Provectus Biopharmaceuticals, Inc DEFA14A, filed May 19, 2022
Provectus Biopharmaceuticals, Inc. (PVCT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
| Provectus Biopharmaceuticals, Inc. |
| (Name of registrant as specified in its charter) |
| (Name of person(s) filing proxy statement, if other than the registrant) |
| Payment of Filing Fee (Check the appropriate box): |
| ☒ | No fee required |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
| (1) | Title of each class of securities to which transaction applies:
| |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| (4) | Proposed maximum aggregate value of transaction: | |
| (5) | Total fee paid: | |
| ☐ | Fee paid previously with preliminary materials. | |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
| (1) | Amount Previously Paid:
| |
| (2) | Form, Schedule or Registration Statement No.:
| |
| (3) | Filing Party: | |
| (4) | Date Filed: | |
Provectus Biopharmaceuticals Discusses Potential Effects of Reverse Stock Split on Company’s Outstanding, Unissued, and Authorized Equities
KNOXVILLE, TN, May 19, 2022 (PROVECTUS NEWS) — Provectus (OTCQB: PVCT) today provided information about the effects of a potential reverse stock split on the Company’s shares of outstanding, unissued, and authorized common and preferred stocks. Provectus’ Board of Directors (Board) is seeking approvals for the authority to undertake a reverse stock split1 and an authorized share reduction2 at the Company’s 2022 Annual Meeting of Stockholders (2022 Annual Meeting) on June 22.
Should stockholders approve the Board’s proposals of a reverse stock split and an authorized share reduction, regardless of potential reverse stock split ratio chosen:
| ● | Each category of common and preferred stocks would remain in the same proportion, | |
| ● | Each category of common and preferred stocks would be reduced by the same proportion, and | |
| ● | Stockholders could not be diluted any more than the amount of unissued common stock would permit. |
Common Stock
Tables 1 to 4 below set forth, as of April 18, 2022 and for illustrative purposes only, the effects of potential reverse stock split ratios between 1-for-10 and 1-for-50 on Provectus’ outstanding, unissued, and authorized shares of common stock, without giving effect to the treatment of fractional shares.
Table 1. Effect on Outstanding Shares of Common Stock from Different Reverse Stock Split Ratios
| Common Stock Prior to Reverse Stock Split | Common Stock After Reverse Stock Split, Assuming Certain Reverse Stock Split Ratios | |||||||||||||||||||||||||||||||
| Equity Security | Shares | % of Total | 1-for-10: Shares | % of Total | 1-for-25: Shares | % of Total | 1-for-50: Shares | % of Total | ||||||||||||||||||||||||
| Common Stock | 419,447,119 | 79.34 | % | 41,944,712 | 79.34 | % | 16,777,885 | 79.34 | % | 8,388,942 | 79.34 | % | ||||||||||||||||||||
| Common Stock Underlying Stock Options | 3,625,000 | 0.69 | % | 362,500 | 0.69 | % | 145,000 | 0.69 | % | 72,500 | 0.69 | % | ||||||||||||||||||||
| Common Stock Underlying Warrants | 512,500 | 0.10 | % | 51,250 | 0.10 | % | 20,500 | 0.10 | % | 10,250 | 0.10 | % | ||||||||||||||||||||
| Series D Conv. Preferred Stock (as converted)* | 12,373,247 | 2.34 | % | 1,237,325 | 2.34 | % | 494,930 | 2.34 | % | 247,465 | 2.34 | % | ||||||||||||||||||||
| Series D-1 Conv. Preferred Stock (as converted) ** | 92,708,600 | 17.53 | % | 9,270,860 | 17.53 | % | 3,708,344 | 17.53 | % | 1,854,172 | 17.53 | % | ||||||||||||||||||||
| Total Outstanding Common Stock and Equivalents | 528,666,466 | 100 | % | 52,866,647 | 100 | % | 21,146,659 | 100 | % | 10,573,329 | 100 | % | ||||||||||||||||||||
* 1 share of Series D Convertible (Conv.) Preferred Stock converts into 1 share of Common Stock (i.e., the outstanding Series D Conv. Preferred Stock is convertible into an aggregate of 12,373,247 shares of Common Stock).
