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 21, 2024
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.) |
800 S. Gay Street, Suite 1610, Knoxville, TN 37929
(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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
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 1.01. | Entry into a Material Definitive Agreement. |
On June 21, 2024, Provectus Biopharmaceuticals, Inc. (the “Company”) entered into a Conversion Agreement (the “Conversion Agreement”) with Dominic Rodrigues, the Company’s Vice Chairman and President, that provides for the forfeiture and redemption of 11,416,262 shares (the “Forfeited Shares”) of the Company’s Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”), held by Mr. Rodrigues in exchange for 1,141,626 shares of the Company’s Series D-1 Convertible Preferred Stock, par value $0.001 per share (the “Series D-1 Preferred Stock”). The shares of Series D-1 Preferred Stock will be issued to Mr. Rodrigues after the filing of the Amendments (as defined below).
Mr. Rodrigues agreed to enter into the Conversion Agreement in order to permit the Company to increase the number of authorized shares of Series D-1 Preferred Stock. The shares of the Company’s Series D-1 Preferred Stock issued to Mr. Rodrigues as consideration for the Forfeited Shares are economically equivalent to the Forfeited Shares that he owned before entering into the Conversion Agreement.
The foregoing description of the Conversion Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Conversion Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 24, 2024, the Company filed a Certificate of Amendment to the Certificate of Designation of Preferences, Rights, and Limitations of Series D Convertible Preferred Stock (the “Series D Amendment”) with the Secretary of State of the State of Delaware, reducing the number of authorized shares of Series D Preferred Stock from 12,374,000 to 957,100 shares. Following the filing of the Series D Amendment, the Company then filed on the same day a Certificate of Amendment to the Certificate of Designation of Preferences, Rights, and Limitations of Series D-1 Convertible Preferred Stock (the “Series D-1 Amendment,” and together with the Series D Amendment, the “Amendments”) with the Secretary of State of the State of Delaware, increasing the number of authorized shares of Series D-1 Preferred Stock from 11,241,000 to 23,042,900 shares.
The foregoing descriptions of the Series D Amendment and Series D-1 Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendments, copies of which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description | |
| 3.1 | Certificate of Amendment to the Certificate of Designation of Preferences, Rights, and Limitations of Series D Convertible Preferred Stock | |
| 3.2 | Certificate of Amendment to the Certificate of Designation of Preferences, Rights, and Limitations of Series D-1 Convertible Preferred Stock | |
| 10.1 | Conversion Agreement, dated June 21, 2024, by and between the Company and Dominic Rodrigues | |
| 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: June 25, 2024 | ||
| PROVECTUS BIOPHARMACEUTICALS, INC. | ||
| By: | /s/ Heather Raines | |
| Heather Raines | ||
| Chief Financial Officer (Principal Financial Officer) | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS AND LIMITATIONS
OF
SERIES D 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 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 a decrease to the number of shares of authorized preferred stock that would be designated as Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Convertible Preferred Stock”) and approving the form of this amendment to the Certificate of Designation set forth below:
RESOLVED, that the Certificate of Designation of the Company be amended as follows:
1. Designation and Number of Shares. One series of Preferred Stock is established and designated as Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Convertible Preferred Stock”). The number of shares constituting the Series D Convertible Preferred Stock shall be 957,100 shares.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of the 21st day of June, 2024.
| 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 and was subsequently amended by that certain Certificate of Amendment, dated March 13, 2022 (as amended, 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:
RESOLVED, that the Certificate of Designation of the Company be amended as follows:
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 23,042,900 shares.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of the 21st day of June, 2024.
| PROVECTUS BIOPHARMACEUTICALS, INC. | ||
| By: | /s/ Heather Raines | |
| Heather Raines | ||
| Chief Financial Officer | ||
Exhibit 10.1
CONVERSION AGREEMENT
THIS CONVERSION AGREEMENT (this “Agreement”) is entered into as of June 21, 2024 (the “Agreement Date”) by and between Provectus Biopharmaceuticals, Inc., a Delaware corporation (“Provectus”), and Dominic Rodrigues, an individual stockholder, director and officer of Provectus (the “Stockholder”). Provectus and the Stockholder are collectively referred to herein as the “Parties” and individually as a “Party”.
