Provectus Biopharmaceuticals, Inc PRE 14A, filed Apr 26, 2024

Provectus Biopharmaceuticals, Inc. (PVCT)

PRE 14A 2024-04-26 For: 2024-04-26

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Added on October 17, 2026

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☒	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

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

	Sincerely,

	/s/ Dominic Rodrigues
	Dominic Rodrigues
	President

	1.	To elect four directors to serve on our Board of Directors;

	2.	To conduct an advisory vote to approve the compensation of our named executive officers;
	3.	To ratify the selection of Marcum LLP as our independent registered public accounting firm for 2024;
	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 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;

	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; and

	6.	To approve and adopt the Provectus Biopharmaceuticals, Inc. 2024 Equity Compensation Plan.

	By order of our board of directors,

	/s/ Dominic Rodrigues
	Dominic Rodrigues
	President

May [__], 2025
Knoxville, Tennessee

QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING OF STOCKHOLDERS	2
STOCK OWNERSHIP	7
CORPORATE GOVERNANCE	8
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS	11
SUMMARY COMPENSATION TABLE	13
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END	14
EQUITY COMPENSATION PLAN INFORMATION	14
DIRECTOR COMPENSATION	15
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	16
PROPOSAL 1 ELECTION OF DIRECTORS	18
PROPOSAL 2 ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	20
PROPOSAL 3 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	21
AUDIT COMMITTEE REPORT	22
PROPOSAL 4 AUTHORIZE A REVERSE STOCK SPLIT OF COMMON STOCK AND PREFERRED STOCK	23
PROPOSAL 5 AUTHORIZE A DECREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK AND PREFERRED STOCK	33
PROPOSAL 6 APPROVE AND ADOPT THE PROVECTUS BIOPHARMACEUTICALS, INC. 2024 EQUITY COMPENSATION PLAN	37
OTHER INFORMATION CONCERNING MANAGEMENT	39
DELINQUENT SECTION 16(a) REPORTS	40
OTHER MATTERS	40
ADDITIONAL INFORMATION	41

	1.	To elect four directors to serve on our Board;

	2.	To conduct an advisory vote to approve the compensation of our named executive officers;

	3.	To ratify the selection of Marcum LLP (“Marcum”) as our independent registered public accounting firm for 2024;

	4.	To authorize our Board 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 between 1-for-10 and 1-for-50, where the ratio would be determined by our 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;

	5.	To authorize our Board, 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; and

	6.	To approve and adopt the Provectus Biopharmaceuticals, Inc. 2024 Equity Compensation Plan.

	1.	To elect four directors to serve on our Board;

	2.	To conduct an advisory vote to approve the compensation of our named executive officers;

	3.	To ratify the selection of Marcum as our independent registered public accounting firm for 2024;

	4.	To authorize our Board to amend our Certificate of Incorporation, as amended by 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 between 1-for-10 and 1-for-50, where the ratio would be determined by our 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;

	1.	By the Internet, by following the instructions provided in the Notice;

	2.	By mail, if you requested printed copies of the proxy materials, by filling out the form of proxy card and sending it back in the envelope provided; or

	3.	By telephone, if you requested printed copies of the proxy materials, by calling the toll-free number found on the proxy card. If you requested printed copies of the proxy materials, and properly sign and return your proxy card and return it in the prepaid envelope, your shares will be voted as you direct.

	●	Sign another proxy with a later date, and return it to our Secretary, Provectus Biopharmaceuticals, Inc., 800 S. Gay Street, Suite 1610, Knoxville, Tennessee 37929 at or before the 2024 Annual Meeting;

	●	Provide our Secretary with a written notice of revocation dated later than the date of the original proxy at or before the meeting;

	●	Re-vote by using the telephone following the instructions on the proxy card;

	●	Re-vote by using the Internet by following the instructions in the Notice; or

	●	Attend the 2024 Annual Meeting and vote in person. Note that attendance at the meeting will not revoke a proxy if you do not actually vote at the meeting.

