AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported): July 11, 2020
name of registrant as specified in charter)
or other jurisdiction
Investment Drive, Suite 250, Knoxville, Tennessee 37932|
of Principal Executive Offices) (Zip Code)|
Telephone Number, Including Area Code)|
Name or Former Address, if Changed Since Last Report.)
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
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registered pursuant to Section 12(b) of the Act: None
of each class
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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).
growth company [ ]
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. [ ]
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
July 11, 2020, Jan Koe notified the Board of Directors (the “Board”) of Provectus Biopharmaceuticals, Inc. (the “Company”)
of his decision to resign from the Board effective July 11, 2020. His resignation was not due to any disagreement with the Company
on any matter relating to the Company’s operations, policies or practices. Mr. Koe’s resignation was contemplated
by the Amended and Restated Definitive Financing Commitment Term Sheet effective as of March 19, 2017, entered into between the
Company and a group of the Company’s stockholders (the “PRH Group”), which set forth the terms on which the
PRH Group would provide financing to the Company.
July 13, 2020, upon the recommendation of the corporate governance and nominating committee of the Board, the Board appointed
Webster Bailey to the Board to fill the vacancy resulting from Mr. Koe’s resignation, effective July 20, 2020. In connection
with his appointment to and becoming a member of the Board, Mr. Bailey entered into an indemnification agreement with the Company,
effective as of July 20, 2020 (the “Director Indemnification Agreement”), whereby the Company contractually obligates
itself to indemnify, and to advance expenses on behalf of Mr. Bailey to the fullest extent permitted by applicable law.
Mr. Bailey is a member
of the board of directors of the Clover Fork Coal Company Investment Trust, which had invested in the Company through secured convertible
loans from the Company’s 2017 and 2020 financings. There are no other arrangements or understandings between Mr. Bailey and
any other persons pursuant to which Mr. Bailey was selected as a director. The Board determined that Mr. Bailey is not a
party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
Bailey was appointed as the Chair of the Company’s compensation committee and as a member of the Company’s audit committee
and a member of the Company’s corporate governance and nominating committee, effective as of July 20, 2020. Mr. Bailey
will receive compensation for serving on the Board pursuant to the Company’s non-employee director compensation guidelines.
foregoing description of the Director Indemnification Agreement does not purport to be complete and is qualified in its entirety
by reference to the Director Indemnification Agreement, a copy of which is filed as an exhibit to this Current Report on Form
8-K as Exhibit 10.1.
July 16, 2020, the Company issued a press release (the “Press Release”) announcing the appointment of Mr. Bailey
to the Board. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by
to the rules and regulations of the Securities and Exchange Commission, the information in this Item 7.01 disclosure, including
Exhibit 99.1 and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed”
under the Securities Exchange Act of 1934, as amended.
Statements and Exhibits.|
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.
July 16, 2020
Heather Raines |
Financial Officer (Principal Financial Officer)|