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 18, 2015

 

 

PROVECTUS BIOPHARMACEUTICALS, INC.

(Exact name of registrant as specified in charter)

 

 

 

Delaware   001-36457   90-0031917

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

   

7327 Oak Ridge Hwy., Knoxville, Tennessee 37931

(Address of Principal Executive Offices)

(866) 594-5999

(Registrant’s Telephone Number, Including Area Code)

(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:

 

¨ 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))

 

 

 

Item 1.01. Entry into Material Definitive Agreement.

On June 18, 2015, Provectus Biopharmaceuticals, Inc. (the “Company”) and Alpha Capital Anstalt (“Investor”) entered into a Consent and Waiver of Rights (the “Consent and Waiver”), pursuant to which Investor agreed to reduce Investor’s right to purchase shares of the Company’s common stock from $30,000,000 to $10,000,000. The foregoing summary of the Consent and Waiver is not intended to be complete, and reference is made to the full text of the Consent and Waiver, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

Item 7.01. Regulation FD Disclosure.

On June 24, 2015, the Company issued a press release (the “Maxim Press Release”) announcing the completion of its public offering (the “Offering”). The Offering consisted of 17,500,000 shares of common stock and warrants to purchase 17,500,000 shares of common stock with a public offering price of $0.75 for a fixed combination of one share of common stock and a warrant to purchase one share of common stock. At the closing, the underwriters exercised their over-allotment option with respect to warrants to purchase up to an additional 2,625,000 shares of common stock. The Company has also granted the underwriters a 45-day option to purchase up to an additional 2,625,000 shares of common stock, which expires on August 3, 2015. The Maxim Press Release also announced that warrants issued in the Offering began trading on the NYSE MKT on June 22, 2015, under the ticker symbol “PVCTWS.” A copy of the Maxim Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On June 24, 2015, the Company issued a press release (the “ESMO Press Release”) announcing that the abstract titled, “Phase 1 Study of PV-10 for Chemoablation of Hepatocellular Cancer and Cancer Metastatic to the Liver” to be presented at the ESMO 17th World Congress on Gastrointestinal Cancer is now available online. A copy of the ESMO Press Release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in this Item 7.01 disclosure, including Exhibits 99.1 and 99.2 and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit     

Number

  

Description

10.1    Consent and Waiver of Rights, between Provectus Biopharmaceuticals, Inc. and Alpha Capital Anstalt
99.1    Maxim Press Release, dated June 24, 2015
99.2    ESMO Press Release, dated June 24, 2015

 

2

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 24, 2015

 

PROVECTUS BIOPHARMACEUTICALS, INC.
By:

/s/ Peter R. Culpepper

Peter R. Culpepper
Chief Financial Officer and Chief Operating Officer

 

3

EXHIBIT INDEX

 

Exhibit
Number

  

Description

10.1    Consent and Waiver of Rights, between Provectus Biopharmaceuticals, Inc. and Alpha Capital Anstalt
99.1    Maxim Press Release, dated June 24, 2015
99.2    ESMO Press Release, dated June 24, 2015

Exhibit 10.1

CONSENT AND WAIVER OF RIGHTS

THIS CONSENT AND WAIVER OF RIGHTS (this “ Consent and Waiver ”) is granted effective as of June 18, 2015, by Alpha Capital Anstalt (“ Investor ”). Any capitalized term used herein and not otherwise defined shall have the meaning provided in the Purchase Agreement (defined below).