	1.	“FOR” the proposal to elect four directors to serve on our Board;

	2.	“FOR” the proposal to approve, on an advisory basis, the compensation of our named executive officers;

	3.	“FOR” the proposal to ratify the selection of Marcum as our independent registered public accounting firm for 2024;

	4.	“FOR” the proposal to authorize our Board to amend our Certificate of Incorporation, as amended by 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 between 1-for-10 and 1-for-50, where the ratio would be determined by our 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;

	5.	“FOR” the proposal to authorize our Board, 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; and

	6.	“FOR” the approval of the Provectus Biopharmaceuticals, Inc. 2024 Equity Compensation Plan.

	2.	The advisory vote to approve the compensation of our named executive officers would be approved if a majority of the shares of common stock, Series D Convertible Preferred Stock (voting on an as converted basis with the common stock), and Series D-1 Convertible Preferred Stock (voting on an as converted basis with the common stock) present in person or represented by proxy at the 2024 Annual Meeting and entitled to vote on the subject matter are voted in favor of the proposal.
	3.	The selection of Marcum as our independent registered public accounting firm for 2024 would be ratified if a majority of the shares of common stock, Series D Convertible Preferred Stock (voting on an as converted basis with the common stock), and Series D-1 Convertible Preferred Stock (voting on an as converted basis with the common stock) present in person or represented by proxy at the meeting and entitled to vote on the subject matter are voted in favor of the proposal.

	4.	The proposal to authorize our Board to amend our Certificate of Incorporation, as amended by 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 between 1-for-10 and 1-for-50, where the ratio would be determined by our 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, will be approved if a majority of the outstanding shares of common stock, Series D Convertible Preferred Stock (voting on an as converted basis with the common stock), and Series D-1 Convertible Preferred Stock (voting on an as converted basis with the common stock) are voted in favor of the proposal.

	5.	The proposal to authorize our Board, 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 shares of common stock and preferred stock that we are authorized to issue by the same reverse stock split ratio, will be approved if a majority of the outstanding shares of common stock, Series D Convertible Preferred Stock (voting on an as converted basis with the common stock), and Series D-1 Convertible Preferred Stock (voting on an as converted basis with the common stock) are voted in favor of the proposal.

	6.	The approval of our 2024 Equity Compensation Plan will be approved if a majority of the shares of common stock, Series D Convertible Preferred Stock (voting on an as converted basis with the common stock), and Series D-1 Convertible Preferred Stock (voting on an as converted basis with the common stock) present in person or represented by proxy at the meeting and entitled to vote on the subject matter are voted in favor of the proposal.

Name and Address⁽¹⁾	Amount and Nature of Beneficial Ownership⁽²⁾			Percentage of Class^{(2) (3)}
Directors and Named Executive Officers:
Bruce Horowitz		5,486,983	⁽⁶⁾		1.3	%
Dominic Rodrigues		12,493,631	⁽⁵⁾		2.9	%
Ed Pershing, CPA		21,569,870	⁽⁴⁾		4.9	%
Eric Wachter, Ph.D.		20,582,068	⁽⁹⁾		4.8	%
Heather Raines, CPA		1,910,103	⁽⁸⁾		*
John Lacey, III, M.D.		300,000	⁽⁷⁾		*
Webster Bailey		558,768	⁽¹⁰⁾		*
All Directors and Executive Officers as a Group (6 Persons)		57,414,460	⁽¹¹⁾		12.8	%

5% Stockholders:
Jeffery Allen Morris		60,902,310	⁽¹²⁾		13.2	%

*	Less than 1% of the outstanding shares of common stock.

(1)	Drs. Lacey and Wachter, Messrs. Bailey, Pershing, and Rodrigues, and Mrs. Raines are officers and/or directors of Provectus Biopharmaceuticals, Inc., whose business address is 800 S. Gay Street, Suite 1610, Knoxville, Tennessee 37929. Mr. Horowitz resigned as an officer and director of the Company on March 25, 2024.