WHEREAS, the Stockholder currently owns 11,416,262 shares of Provectus’ Series D Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”),
WHEREAS, the Stockholder desires to forfeit 11,416,262 shares (the “Forfeited Shares”) of Series D Convertible Preferred Stock, and Provectus desires to redeem the Forfeited Shares in exchange for 1,141,626 shares of Provectus’ Series D-1 Convertible Preferred Stock, par value $0.0001 per share (the “Series D-1 Preferred Stock”).
NOW, THEREFORE, in consideration of the premises, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree, intending to be legally bound, as follows:
1. Forfeiture. The Stockholder hereby agrees that, without any further action by the Stockholder, the Forfeited Shares shall automatically be forfeited to Provectus.
2. Redemption. Provectus hereby agrees to accept the Forfeited Shares and to redeem such Forfeited Shares effective immediately.
3. Certificates of Amendment. Following the tender of the Forfeited Shares by the Stockholder, Provectus shall file with the Secretary of State of the State of Delaware:
(a) a Certificate of Amendment to the Certificate of Designation of Preferences, Rights, and Limitations of Series D Convertible Preferred Stock to reduce the number of authorized shares of Series D Convertible Preferred Stock, as set forth therein (the “Series D Amendment”); and
(b) a Certificate of Amendment to the Certificate of Designation of Preferences, Rights, and Limitations of Series D-1 Convertible Preferred Stock to increase the number of authorized shares of Series D-1 Convertible Preferred Stock, as set forth therein (the “Series D-1 Amendment,” and collectively with the Series D Amendment, the “Amendments”).
4. Issuance. Following the filing of the Amendments, Provectus shall issue 1,141,626 shares of Series D-1 Preferred Stock to the Stockholder as consideration for the Forfeited Shares.
5. Representations and Warranties of the Stockholder. The Stockholder represents and warrants to Provectus as follows:
(a) The Stockholder is the legal owner of the Forfeited Shares, free and clear of all liens.
(b) The Stockholder has all requisite power and authority to execute and deliver this Agreement and perform its respective obligations hereunder.
(c) The Stockholder, in making the decisions to enter into this Agreement and to forfeit the Forfeited Shares, has not relied upon any oral or written representations or assurances from Provectus or any of its respective officers, directors, partners, or employees or any other representatives or agents.
(d) The Stockholder acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with such Party’s own legal counsel and investment and tax advisors, has sought such accounting, legal and tax advice as such Party has considered necessary to make an informed decision with respect to the transactions contemplated by this Agreement, and has not received and is not relying on any statement, representation or warranty made by any person, firm or corporation (including without limitation Provectus or its affiliates) in connection with the transactions contemplated by this Agreement.
(e) The execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Party and no other actions or proceedings on the part of such Party are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Party and constitutes the legal, valid and binding obligations of such Party, enforceable against such Party in accordance with its terms.
(f) No filing with, or notification to, any governmental authority, and no consent, approval, authorization or permit of any other person is necessary for the execution of this Agreement by the Stockholder, the performance of its obligations hereunder or the consummation by it of the transactions contemplated hereby. None of the execution and delivery of this Agreement by the Stockholders, the performance of its obligations hereunder or the consummation by it of the transactions contemplated hereby shall (i) conflict with or result in any breach of the organizational documents of such Party, (ii) result in, or give rise to, a violation or breach of or a default under any of the terms of any contract or obligation to which such Party is a party or by which such Party or any of its assets may be bound, or (iii) violate any applicable law or order, except for any of the foregoing in clauses (i) through (iii) as would not reasonably be expected to impair the such Party’s ability to perform its obligations under this Agreement in any material respect.
6. Miscellaneous.
(a) This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.
(b) Nothing contained in this Agreement or in any instrument or document executed by any Party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person that is not a Party hereto or thereto or a successor or permitted assign of such a Party.
(c) This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of law principles thereof.
(d) Any term of this Agreement may be amended and the obligations of any term of this Agreement may be waived only with the written consent of the Parties.
(e) This Agreement constitutes the full and entire understanding and agreement among the Parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the Parties is expressly canceled.
(f) This Agreement may also be executed and delivered by facsimile or electronic signature or by email in portable document format in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(Signature Page Follows.)
| 2 |
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.
| PROVECTUS: | ||
| Provectus Biopharmaceuticals, Inc. | ||
| By: | /s/ Heather Raines | |
| Name: | Heather Raines | |
| Title: | Chief Financial Officer | |
| STOCKHOLDER: | ||
| Dominic Rodrigues | ||
| By: | /s/ Dominic Rodrigues | |
(Signature page to Conversion Agreement)