PROVECTUS BIOPHARMACEUTICALS, INC. (OTCMKTS:PVCT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
Director Resignation
On 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.
Director Appointment
On 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 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.
Mr. 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 to the Company’s non-employee director compensation guidelines.
The 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.
On 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 reference.
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.
(d) Exhibits.
| Description | |
| 10.1 | Indemnification Agreement between the Company and Webster Bailey, effective as of July 20, 2020. |
| 99.1 | Press Release, dated July 16, 2020. |
PROVECTUS BIOPHARMACEUTICALS, INC. Exhibit
EX-10.1 2 ex10-1.htm Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of July 20,…
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About PROVECTUS BIOPHARMACEUTICALS, INC. (OTCMKTS:PVCT)
Provectus Biopharmaceuticals, Inc. is a development-stage biopharmaceutical company. The Company is engaged in developing pharmaceuticals for oncology and dermatology indications. The Company is focused on developing its prescription drug candidates, PV-10 and PH-10. It is developing PV-10 for treatment of several life threatening cancers, including metastatic melanoma, liver cancer and breast cancer. It is developing PH-10 to provide minimally invasive treatment of chronic severe skin afflictions, such as psoriasis and atopic dermatitis, a type of eczema. In addition to clinical trials, patients enrolled in the expanded access or compassionate use program for PV-10 are also receiving PV-10 treatments for cutaneous and subcutaneous cancer indications. The Company also focuses on over-the-counter (OTC) products and various other non-core technologies. PV-10 is a sterile injectable form of rose bengal disodium (Rose Bengal), for direct injection into tumors.