(2)	Shares of common stock that a person has the right to acquire within 60 days of April 14, 2024 are deemed outstanding for computing the percentage ownership of the person having the right to acquire such shares but are not deemed outstanding for computing the percentage ownership of any other person. Except as indicated by a note, each stockholder listed in the table has sole voting and investment power as to the shares owned by that person.

(3)	As of April 14, 2024, there were 419,522,119 shares of common stock issued and outstanding. As of April 14, 2024, there were 12,373,247 shares of preferred series D stock issued and outstanding that are convertible into 12,373,247 shares of common stock. As of April 14, 2024, there were 10,634,761 shares of preferred series D-1 stock issued and outstanding that are convertible into 106,347,610 shares of common stock and $2,711,028 aggregate principal amount and interest of convertible promissory notes that are convertible within 60 days into 947,250 shares of Series D-1 Convertible Preferred Stock, which are convertible within 60 days into 9,472,500 shares of common stock.

(4)	Mr. Pershing’s beneficial ownership includes 60,600 shares of common stock owned by his spouse, 16,500 shares of common stock owned by his spouse through a retirement plan, 3,750 shares of common stock held as custodian for a grandchild, 81,500 shares of common stock owned by Mr. P’s Foundation, a nonprofit corporation of which Mr. Pershing is an affiliate, 550,000 shares of common stock owned by Perkins Place, a general partnership of which Mr. Pershing is an affiliate, 2,820,630 shares of common stock owned by Mr. Pershing through a retirement plan, 1,150,428 shares of Series D-1 Convertible Preferred Stock that are convertible within 60 days into 11,504,280 shares of common stock and $1,869,633 aggregate principal amount and interest of convertible promissory notes that are convertible within 60 days into 653,261 shares Series D-1 Convertible Preferred Stock, which are convertible within 60 days into 6,532,610 shares of common stock.

(5)	Mr. Rodrigues’s beneficial ownership includes 500 shares of common stock held solely by Mr. Rodrigues, 509,089 shares of common stock held jointly with his spouse, 112,700 shares of common stock owned by his spouse, 23,700 shares of common stock held as custodian for his children, 431,400 shares of common stock owned through a retirement plan and 11,416,242 shares of Series D Convertible Preferred Stock that are convertible within 60 days into 11,416,242 shares of common stock.

(6)	Mr. Horowitz resigned as an officer and director of the Company on March 25, 2024. Mr. Horowitz’s beneficial ownership includes 2,302,243 shares of common stock held solely by Mr. Horowitz, 50,000 shares of common stock owned by his spouse, 325,000 shares of common stock owned through a retirement plan, 2,425,000 shares of common stock subject to options that are exercisable within 60 days, and 38,474 shares of Series D-1 Convertible Preferred Stock that are convertible within 60 days into 384,740 shares of common stock.

(7)	Dr. Lacey’s beneficial ownership includes 100,000 shares of common stock held solely by Dr. Lacey, 20,000 shares of common stock held through IMA, 80,000 shares of common stock held through a retirement account, and 100,000 shares of common stock subject to options that are exercisable within 60 days.

(8)	Mrs. Raines’s beneficial ownership includes 100,000 shares of common stock held solely by Mrs. Raines, 1,113,153 shares of common stock held jointly with her spouse, 20,290 shares of Series D-1 Convertible Preferred Stock that are convertible within 60 days into 202,900 shares of common stock, and $141,395 aggregate principal amount and interest of convertible promissory notes that are convertible within 60 days into 49,405 shares of Series D-1 Convertible Preferred Stock, which are convertible within 60 days into 494,050 shares of common stock.

