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): March 30, 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,
Tennessee 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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Certificate of Elimination – Series B Convertible Preferred Stock
On March 30, 2022, Provectus Biopharmaceuticals, Inc. (the “Company”) filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware to eliminate its Series B Convertible Preferred Stock (the “Series B Preferred Stock”). On August 25, 2021, all remaining shares of Series B Preferred Stock were converted into shares of the Company’s common stock, par value $0.001 per share. A copy of the Certificate of Elimination relating to the Series B Preferred Stock is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Certificate of Amendment – Series D-1 Convertible Preferred Stock
On March 30, 2022, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series D-1 Convertible Preferred Stock (the “Series D-1 Preferred Stock”) with the Secretary of State of the State of Delaware, increasing the number of authorized shares of the Company’s preferred stock, par value $0.001 per share, designated as Series D-1 Preferred Stock from 9,441,000 shares to 11,241,000 shares. A copy of the Certificate of Amendment relating to the Series D-1 Preferred Stock is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number |
Description | |
| 3.1 | Certificate of Elimination with respect to Series B Convertible Preferred Stock. | |
| 3.2 | Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series D-1 Convertible Preferred Stock. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: April 4, 2022
| PROVECTUS BIOPHARMACEUTICALS, INC. | ||
| By: | /s/ Heather Raines | |
| Heather Raines | ||
| Chief Financial Officer (Principal Financial Officer) | ||
Exhibit 3.1
STATE OF DELAWARE
CERTIFICATE OF ELIMINATION
OF
CERTIFICATE OF DESIGNATION OF SERIES B CONVERTIBLE PREFERRED STOCK
OF
PROVECTUS BIOPHARMACEUTICALS, INC.
| 1. | The name of the Corporation is Provectus Biopharmaceuticals, Inc. (the “Company”). | |
| 2. | The Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock of the Company (the “Series B Preferred Stock”) was filed with the Delaware Secretary of State on August 25, 2016. | |
| 3. | No shares of Series B Preferred Stock are currently issued or outstanding. | |
| 4. | The Board of Directors of the Company approved and adopted the following resolutions, eliminating the Series B Preferred Stock and approving the filing of this Certificate of Elimination (the “Certificate of Elimination”): |
NOW THEREFORE, BE IT RESOLVED, that there are no authorized shares of Series B Convertible Preferred Stock outstanding, and none will be issued under the Certificate of Designation filed with the Delaware Secretary of State on August 25, 2016; and
FURTHER RESOLVED, that the Board of Directors hereby consents to and approves the Certificate of Elimination.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Elimination this 30th day of March, 2022.
| PROVECTUS BIOPHARMACEUTICALS, INC. | ||
| By: | /s/ Heather Raines | |
| Heather Raines | ||
| Chief Financial Officer | ||
Exhibit 3.2
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS AND LIMITATIONS
OF
SERIES D-1 CONVERTIBLE PREFERRED STOCK
OF
PROVECTUS BIOPHARMACEUTICALS, INC.
PURSUANT TO SECTION 151 OF THE
DELAWARE GENERAL CORPORATION LAW
Provectus Biopharmaceuticals, Inc. (the “Company”), a corporation organized and existing and by virtue of the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify:
FIRST: The Company’s Certificate of Designation of Preferences, Rights and Limitations of Series D-1 Convertible Preferred Stock was filed with the Secretary of State of the State of Delaware on June 17, 2021 (the “Certificate of Designation”).
SECOND: The Board of Directors of the Company, acting by unanimous written consent pursuant to Section 141 of the DGCL, duly adopted resolutions approving an increase to the number of shares of authorized preferred stock that would be designated as Series D-1 Convertible Preferred Stock, par value $0.001 per share (the “Series D-1 Convertible Preferred Stock”) and approving the form of this amendment to the Certificate of Designation set forth below.
THIRD: The Certificate of Designation is hereby amended by deleting Section 1 in its entirety and replacing it with the following:
1. Designation and Number of Shares. One series of Preferred Stock is established and designated as Series D-1 Convertible Preferred Stock, par value $0.001 per share (the “Series D-1 Convertible Preferred Stock”). The number of shares constituting the Series D-1 Convertible Preferred Stock shall be 11,241,000 shares.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Elimination this 30th day of March, 2022.
| PROVECTUS BIOPHARMACEUTICALS, INC. | ||
By: |
/s/ Heather Raines | |
| Heather Raines | ||
| Chief Financial Officer | ||