W I T N E S S E T H :

WHEREAS, Investor is a party to that certain Purchase Agreement, dated as of July 22, 2013, by and between Provectus Pharmaceuticals, Inc., a Nevada corporation, now known as Provectus Biopharmaceuticals, Inc., a Delaware corporation (“ Provectus ”), and each of the investors who are named as Investors therein (the “ Purchase Agreement ”);

WHEREAS, pursuant to the terms and conditions of the Purchase Agreement, Investor has the right to buy from the Company, up to Thirty Million Dollars ($30,000,000) of shares of the Company’s common stock, $0.001 par value (the “Common Stock”). The shares of Common Stock are referred to herein as the “Purchase Shares”;

WHEREAS, Investor and Provectus wish to reduce (the “Purchase Share Reduction”) the Investor’s right to buy Purchase Shares from Thirty Million Dollars ($30,000,000) to Ten Million Dollars ($10,000,000) to allow Maxim Group, LLC (“Maxim”) to sell additional securities under the Registration Statement in connection with that certain Underwriting Agreement by and among Provectus, Maxim (as representative of the underwriters), and any additional underwriters parties thereto, dated as of June 19, 2015, pursuant to which Maxim and any underwriters represented by Maxim have committed to purchase shares of Common Stock and warrants to purchase shares of Common Stock in an underwritten offering (the “Offering”); and

WHEREAS, Investor consents to the Purchase Share Reduction, waives all rights with respect to the Purchase Shares subject to the Purchase Share Reduction, and hereby consents to the purchase and sale by Maxim (and any underwriters party to the Underwriting Agreement) of the Purchase Shares subject to the Purchase Share Reduction.

NOW THEREFORE, in consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Consent and Waiver . Investor hereby consents to the Purchase Share Reduction and waives all rights in connection therewith. Investor retains all rights with respect to, and only with respect to, Investor’s right to buy from the Company, up to Ten Million Dollars ($10,000,000) of shares of Common Stock. Investor waives any and all notice rights, solely with respect to the Purchase Share Reduction. Investor agrees to enter into any additional written agreements as may be necessary to effectuate the foregoing.

2. Binding Effect . This Waiver shall be binding upon the parties and their respective successors and assigns.

3. Governing Law . This Waiver shall be governed by and construed in accordance with the law of the State of New York.

4. Counterparts . This Consent and Waiver may be executed in any number of counterparts, each of which will be deemed to be an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, Investor and Provectus have executed this Consent and Waiver, as of the date and year first above written.

 

INVESTOR:
Alpha Capital Anstalt
By:

/s/ Konrad Ackermann

Name:

Konrad Ackermann

Title:

Director

 

AGREED AND ACCEPTED:
PROVECTUS:
Provectus Biopharmaceuticals, Inc.
By:

/s/ Peter R. Culpepper

Name:

Peter R. Culpepper

Title:

CFO & COO

Exhibit 99.1

 

LOGO

 

Contact:

Provectus Biopharmaceuticals, Inc.

Peter R. Culpepper, CFO, COO

Phone: 866-594-5999 #30

Porter, LeVay & Rose, Inc.

Marlon Nurse, DM, SVP – Investor Relations

Phone: 212-564-4700

Todd Aydelotte– Media Relations

Phone: 646-428-0644

FOR IMMEDIATE RELEASE

Provectus Biopharmaceuticals, Inc. Announces Closing of Public Offering

KNOXVILLE, Tenn. June 24, 2015 — Provectus Biopharmaceuticals, Inc. (NYSE MKT: PVCT,www.pvct.com), a clinical-stage oncology and dermatology biopharmaceutical company (“Provectus” or the “Company”), announced today that it has completed its public offering of 17,500,000 shares of common stock and warrants to purchase 17,500,000 shares of common stock at a price to the public of $0.75 for a fixed combination of one share of common stock and a warrant to purchase one share of common stock. At the closing, the underwriter’s exercised their over-allotment option with respect to warrants to purchase an additional 2,625,000 shares of common stock. The Company has also granted the underwriters a 45-day over-allotment option to purchase up to an additional 2,625,000 shares of common stock, which expires on August 3, 2015.

The warrants issued in the public offering began trading on the NYSE MKT under the ticker symbol “PVCTWS” on June 22, 2015. At this time, only warrants issued in the public offering are listed on NYSE MKT. Such warrants have an exercise price of $0.85 per share, are exercisable immediately and will expire on June 19, 2020.