** 1 share of Series D-1 Conv. Preferred Stock converts into 10 shares of Common Stock (i.e., the outstanding Series D-1 Conv. Preferred Stock is convertible into an aggregate of 92,708,600 shares of Common Stock).
Table 2. Change in Outstanding Shares of Common Stock from Different Reverse Stock Split Ratios
| Common Stock Prior to Reverse Stock Split | Common Stock After Reverse Stock Split, Assuming Certain Reverse Stock Split Ratios | |||||||||||||||||||||||||||
| Equity Security | Shares | 1-for-10: Shares | % Change | 1-for-25: Shares | % Change | 1-for-50: Shares | % Change | |||||||||||||||||||||
| Common Stock | 419,447,119 | 41,944,712 | -90 | % | 16,777,885 | -96 | % | 8,388,942 | -98 | % | ||||||||||||||||||
| Common Stock Underlying Stock Options | 3,625,000 | 362,500 | -90 | % | 145,000 | -96 | % | 72,500 | -98 | % | ||||||||||||||||||
| Common Stock Underlying Warrants | 512,500 | 51,250 | -90 | % | 20,500 | -96 | % | 10,250 | -98 | % | ||||||||||||||||||
| Series D Conv. Preferred Stock (as converted) * | 12,373,247 | 1,237,325 | -90 | % | 494,930 | -96 | % | 247,465 | -98 | % | ||||||||||||||||||
| Series D-1 Conv. Preferred Stock (as converted) ** | 92,708,600 | 9,270,860 | -90 | % | 3,708,344 | -96 | % | 1,854,172 | -98 | % | ||||||||||||||||||
| Total Outstanding Common Stock and Equivalents | 528,666,466 | 52,866,647 | -90 | % | 21,146,659 | -96 | % | 10,573,329 | -98 | % | ||||||||||||||||||
* 1 share of Series D Conv. Preferred Stock converts into 1 share of Common Stock (i.e., the outstanding Series D Conv. Preferred Stock is convertible into an aggregate of 12,373,247 shares of Common Stock).
** 1 share of Series D-1 Conv. Preferred Stock converts into 10 shares of Common Stock (i.e., the outstanding Series D-1 Conv. Preferred Stock is convertible into an aggregate of 92,708,600 shares of Common Stock).
As illustrated in Tables 1 and 2, each category of outstanding common stock and equivalents remains in the same proportion regardless of potential reverse stock split ratio, and each category is also reduced by the same proportion regardless of potential ratio.
Table 3. Effect on Total Outstanding, Unissued, and Authorized Shares of Common Stock from Different Reverse Stock Split Ratios
| Common Stock Prior to Reverse Stock Split and Reduction in Authorized Shares | Common Stock After Reverse Stock Split and Reduction in Authorized Shares, Assuming Certain Reverse Stock Split Ratios | |||||||||||||||||||||||||||||||
| Equity Security | Shares | % of Total | 1-for-10: Shares | % of Total | 1-for-25: Shares | % of Total | 1-for-50: Shares | % of Total | ||||||||||||||||||||||||
| Total Outstanding Common Stock and Equivalentsa | 528,666,466 | 52.87 | % | 52,866,647 | 52.87 | % | 21,146,659 | 52.87 | % | 10,573,329 | 52.87 | % | ||||||||||||||||||||
| Total Common Stock Available for Future Issuances | 471,333,534 | 47.13 | % | 47,133,353 | 47.13 | % | 18,853,341 | 47.13 | % | 9,426,671 | 47.13 | % | ||||||||||||||||||||
| Total Authorized Common Stock | 1,000,000,000 | 100 | % | 100,000,000 | 100 | % | 40,000,000 | 100 | % | 20,000,000 | 100 | % | ||||||||||||||||||||
a From the last row of Table 1
Table 4. Change in Total Outstanding, Unissued, and Authorized Shares of Common Stock from Different Reverse Stock Split Ratios