(9)	Dr. Wachter’s beneficial ownership includes 5,714,183 shares held solely by Dr. Wachter, 4,867 shares of common stock held by the Eric A. Wachter 1998 Charitable Remainder Unitrust, 930,248 shares of common stock owned by Dr. Wachter through a retirement plan, and 1,393,277 shares of Series D-1 Convertible Preferred Stock that are convertible within 60 days into 13,932,770 shares of common stock.

(10)	Mr. Bailey’s beneficial ownership includes 145,528 shares of common stock held as custodian for his children and 41,324 shares of Series D-1 Convertible Preferred Stock that are convertible within 60 days into 413,240 shares of common stock.

(11)	Includes 11,416,242 shares of Series D Convertible Preferred Stock with are convertible withing 60 day into 11,416.242 shares of common stock, and 1,803,689 shares of Series D-1 Convertible Preferred Stock that are convertible within 60 days into 18,036,890 shares of common stock, and $2,011,028 aggregate principal and interest amount of convertible promissory notes that are convertible within 60 days into 702,6666 shares of Series D-1 Convertible Preferred Stock, which are convertible within 60 days into 7,026,660 shares of common stock.

(12)	Mr. Morris’ beneficial ownership is based on a Form 4 filed with the SEC on August 14, 2023 and includes 18,500,000 shares of common stock, 3,995,747 shares of Series D-1 Convertible Preferred Stock, which are convertible within 60 days into 39,957,470 shares of common stock, and $700,000 aggregate principal amount of convertible promissory notes that are convertible within 60 days into 244,584 shares of Series D-1 Convertible Preferred Stock, which are convertible within 60 days into 2,444,840 shares of common stock.

	1.	Hiring independent registered public accountants to audit our books, records, and financial statements and to review our systems of accounting;

	2.	Discussing with the independent registered public accounting firm the results of the annual audit and quarterly reviews;

	3.	Conducting periodic independent reviews of the systems of accounting;

	4.	Making reports periodically to our Board with respect to its findings; and

	5.	Undertaking other activities described more fully in the section called “Audit Committee Report.”

	2.	Reviewing our compensation and benefits plans;

	3.	Reviewing and recommending to the entire Board the compensation for Board members; and

	4.	Other matters that our Board specifically delegates to the compensation committee from time to time.

	1.	Assisting our Board to identify and approve the nomination of individuals qualified to serve as Board members;

	2.	Reviewing the qualifications and performance of incumbent directors to determine whether to recommend them as nominees for re-election;

	3.	Developing and recommending corporate governance policies for the Company to our Board;

	4.	Periodically reviewing the management succession plan of the Company, and formally recommending to our Board, as needed, successors to departing executive officers if a vacancy occurs; and

	5.	Evaluating the performance of our Board.

Name and Principal Position	Year		Salary⁽³⁾		All Other Compensation			Total

Eric Wachter, Ph.D.,		2023	$	240,000	$	13,249	⁽¹⁾	$	253,249
Chief Technology Officer		2022	$	240,000	$	14,188	⁽¹⁾	$	254,188

Heather Raines, CPA,		2023	$	125,000		—		$	125,000
Chief Financial Officer		2022	$	125,000		—		$	125,000

Bruce Horowitz,		2023	$	254,400	$	75,000	⁽²⁾	$	329,400
Former Chief Operating Officer		2022	$	254,400	$	75,000	⁽²⁾	$	329,400

(1)	Comprised of health/vision, life, short term disability, and long-term disability insurance premiums.

(2)	Comprised of accrued, but not paid, directors fees.

