Attached files
| file | filename |
|---|---|
| EX-4.2 - PROVECTUS BIOPHARMACEUTICALS, INC. | v208017_ex4-2.htm |
| EX-4.3 - PROVECTUS BIOPHARMACEUTICALS, INC. | v208017_ex4-3.htm |
| EX-4.1 - PROVECTUS BIOPHARMACEUTICALS, INC. | v208017_ex4-1.htm |
| EX-10.1 - PROVECTUS BIOPHARMACEUTICALS, INC. | v208017_ex10-1.htm |
| EX-99.1 - PROVECTUS BIOPHARMACEUTICALS, INC. | v208017_ex99-1.htm |
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): January 13,
2011
PROVECTUS
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in charter)
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Nevada
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0-9410
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90-0031917
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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|
of incorporation)
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File
Number)
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Identification
No.)
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7327
Oak Ridge Hwy., Knoxville, Tennessee 37931
(Address
of Principal Executive Offices)
(866)
594-5999
(Registrant’s
Telephone Number, Including Area
Code)
Code)
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On
January 13, 2011, Provectus Pharmaceuticals, Inc., a Nevada corporation (the
“Company”) and certain investors entered into a securities purchase agreement
(the “Purchase Agreement”), pursuant to which the Company agreed to sell in a
registered direct public offering (the “Offering”) an aggregate
of 5,454,550 shares of
its common stock and warrants to purchase a total of 7,527,279 shares of
its common stock to such investors for aggregate gross proceeds, before
deducting estimated offering expenses payable by the Company, of approximately
$5,100,004.25.
The
warrants will consist of the following: Series A Warrants to purchase up to 40%
of the shares of common stock to be purchased at the closing, Series B Warrants
to purchase up to 70% of the shares of common stock to be purchased at the
closing, and Series C Warrants to purchase up to 28% of the common stock to be
purchased at the closing. The Series A Warrants and the Series C
Warrants have an exercise price of $1.12 per share, subject to adjustment, and
expire five years after their issuance. The Series B Warrants have an exercise
price $0.935 per share, subject to adjustment, and expire 150 days after their
issuance. The Series C Warrants are only exercisable to the extent that the
Series B Warrants are exercised and only in the same percentage that the Series
B Warrants are exercised. The exercise price of the warrants is subject to
adjustment in the case of stock splits, stock dividends, combinations of shares
and similar recapitalization transactions. The Series A Warrants and
Series C Warrants also contain additional anti-dilution provisions such that,
subject to customary exceptions, in the event of an issuance or deemed issuance
by the Company of common stock or securities convertible into common stock at a
price per share less than the then applicable exercise price, the then
applicable exercise price will be reduced to the new issuance price. The Series
B Warrants do not contain such additional anti-dilution provisions. The
exercisability of the warrants may be limited if, upon exercise, the holder or
any of its affiliates would beneficially own more than 4.9% of the Company’s
common stock.
Under the
Purchase Agreement, the Company has agreed with each of the purchasers that,
subject to certain exceptions, it will not, within 60 days following the closing
of the Offering (which period may be extended in certain circumstances), enter
into any agreement to issue or announce the issuance or proposed issuance of any
securities.
The
Company has also agreed with each of the purchasers that while the warrants are
outstanding, it will not effect or enter into an agreement to effect a “Variable
Rate Transaction,” which means a transaction in which the Company:
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·
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issues
or sells any convertible securities either (A) at a conversion, exercise
or exchange rate or other price that is based upon and/or varies with the
trading prices of, or quotations for, the shares of our common stock at
any time after the initial issuance of such convertible securities, or (B)
with a conversion, exercise or exchange price that is subject to being
reset at some future date after the initial issuance of such convertible
securities or upon the occurrence of specified or contingent events
directly or indirectly related to the business of the Company or the
market for the Company’s common stock, other than pursuant to a customary
“full ratchet” or “weighted average” anti-dilution provision;
or
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·
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enters
into any agreement (including, without limitation, an equity line of
credit) whereby the Company may sell securities at a future determined
price (other than standard and customary “preemptive” or “participation”
rights).
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1
The
Company has also agreed with each of the purchasers if the Company issues
securities within the 12 months following the closing of the Offering, the
purchasers shall have the right to purchase all of the securities on the same
terms, conditions and price provided for in the proposed issuance of
securities.
The
Company has also agreed to indemnify each of the purchasers against certain
losses resulting from its breach of any of its representations, warranties, or
covenants under agreements with each of the purchasers, as well as under certain
other circumstances described in the Purchase Agreement.
The net
proceeds to the Company from the Offering, after deducting estimated expenses of
$60,000, and excluding the proceeds, if any, that the Compnay receives from the
exercise of warrants issued in the Offering, are expected to be approximately
$5,040,004.25. The Offering will close on or before January 19,
2011. After giving effect to the Offering, but without giving effect
to the warrants being offered, the Company will have 98,223,143 shares of
common stock outstanding.
The
Offering was effected as a takedown off the Company’s shelf registration
statement on Form S-3 (File No. 333-167906), which became effective on July 14,
2010 pursuant to a prospectus supplement to be filed with the Securities and
Exchange Commission.
The
foregoing summaries of the forms of Series A Warrant, Series B Warrant, and
Series C Warrant to be issued to the purchasers and the terms of the Purchase
Agreement are subject to, and qualified in their entirety by, such documents
attached hereto as Exhibits 4.1, 4.2, 4.3, and 10.1, respectively, which are
incorporated herein by reference.
Item
8.01. Other Events.
The
information set forth in Item 1.01 with respect to the Offering is hereby
incorporated by reference. The Company will file the opinion of its
counsel, Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, relating to the
legality of the issuance and sale of the shares of common stock, warrants and
shares of common stock issuable upon exercise of the warrants in the Offering,
by amendment to this report.
On
January 13, 2011, the Company issued a press release announcing the execution of
the Purchase Agreement. A copy of the press release is attached as
Exhibit 99.1 hereto and incorporated by reference herein.
Forward-Looking
Statements
Certain
statements in this Report are forward-looking statements that involve a number
of risks and uncertainties. Such forward-looking statements include statements
about the public offering of common stock described herein. For such statements,
the Company claims the protection of the Private Securities Litigation Reform
Act of 1995. Actual events or results may differ materially from the Company’s
expectations. Factors that could cause actual results to differ materially from
those stated or implied by the Company’s forward-looking statements are
disclosed in its filings with the Commission. These forward-looking statements
represent the Company’s judgment as of the time of this report. The Company
disclaims any intent or obligation to update these forward-looking statements,
other than as may be required under applicable law.
2
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits.
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Exhibit
Number |
Description
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4.1
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Form
of Series A Warrant
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4.2
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Form
of Series B Warrant
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4.3
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Form
of Series C Warrant
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10.1
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Securities
Purchase Agreement dated as of January 13, 2011, by and between the
Company and each of the purchasers identified on the signature pages
thereto
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99.1
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Press
Release dated January 13,
2011
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3
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: January
13, 2011
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PROVECTUS
PHARMACEUTICALS, INC.
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By:
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/s/ Peter R. Culpepper
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Peter
R. Culpepper
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Chief
Financial Officer and Chief
Operating
Officer |
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4
EXHIBIT
INDEX
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Exhibit
Number |
Description
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4.1
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Form
of Series A Warrant
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4.2
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Form
of Series B Warrant
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4.3
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Form
of Series C Warrant
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10.1
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Securities
Purchase Agreement dated as of January 13, 2011, by and between the
Company and each of the purchasers identified on the signature pages
thereto
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99.1
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Press
Release dated January 13,
2011
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5