Current Report Filing (8-k)
June 23 2022 - 9:14AM
Edgar (US Regulatory)
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2022-06-22
2022-06-22
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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): June 22, 2022
PROVECTUS
BIOPHARMACEUTICALS, INC.
(Exact
name of registrant as specified in charter)
Delaware |
|
001-36457 |
|
90-0031917 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
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):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
|
|
|
|
|
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
5.07. Submission of Matters to a Vote of Security Holders.
(a) |
Provectus
Biopharmaceuticals, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on
June 22, 2022. |
|
|
(b) |
At
the Annual Meeting, the Company’s stockholders voted on five proposals. A brief description and tabulation of votes for each
proposal are set forth below. |
Proposal
1. The Company’s stockholders elected the following directors for a term of one year at the Annual Meeting, consistent with
the recommendation of the Company’s board of directors (the “Board”). There were 102,409,898 broker non-votes with
respect to the proposal.
Name of Candidate | |
Number of Votes | |
| |
For | | |
Withhold Authority | |
Webster Bailey | |
| 209,253,249 | | |
| 9,450,940 | |
Bruce Horowitz | |
| 211,179,669 | | |
| 7,524,520 | |
John Lacey, III, M.D. | |
| 212,997,979 | | |
| 5,706,210 | |
Ed Pershing, CPA | |
| 213,279,300 | | |
| 5,424,889 | |
Dominic Rodrigues | |
| 211,427,511 | | |
| 7,276,678 | |
Proposal
2. The Company’s stockholders approved the advisory vote on the compensation of the Company’s named executive officers
at the Annual Meeting, consistent with the Board’s recommendation. There were 102,409,898 broker non-votes with respect to the
proposal.
| |
Number of Votes | |
For | |
| 206,671,962 | |
Against | |
| 9,642,076 | |
Abstention | |
| 2,390,151 | |
Proposal
3. The Company’s stockholders ratified the selection of Marcum LLP as the Company’s independent registered public accounting
firm for 2022 at the Annual Meeting, consistent with the Board’s recommendation. There were no broker non-votes with respect to
the proposal.
| |
Number of Votes | |
For | |
| 313,359,027 | |
Against | |
| 5,183,663 | |
Abstention | |
| 2,156,877 | |
Proposal
4. The Company’s stockholders authorized the Board to amend the Company’s 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 the Company’s 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 the Board 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, consistent with the Board’s recommendation. There
were no broker non-votes with respect to the proposal.
| |
Number of Votes | |
For | |
| 300,533,879 | |
Against | |
| 19,072,017 | |
Abstention | |
| 1,093,671 | |
Proposal
5. The Company’s stockholders authorized the Board, given the Company’s stockholders’ approval of Proposal 4, to
amend the Company’s Certificate of Incorporation, as amended by the Certificates of Designation, to decrease the number of authorized
shares of the Company’s common stock and preferred stock by the same reverse stock split ratio determined by the Board, consistent
with the Board’s recommendation. There were no broker non-votes with respect to the proposal.
| |
Number of Votes | |
For | |
| 302,452,081 | |
Against | |
| 16,525,433 | |
Abstention | |
| 1,722,053 | |
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:
June 23, 2022
|
PROVECTUS
BIOPHARMACEUTICALS, INC. |
|
|
|
|
By: |
/s/
Bruce Horowitz |
|
|
Bruce
Horowitz |
|
|
Chief
Operating Officer (Principal Executive Officer) |
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