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. The forward-looking
statements are expressly qualified by this cautionary statement.
Risks,
uncertainties, and assumptions include those discussed in the Company’s filings with the SEC, including those described in Item
1A of the
Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and Provectus’
Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 and in the section entitled “Certain Risks Associated with
the Reverse Stock Split” in the Company’s definitive proxy statement.
Additional
Information and Where to Find It
This
communication may be deemed to be solicitation material in connection with the proposals to be submitted to the Company’s stockholders
at its 2022 Annual Meeting, including the reverse stock split and authorized share reduction proposals. STOCKHOLDERS ARE URGED TO READ
CAREFULLY AND, IN ITS ENTIRETY, THE DEFINITIVE PROXY STATEMENT FILED WITH THE SEC AND OTHER RELEVANT MATERIALS, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE COMPANY AND THE 2022 ANNUAL MEETING PROPOSALS. A Notice with instructions for accessing the definitive
proxy statement, 2021 Annual Report, and proxy card was mailed on or about May 13, 2022 to stockholders as of the record date of April
25, 2022. Stockholders may obtain free copies of the Company’s definitive proxy statement and its other SEC filings electronically
by accessing the SEC’s home page at http://www.sec.gov. Copies can also be obtained, free of charge, upon written request
to Provectus Biopharmaceuticals, Inc., Attn: Secretary, 10025 Investment Drive, Suite 250, Knoxville, Tennessee 37932, (866) 594-5999.
Copies can also be obtained electronically from the Company’s Annual Meeting webpage: https://www.provectusbio.com/annual-meeting/.
Participants
in Solicitation
The
Company and its directors, executive officers, and advisors may be deemed to be participants in the solicitation of proxies from the
holders of the Company’s Common Stock, Series D Convertible Preferred Stock, and Series D-1 Convertible Preferred Stock in respect
of the 2022 Annual Meeting proposals.
Investors
may obtain additional information regarding the interest of those participants by reading the Company’s definitive proxy statement
and other relevant proxy materials, and the Company’s annual reports on Form 10-K and quarterly reports on Form 10-Q, as filed
with the SEC.
###
Contact:
Provectus
Biopharmaceuticals, Inc.
Heather
Raines, CPA
Chief
Financial Officer
Phone:
(866) 594-5999
Provectus Biopharmaceuti... (QB) (USOTC:PVCT)
Historical Stock Chart
From Mar 2024 to Apr 2024
Provectus Biopharmaceuti... (QB) (USOTC:PVCT)
Historical Stock Chart
From Apr 2023 to Apr 2024