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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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