Common Stock Prior to Reverse Stock Split and Reduction in Authorized Shares | Common Stock After Reverse Stock Split and Reduction in Authorized Shares, Assuming Certain Reverse Stock Split Ratios | |||||||||||||||||||||||||||
| Equity Security | Shares % of Total | 1-for-10: Shares | % Change | 1-for-25: Shares | % Change | 1-for-50: Shares | % Change | |||||||||||||||||||||
| Total Outstanding Common Stock and Equivalentsa | 528,666,466 | 52,866,647 | -90 | % | 21,146,659 | -96 | % | 10,573,329 | -98 | % | ||||||||||||||||||
| Total Common Stock Available for Future Issuances | 471,333,534 | 47,133,353 | -90 | % | 18,853,341 | -96 | % | 9,426,671 | -98 | % | ||||||||||||||||||
| Total Authorized Common Stock | 1,000,000,000 | 100,000,000 | -90 | % | 40,000,000 | -96 | % | 20,000,000 | -98 | % | ||||||||||||||||||
a From the last row of Table 1
As illustrated in Tables 3 and 4, each category of common stock remains in the same proportion regardless of potential reverse stock split ratio, and each of these categories is also reduced by the same proportion regardless of potential ratio.
Preferred Stock
Tables 5 to 8 below set forth, as of April 18, 2022 and for illustrative purposes only, the effects of potential reverse stock split ratios between 1-for-10 and 1-for-50 on Provectus’ outstanding, unissued, and authorized shares of preferred stock, without giving effect to the treatment of fractional shares.
Table 5. Effect on Outstanding Shares of Preferred Stock from Different Reverse Stock Split Ratios
| Preferred Stock Prior to Reverse Stock Split | Preferred Stock After Reverse Stock Split, Assuming Certain Reverse Stock Split Ratios | |||||||||||||||||||||||||||||||
| Equity Security | Shares | % of Total | 1-for-10: Shares | % of Total | 1-for-25: Shares | % of Total | 1-for-50: Shares | % of Total | ||||||||||||||||||||||||
| Series D Conv. Preferred Stock | 12,373,247 | 57.17 | % | 1,237,325 | 57.17 | % | 494,930 | 57.17 | % | 247,465 | 57.17 | % | ||||||||||||||||||||
| Series D-1 Conv. Preferred Stock | 9,270,860 | 42.83 | % | 927,086 | 42.83 | % | 370,834 | 42.83 | % | 185,417 | 42.83 | % | ||||||||||||||||||||
| Total Outstanding Preferred Stock | 21,644,107 | 100 | % | 2,164,411 | 100 | % | 865,764 | 100 | % | 432,882 | 100 | % | ||||||||||||||||||||
Table 6. Change in Outstanding Shares of Preferred Stock from Different Reverse Stock Split Ratios
| Preferred Stock Prior to Reverse Stock Split | Preferred Stock After Reverse Stock Split, Assuming Certain Reverse Stock Split Ratios | |||||||||||||||||||||||||||
| Equity Security | Shares | 1-for-10: Shares | % Change | 1-for-25: Shares | % Change | 1-for-50: Shares | % Change | |||||||||||||||||||||
| Series D Conv. Preferred Stock | 12,373,247 | 1,237,325 | -90 | % | 494,930 | -96 | % | 247,465 | -98 | % | ||||||||||||||||||
| Series D-1 Conv. Preferred Stock | 9,270,860 | 927,086 | -90 | % | 370,834 | -96 | % | 185,417 | -98 | % | ||||||||||||||||||
| Total Outstanding Preferred Stock | 21,644,107 | 2,164,411 | -90 | % | 865,764 | -96 | % | 432,882 | -98 | % | ||||||||||||||||||
As illustrated in Tables 5 and 6, each category of outstanding preferred stock remains in the same proportion regardless of potential reverse stock split ratio, and each category is also reduced by the same proportion regardless of potential ratio.