(3)	Actual salaries paid in 2023: Eric Wachter $20,000; Heather Raines $10,417; Bruce Horowitz $21,200.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans ⁽¹⁾
Equity compensation plans approved by security holders		3,225,000	$	0.37		—
Equity compensation plans not approved by security holders		—		—		—
Total		3,225,000	$	0.37		—

Name	Fees Earned or Paid in Cash			Stock Awards		Option Awards Compensation		All Other Compensation		Total
Webster Bailey	$	80,000	⁽¹⁾		—		—		—	$	80,000
John Lacey, III, MD	$	80,000	⁽¹⁾		—		—		—	$	80,000
Ed Pershing, CPA	$	75,000	⁽¹⁾		—		—		—	$	75,000
Dominic Rodrigues	$	75,000	⁽¹⁾		—		—		—	$	75,000

Year	Summary Compensation Table Total for Horowitz(1)		Compensation Actually Paid to Horowitz(2)		Average Summary Compensation Table Total for non-PEO NEO’s (1)		Average Compensation Actually Paid to non-PEO NEOs(2)		Value of Initial Fixed $100 Investment Based On Total Shareholder Return		Net Loss
2023	$	329,400	$	254,400	$	182,500	$	182,500	$	174.54	$	(3,101,768	)
2022	$	244,600	$	169,600	$	128,761	$	128,761	$	196.36	$	(3,554,683	)
2021	$	244,600	$	169,600	$	127,069	$	127,069	$	100.00	$	(5,539,543	)

	(1)	The principal executive officer (PEO) was Bruce Horowitz, our 2023/2022 chief operating officer and member of the board of directors. The Non-PEO NEOs are Heather Raines, our chief financial officer, and Eric Wachter, our chief technology officer. On March 25, 2024, Mr. Horowitz resigned as PEO and member of the board of directors.

	(2)	The summary compensation table total for our PEO includes $75,000 for board of director fees each year that were accrued.

	Face		Note
Holder	Amount		Date
Heather Raines	$	100,000	8/16/2021
Total Related Parties	$	100,000

Fees	2023		2022
Audit Fees	$	155,015	$	115,875
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total	$	155,015	$	115,875

	●	Reviewed and discussed with management the audited financial statements for the year ended December 31, 2023;

	●	Discussed with Marcum, our independent registered public accountants, the matters required to be discussed under the rules adopted by the Public Company Accounting Oversight Board (the “PCAOB”); and

	●	Received the written disclosures and the letter from Marcum required by the PCAOB and has discussed with Marcum the independent accountant’s independence.

	Common Stock and Equivalents Outstanding Prior to Reverse Stock Split					Common Stock and Equivalents Outstanding Assuming Certain Reverse Stock Split Ratios
	Shares		Percent of Total			1-for-10		1-for-25		1-for-50
Common stock outstanding		419,522,119		76.03	%		41,952,212		16,780,885		8,390,442
Common Stock underlying options		3,225,000		0.58	%		322,500		129,000		64,500
Common stock underlying warrants		387,500		0.07	%		38,750		15,500		7,750
Common stock upon conversion of Series D Convertible Preferred Stock		12,373,247		2.24	%		1,237,325		494,930		247,465
Common stock upon conversion of Series D-1 Convertible Preferred Stock		106,347,610		19.27	%		10,634,761		4,253,904		2,126,952
Common stock upon conversion of 2021 and 2022 notes to Series D-1 Convertible Preferred Stock		9,934,640		1.80	%		993,464		397,386		198,693
Total common stock and equivalents		551,790,116		100.00	%		55,179,012		22,071,605		11,035,802

Common stock available for future issuances		448,209,884		-			44,820,988		17,928,395		8,964,198

Total shares of common stock authorized for issuance		1,000,000,000		-			100,000,000		40,000,000		20,000,000

	Preferred Stock Outstanding Prior to Reverse Stock Split					Preferred Stock Outstanding Assuming Certain Reverse Stock Split Ratios
	Shares		Percent of Total			1-for-10		1-for-25		1-for-50
Series D Convertible Preferred Stock		12,373,247		51.55	%		1,237,325		494,930		247,465
Series D-1 Convertible Preferred Stock⁽¹⁾		11,628,225		48.45	%		1,162,823		465,129		232,565
Total preferred stock		24,001,472		100.00	%		2,400,147		960,059		480,029

Preferred stock available for future issuances		998,528		—			99,853		39,941		19,971

Total shares of Preferred stock authorized for issuance		25,000,000		—			2,500,000		1,000,000		500,000

	●	the historical and projected performance of our trading price and trading volume of our common stock;

	●	the then-prevailing trading price and trading volume of our common stock and the expected impact of the Reverse Stock Split on the trading market for our common stock;

	●	our capitalization (including the number of shares of our common stock and preferred stock issued and outstanding);

	●	which ratio would result in the least administrative cost to us;

	●	potential devaluation of our market capitalization as a result of a reverse stock split; and

	●	prevailing general capital markets and economic conditions.