Maxim Group LLC is acting as sole book-running manager for the offering.

Provectus intends to use the net proceeds of the offering for clinical development, working capital and general corporate purposes.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Provectus Biopharmaceuticals, Inc.

Provectus Biopharmaceuticals, Inc. specializes in developing oncology and dermatology therapies. PV-10, its novel investigational drug for cancer, is designed for injection into solid tumors (intralesional administration), thereby reducing potential for systemic side effects. Its oncology focus is on melanoma, breast cancer and cancers of the liver. The Company has received orphan drug designations from the FDA for its melanoma and hepatocellular carcinoma indications. PH-10, its topical investigational drug for dermatology, is undergoing clinical testing for psoriasis and atopic dermatitis. Provectus has completed phase 2 trials of PV-10 as a therapy for metastatic melanoma, and of PH-10 as a topical treatment for atopic dermatitis and psoriasis. Information about these and the Company’s other clinical trials, including its current phase 3 study in melanoma, can be found at the NIH registry, www.clinicaltrials.gov. For additional information about Provectus, please visit the Company’s website at www.pvct.com or contact Porter, LeVay & Rose, Inc.

FORWARD-LOOKING STATEMENTS: This release contains “forward-looking statements” as defined under U.S. federal securities laws. These statements reflect management’s current knowledge, assumptions, beliefs, estimates, and expectations and express management’s current views of future performance, results, and trends and may be identified by their use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” and other similar terms. Forward-looking statements are subject to a number of risks and uncertainties that could cause our actual results to materially differ from those described in the forward-looking statements. Readers should not place undue reliance on forward-looking statements. Such statements are made as of the date hereof, and we undertake no obligation to update such statements after this date.

Risks and uncertainties that could cause our actual results to materially differ from those described in forward-looking statements include those discussed in our filings with the Securities and Exchange Commission (including those described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014) and the following:

 

  •   our determination, based on guidance from the FDA, whether to proceed with or without a partner with the fully enrolled phase 3 trial of PV-10 to treat locally advanced cutaneous melanoma and the costs associated with such a trial if it is necessary to complete (versus interim data alone);

 

  •   our determination whether to license PV-10, our melanoma drug product candidate, and other solid tumors such as cancers of the liver, if such licensure is appropriate considering the timing and structure of such a license, or to commercialize PV-10 on our own to treat melanoma and other solid tumors such as cancers of the liver;

 

  •   our ability to license our dermatology drug product candidate, PH-10, on the basis of our phase 2 atopic dermatitis and psoriasis results, which are in the process of being further developed in conjunction with mechanism of action studies; and

 

  •   our ability to raise additional capital if we determine to commercialize PV-10 and/or PH-10 on our own, although our expectation is to be acquired by a prospective pharmaceutical or biotech concern prior to commercialization.

###

Exhibit 99.2

 

LOGO

 

Contact:

Provectus Biopharmaceuticals, Inc.

Peter R. Culpepper, CFO, COO

Phone: 866-594-5999 #30

Porter, LeVay & Rose, Inc.

Marlon Nurse, DM, SVP – Investor Relations

Phone: 212-564-4700

Todd Aydelotte– Media Relations

Phone: 646-428-0644

FOR IMMEDIATE RELEASE

Provectus Biopharmaceuticals Announces Abstract Available on PV-10 for

Chemoablation of Liver Cancers at

ESMO 17th World Congress on Gastrointestinal Cancer

KNOXVILLE, Tenn. June 24, 2015 — Provectus Biopharmaceuticals, Inc. (NYSE MKT: PVCT,www.pvct.com), a clinical-stage oncology and dermatology biopharmaceutical company (“Provectus” or the “Company”), announced that the abstract titled, “Phase 1 Study of PV-10 for Chemoablation of Hepatocellular Cancer and Cancer Metastatic to the Liver” to be presented at the ESMO 17 th World Congress on Gastrointestinal Cancer is now available online at:

http://annonc.oxfordjournals.org/content/26/suppl_4/iv33.1.full?sid=82267ebd-da5c-4a1a-9320-a795571b6085

The abstract concludes “Preliminary efficacy in treatment of liver tumors with PV-10 was observed. Toxicity was transient, and treatment had acceptable tolerability. The study is continuing at three study centers with two expansion cohorts to assess response in hepatocellular carcinoma and other cancers metastatic to the liver.”