Table 7. Effect on Total Outstanding, Unissued, and Authorized Shares of Preferred Stock from Different Reverse Stock Split Ratios
| Preferred Stock Prior to Reverse Stock Split and Reduction in Authorized Shares | Preferred Stock After Reverse Stock Split and Reduction in Authorized Shares, Assuming Certain Reverse Stock Split Ratios | |||||||||||||||||||||||||||||||
| Equity Security | Shares | % of Total | 1-for-10: Shares | % of Total | 1-for-25: Shares | % of Total | 1-for-50: Shares | % of Total | ||||||||||||||||||||||||
| Total Outstanding Preferred Stockb | 21,644,107 | 86.58 | % | 2,164,411 | 86.58 | % | 865,764 | 86.58 | % | 432,882 | 86.58 | % | ||||||||||||||||||||
| Total Preferred Stock | 3,355,893 | 13.42 | % | 335,589 | 13.42 | % | 134,236 | 13.42 | % | 67,118 | 13.42 | % | ||||||||||||||||||||
| Available for Future Issuance | ||||||||||||||||||||||||||||||||
| Total Authorized Preferred Stock | 25,000,000 | 100 | % | 2,500,000 | 100 | % | 1,000,000 | 100 | % | 500,000 | 100 | % | ||||||||||||||||||||
b From the last row of Table 5
Table 8. Change in Total Outstanding, Unissued, and Authorized Shares of Preferred Stock from Different Reverse Stock Split Ratios
Preferred Stock Prior to Reverse Stock Split and Reduction in Authorized Shares | Preferred Stock After Reverse Stock Split and Reduction in Authorized Shares, Assuming Certain Reverse Stock Split Ratios | |||||||||||||||||||||||||||
| Equity Security | Shares | 1-for-10: Shares | % Change | 1-for-25: Shares | % Change | 1-for-50: Shares | % Change | |||||||||||||||||||||
| Total Outstanding Preferred Stockb | 21,644,107 | 2,164,411 | -90 | % | 865,764 | -96 | % | 432,882 | -98 | % | ||||||||||||||||||
| Total Preferred Stock Available for Future Issuance | 3,355,893 | 335,589 | -90 | % | 134,236 | -96 | % | 67,118 | -98 | % | ||||||||||||||||||
| Total Authorized Preferred Stock | 25,000,000 | 2,500,000 | -90 | % | 1,000,000 | -96 | % | 500,000 | -98 | % | ||||||||||||||||||
b From the last row of Table 5
As illustrated in Tables 7 and 8, each category of preferred stock remains in the same proportion regardless of potential reverse stock split ratio, and each of these categories is also reduced by the same proportion regardless of potential ratio.
Should stockholders approve the Board’s proposals of a reverse stock split and an authorized share reduction, regardless of potential reverse stock split ratio chosen, each category of common and preferred stocks would remain in the same proportion, and each category of common and preferred stocks would be reduced by the same proportion.
Availability of Proxy Materials
The Company’s 2022 Annual Meeting will be held to, among other things, consider a reverse stock split proposal and authorized share reduction proposal. In connection with the 2022 Annual Meeting, the Company has filed a definitive proxy statement with the Securities and Exchange Commission (SEC) on April 29, 2022, which may be found here: https://www.sec.gov/Archives/edgar/data/315545/000149315222011474/formdef14a.htm.
Provectus mailed a Notice of Internet Availability of Proxy Materials (Notice) to its stockholders on or about May 13, 2022. These materials are available on the Company’s website and may be found here: https://www.provectusbio.com/annual-meeting/.
About Provectus
Provectus Biopharmaceuticals, Inc. (Provectus or the Company) is a clinical-stage biotechnology company developing immunotherapy medicines for different disease areas based on a class of small molecules called halogenated xanthenes (HXs). The Company’s lead molecule is RBS. A second HX molecule has been synthesized.