	●	each 10 to 50 shares of common stock, inclusive, as determined in the sole discretion of our Board, will be combined into one new share of common stock, with any fractional shares that would otherwise be issuable as a result of the split being rounded up to the nearest whole share;

	●	each 10 to 50 shares of Series D Convertible Preferred Stock, inclusive, as determined in the sole discretion of our Board, will be combined into one new share of Series D Convertible Preferred Stock, with any fractional shares that would otherwise be issuable as a result of the split being rounded up to the nearest whole share;

	●	each 10 to 50 shares of Series D-1 Convertible Preferred Stock, inclusive, as determined in the sole discretion of our Board, will be combined into one new share of Series D-1 Convertible Preferred Stock, with any fractional shares that would otherwise be issuable as a result of the split being rounded up to the nearest whole share;

	●	the number of shares of common stock, Series D Convertible Preferred Stock, and Series D-1 Convertible Preferred Stock issued and outstanding will be reduced accordingly, as illustrated in the table above;

	●	proportionate adjustments will be made to the number of shares of common stock issuable upon exercise of options and warrants, which will result in approximately the same aggregate price being required to be paid for such securities upon exercise as had been payable immediately preceding the Reverse Stock Split;

	●	proportionate adjustments will be made to the Original Issue Price in the Certificates of Designation to ensure the aggregate liquidation preference of the Series D Convertible Preferred Stock and Series D-1 Convertible Preferred Stock remain the same following a Reverse Stock Split;

	●	proportionate adjustments will be made to the Conversion Price in the 2021 and 2022 Notes to ensure the relative economic rights of the 2021 and 2022 Notes remain the same following a Reverse Stock Split;

	●	the number of shares reserved for issuance or under the securities described immediately above will be reduced proportionately; and

	●	we will have available shares of common stock and preferred stock to conduct future equity financings.

	●	Our Board cannot predict the effect of the Reverse Stock Split upon the market price for our shares of common stock, and the history of similar reverse stock splits for companies in like circumstances has varied.

	●	If the Reverse Stock Split is implemented, the resulting per-share price may not attract institutional investors, investment funds or brokers and may not satisfy the investing guidelines of these investors or brokers, and consequently, the trading liquidity of our common stock may not improve.

	●	The market price of our shares of common stock may also be affected by the Company’s performance and other factors, the effect of which our Board cannot predict.

	●	In the future, the market price of the shares of our common stock following the Reverse Stock Split may not exceed or remain higher than the market price of the shares of our common stock prior to the Reverse Stock Split.

	●	If the Reverse Stock Split is effected and the market price of the shares of our common stock then declines, the percentage decline may be greater than would occur in the absence of the Reverse Stock Split. Additionally, the liquidity of the shares of our common stock could be adversely affected by the reduced number of shares that would be outstanding after the implementation of the Reverse Stock Split.

	●	The Reverse Stock Split may result in some stockholders owning “odd lots” of less than one hundred (100) shares of common stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in “round lots” of even multiples of one hundred (100) shares.

	●	419,522,119 shares of common stock issued and outstanding;

	●	387,500 shares of common stock reserved for issuance pursuant to outstanding warrants to purchase common stock;

	●	3,225,000 shares of common stock reserved for issuance pursuant to outstanding options to purchase common stock; and

	●	128,655,497 shares of common stock reserved for issuance upon conversion of our Series D and Series D-1 Convertible Preferred Stock.