Eric Wachter, PhD, Chief Technology Officer of Provectus, will be the presenter, and is scheduled to make the presentation twice during the Congress. Both presentations are scheduled for Thursday, July 2, 2015; the first is from 10:30 to 11:00 a.m. and the second from 4:55 to 5:25 p.m. local time.

Once the poster has been presented at the Congress, Provectus will provide full details of its contents to the public.

About ESMO 17 th World Congress on Gastrointestinal Cancer

The ESMO 17 th World Congress on Gastrointestinal Cancer is the premier global event in the field, encompassing malignancies affecting every component of the gastrointestinal tract and aspects related to the care of patients with gastrointestinal cancer, including screening, diagnosis and the latest management options for common and uncommon tumours. It has been endorsed by leading professional societies and organizations. http://worldgicancer.com/WCGI/WGIC2015/index.asp

About Provectus Biopharmaceuticals, Inc.

Provectus Biopharmaceuticals, Inc. specializes in developing oncology and dermatology therapies. PV-10, its novel investigational drug for cancer, is designed for injection into solid tumors (intralesional administration), thereby reducing potential for systemic side effects. Its oncology focus is on melanoma, breast cancer and cancers of the liver. The Company has received orphan drug designations from the FDA for its melanoma and hepatocellular carcinoma indications. PH-10, its topical investigational drug for dermatology, is undergoing clinical testing for psoriasis and atopic dermatitis. Provectus has completed phase 2 trials of PV-10 as a therapy for metastatic melanoma, and of PH-10 as a topical treatment for atopic dermatitis and psoriasis. Information about these and the Company’s other clinical trials, including its current phase 3 study in melanoma, can be found at the NIH registry, www.clinicaltrials.gov. For additional information about Provectus, please visit the Company’s website at www.pvct.com or contact Porter, LeVay & Rose, Inc.

FORWARD-LOOKING STATEMENTS: This release contains “forward-looking statements” as defined under U.S. federal securities laws. These statements reflect management’s current knowledge, assumptions, beliefs, estimates, and expectations and express management’s current views of future performance, results, and trends and may be identified by their use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” and other similar terms. Forward-looking statements are subject to a number of risks and uncertainties that could cause our actual results to materially differ from those described in the forward-looking statements. Readers should not place undue reliance on forward-looking statements. Such statements are made as of the date hereof, and we undertake no obligation to update such statements after this date.

Risks and uncertainties that could cause our actual results to materially differ from those described in forward-looking statements include those discussed in our filings with the Securities and Exchange Commission (including those described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014) and the following:

 

  •   our determination, based on guidance from the FDA, whether to proceed with or without a partner with the fully enrolled phase 3 trial of PV-10 to treat locally advanced cutaneous melanoma and the costs associated with such a trial if it is necessary to complete (versus interim data alone);

 

  •   our determination whether to license PV-10, our melanoma drug product candidate, and other solid tumors such as cancers of the liver, if such licensure is appropriate considering the timing and structure of such a license, or to commercialize PV-10 on our own to treat melanoma and other solid tumors such as cancers of the liver;

 

  •   our ability to license our dermatology drug product candidate, PH-10, on the basis of our phase 2 atopic dermatitis and psoriasis results, which are in the process of being further developed in conjunction with mechanism of action studies; and

  •   our ability to raise additional capital if we determine to commercialize PV-10 and/or PH-10 on our own, although our expectation is to be acquired by a prospective pharmaceutical or biotech concern prior to commercialization.

###