Provectus’ drug discovery and development programs include investigational drugs and drug targets in oncology (clinical-stage), dermatology (clinical-stage), hematology, virology, microbiology, ophthalmology (clinical-stage), and animal health, and use multiple routes of administration, such as intralesional (IL), topical (.top), oral (P.O.), inhaled (.inh), intranasal (IN), and intravenous (IV).
Information about the Company’s clinical trials can be found at the National Institutes of Health (NIH) registry, www.clinicaltrials.gov. For additional information about Provectus, please visit the Company’s website at www.provectusbio.com.
References
1 Proposal #4: “To authorize our Board of Directors to amend our 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 our 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 our Board of Directors 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”
2 Proposal #5: “To authorize our Board of Directors, if and only if Proposal 4 is approved, to amend our Certificate of Incorporation, as amended by the Certificates of Designation, to decrease the number of authorized shares of our common stock and preferred stock by the same reverse stock split ratio determined by our Board of Directors”
FORWARD-LOOKING STATEMENTS: The information in this Provectus News item may include “forward-looking statements,” within the meaning of U.S. securities legislation, relating to the business of Provectus and its affiliates, which are based on the opinions and estimates of Company management and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek,” “anticipate,” “budget,” “plan,” “continue,” “estimate,” “expect,” “forecast,” “may,” “will,” “project,” “predict,” “potential,” “targeting,” “intend,” “could,” “might,” “should,” “believe,” and similar words suggesting future outcomes or statements regarding an outlook.
The safety and efficacy of the agents and/or uses under investigation have not been established. There is no guarantee that the agents will receive health authority approval or become commercially available in any country for the uses being investigated or that such agents as products will achieve any particular revenue levels.
Due to the risks, uncertainties, and assumptions inherent in forward-looking statements, readers should not place undue reliance on these forward-looking statements. The forward-looking statements contained in this Provectus News item are made as of the date hereof or as of the date specifically specified herein, and Provectus undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. The forward-looking statements are expressly qualified by this cautionary statement.
Risks, uncertainties, and assumptions include those discussed in the Company’s filings with the SEC, including those described in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and Provectus’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in connection with the proposals to be submitted to the Company’s stockholders at its 2022 Annual Meeting, including the reverse stock split and authorized share reduction proposals. STOCKHOLDERS ARE URGED TO READ CAREFULLY AND, IN ITS ENTIRETY, THE DEFINITIVE PROXY STATEMENT FILED WITH THE SEC AND OTHER RELEVANT MATERIALS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE 2022 ANNUAL MEETING PROPOSALS. A Notice with instructions for accessing the definitive proxy statement, 2021 Annual Report, and proxy card was mailed on or about May 13, 2022 to stockholders as of the record date of April 25, 2022. Stockholders may obtain free copies of the Company’s definitive proxy statement and its other SEC filings electronically by accessing the SEC’s home page at http://www.sec.gov. Copies can also be obtained, free of charge, upon written request to Provectus Biopharmaceuticals, Inc., Attn: Secretary, 10025 Investment Drive, Suite 250, Knoxville, Tennessee 37932, (866) 594-5999. Copies can also be obtained electronically from the Company’s Annual Meeting webpage: https://www.provectusbio.com/annual-meeting/.
Participants in Solicitation
The Company and its directors, executive officers, and advisors may be deemed to be participants in the solicitation of proxies from the holders of the Company’s Common Stock, Series D Convertible Preferred Stock, and Series D-1 Convertible Preferred Stock in respect of the 2022 Annual Meeting proposals.
Investors may obtain additional information regarding the interest of those participants by reading the Company’s definitive proxy statement and other relevant proxy materials, and the Company’s annual reports on Form 10-K and quarterly reports on Form 10-Q, as filed with the SEC.
###
Contact:
Provectus Biopharmaceuticals, Inc.
Heather Raines, CPA
Chief Financial Officer
Phone: (866) 594-5999