PROVECTUS BIOPHARMACEUTICALS, INC. (OTCMKTS:PVCT) Files An 8-K Entry into a Material Definitive Agreement

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PROVECTUS BIOPHARMACEUTICALS, INC. (OTCMKTS:PVCT) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Entry into a Material Definitive Agreement.

As previously disclosed by Provectus Biopharmaceuticals, Inc.
(the Company) in a Current Report on Form8-K, filed with the
Securities and Exchange Commission (the Commission) on March23,
2017, the Company entered into an exclusive Definitive Financing
Commitment Term Sheet effective as of March19, 2017, which sets
forth the terms on which a group of the Companys stockholders
(the PRH Group) will provide financing (the Financing) to the
Company (the Term Sheet). As described in the Term Sheet, the
Financing from the PRH Group is in the form of a loan (the Loan)
that is evidenced by secured convertible promissory notes
(individually a PRH Note and collectively, the PRH Notes).

In connection with the funding of the First Tranche, as described
in the Term Sheet, the Company, on April3, 2017, entered into a
PRH Note with Cal Enterprises LLC, a Nevada limited liability
company, an affiliate of Dominic Rodrigues (the Rodrigues Note),
in the principal amount of $2.5million. In addition, Eric Wachter
amended and restated his promissory note from the Company in the
principal amount of $2.5million (the Wachter Note) in order to
match the terms of the Wachter Note to the PRH Notes. As
previously described, in addition to the customary provisions,
each of the Rodrigues Note and the Wachter Note contains the
following provisions:

(i) They are secured on a paripassu basis by a first
priority security interest on the Companys U.S. intellectual
property;

(ii) They bear interest at the rate of eight percent (8%)perannum
on the outstanding principal amount;

(iii) In the event there is a change of control of the Companys
board of directors as proposed by any person or group other than
the PRH Group or Dr.Wachter (the Lenders), the term of each of
the Wachter Note and the Rodrigues Note will be accelerated and
all amounts due under the Wachter Note and the Rodrigues Note
will be immediately due and payable, plus interest at the rate of
eight percent (8%)perannum, plus a penalty in the amount equal to
ten times (10x)the outstanding principal amount of the Wachter
Note and the Rodrigues Note that has been funded to the Company;

(iv) The outstanding principal amount and interest payable under
the Notes is convertible at the sole discretion of the Lenders
into shares of the Companys SeriesD Preferred Stock, a new series
of preferred stock to be designated by the Board, at a price
pershare equal to $0.2862; and

(v) Notwithstanding (v)above, the principal amount of the Notes
and the interest payable thereunder will automatically convert
into shares of the Companys SeriesD Preferred Stock at a price
pershare equal to $0.2862 effective on the 18month anniversary of
the funding of the final tranche of the Financing, subject to
certain exceptions.

The foregoing descriptions of the Rodrigues Note and the Wachter
Note do not purport to be complete and are qualified in their
entirety by reference to the Rodrigues Note and the Wachter Note,
copies of which are filed as exhibits to this Current Report on
Form8-K as Exhibit10.1 and Exhibit10.2, respectively.

As of March29, 2017, the Company has drawn down the entire amount
of $2.5million of the Wachter Note. On April3, 2017, the Company
issued a borrowing request for $500,000 under the Rodrigues Note.

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The information disclosed in Item5.02 of this Current Report on
Form8-K is
incorporated by reference into this Item1.01.

Item2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information
disclosed in Item1.01 of this Current Report on Form8-K is
incorporated by reference into this Item2.03.

Item5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On April3, 2017,
as a condition precedent to the funding of the First Tranche, as
contemplated in the Term Sheet, three members of the Board of
Directors (the Board) of the Company resigned and the Board, as
permitted by Section4.1 of the Companys Bylaws (the Bylaws),
decreased the size of the Board from five members to four
members. The Board, as permitted by section4.4 of the Bylaws,
appointed two new members to fill the vacancies created by the
aforementioned resignations.

Director
Resignations

On April3, 2017,
each of Alfred E. Smith, IV, Timothy C. Scott and Kelly M.
McMasters, MD notified the Company of their decision to resign
from the Board effective immediately. No directors resignation
was due to any disagreement with the Company on any matter
relating to the Companys operations, policies or practices.
Despite his resignation from the Board, Dr.Scott shall remain the
President of the Company.

Director
Appointments

On April3, 2017,
the Board appointed each of Dominic Rodrigues and Bruce Horowitz
to the Board to fill two vacancies. In connection with their
appointment to and becoming members of the Board, on April3,
2017, each of Messrs. Rodrigues and Horowitz entered into an
indemnification agreement with the Company (together, the
Director Indemnification Agreements), whereby the Company
contractually obligates itself to indemnify, and to advance
expenses on behalf of, Messrs. Rodrigues and Horowitz to the
fullest extent permitted by applicable law.

The Board also
selected Mr.Rodrigues to serve as chairman of the Board,
effective immediately.

Each of Messrs.
Rodrigues and Horowitz will serve until, and will be nominated
for election at, the 2017 Annual Meeting of Stockholders of the
Company.

The Board
determined that neither of Mr.Rodrigues nor Mr.Horowitz has any
relationship with the Company or its subsidiaries, either
directly or indirectly, that would be inconsistent with a
determination of independence under the applicable rules and
regulations of the NYSEMKT and the U.S. Securities and Exchange
Commission. Messrs. Rodrigues and Horowitz have not been
appointed to any Board committee at this time. Messrs.Rodrigues
and Horowitz will receive compensation for serving on the Board
to the Companys non-employee director compensation
guidelines.

The foregoing
description of the Director Indemnification Agreements does not
purport to be complete and is qualified in its entirety by
reference to the Director Indemnification Agreements, copies of
which are filed as exhibits to this Current Report on Form8-K as
Exhibit10.3 and Exhibit10.4.

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Item7.01. Regulation FD Disclosure.

On April4, 2017,
the Company issued a press release (the Press Release) announcing
the appointments of Messrs. Rodrigues and Horowitz to the Board
and the entry into the Rodrigues Note and the Wachter Note in
connection with the Financing. A copy of the Press Release is
attached hereto as Exhibit99.1 and is incorporated herein by
reference.

to the rules and
regulations of the Commission, the information in this Item7.01
disclosure, including Exhibit99.1 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.

Item9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit Number

Description

10.1 Secured Convertible Promissory Note between the Company and
Cal Enterprises LLC, dated April3, 2017.
10.2 Amended and Restated Secured Convertible Promissory Note
between the Company and Eric A. Wachter, dated April3, 2017.
10.3 Indemnification Agreement between the Company and Dominic
Rodrigues, dated April3, 2017.
10.4 Indemnification Agreement between the Company and Bruce
Horowitz, dated April3, 2017.
99.1 Press Release, dated April4, 2017.

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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.

PROVECTUS BIOPHARMACEUTICALS, INC. (OTCMKTS:PVCT) Recent Trading Information

PROVECTUS BIOPHARMACEUTICALS, INC. (OTCMKTS:PVCT) closed its last trading session down -0.0034 at 0.0395 with 1,443,944 shares trading hands.