PROVECTUS BIOPHARMACEUTICALS, INC. (OTCMKTS:PVCT) Files An 8-K Other Events
Item8.01.
| Other Events. |
On March30, 2017, a group of investors (the Miller Group) of
Provectus Biopharmaceuticals, Inc. (the Company) filed a Schedule
13D (the Schedule 13D) with the Securities and Exchange
Commission disclosing certain communications it had had with the
Company regarding its proposal for a potential investment in the
Companys securities (the Miller Group Proposal). The Schedule 13D
both discloses material nonpublic information in violation of
Rule 10b-5 promulgated under the Securities Exchange Act of 1934,
as amended, and also omits material information necessary to make
the statements made in the Schedule 13D not misleading. The
Miller Group also appears to be trying to manipulate the market
with its cherry picking of facts to make it seem that the Company
is working on a financing with the Miller Group while ignoring
the many statements the Company has made to the Miller Group in
which the Company has made clear that the Miller Group Proposal,
in its current state, is wholly inadequate for the Company to
consider the Miller Group Proposal seriously.
The Schedule 13D provides that the Company responded to a letter
from the Miller Group regarding the Miller Group Proposal on
March27, 2017 (the 3/27 Company Letter). The Company responded to
the Miller Group because, even though the Miller Group had
previously withdrawn its offer, it was now threatening imminent
litigation. As provided in the Schedule 13D, in the 3/27 Company
Letter, the Company noted that if the Investors made a proposal
that did not involve Peter R. Culpepper, the Issuers Board would
consider it. The Schedule 13D, however, failed to include several
important points necessary to make this disclosure not
misleading:
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The Schedule 13D provides that the Miller Group accepted the condition [of Culpepper not being involved in the Company] but the Schedule 13D fails to disclose that the Miller Group accepted that condition with exceptions and caveats to Culpeppers non-involvement that were entirely unacceptable to the Company. The Company, in a March28 follow-up response to the Miller Groups letter on March28 (the 3/28 Company Response), made it clear that the conditions of Culpeppers non-involvement made by the Miller Group were not acceptable to the Company. Because the board of directors (the Board) terminated Mr.Culpepper for cause and believes that it would not be in the best interests of the Company and its stockholders to have Mr.Culpepper return to the Company in any capacity, the Company communicated to the Miller Group that the Board would not consider the Miller Group Proposal unless the Miller Group removed Mr.Culpeppers involvement as an officer, director, consultant or advisor of the Company without condition or exception. Accordingly, the conditions and contingencies put on Culpeppers non-involvement in the Company by the Miller Group were and continue to be unacceptable. |
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The Schedule 13D fails to disclose that the Miller Group has had numerous conversations and written communications with the Company both prior to and after the 3/27 Company Letter in which the Company has made clear that the Miller Group would need to make numerous changes to the Miller Group Proposal, including matching the terms of the preferred securities to be offered to the PRH Group (as defined below). In the 3/28 Company Response, the Company specifically stated to the Miller Group that the terms of the security proposed to be issued to the Miller Group investors in the Miller Group Proposal were inferior to the terms of the securities proposed to be issued the PRH Group. The Schedule 13D failed to disclose that the 3/28 Company Response indicated that the Board unanimously continued to believe that it is in the best interests of the Company and its stockholders to proceed with and to consummate the offer from the PRH Group. |
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The Scheduled 13D fails to disclose that the Company, in its discussions and communications with the Miller Group, has made clear that, in order for the Board to consider the Miller Group Proposal seriously, the condition that Peter Culpepper not be appointed as an officer, director, consultant or advisor of the Company in connection with the Miller Groups financing is only one of the many conditions required by the Company. |
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The Schedule 13D fails to disclose that the Company specifically indicated to the Miller Group that it would consider the Miller Group Proposal in accordance with the terms of the Definitive Financing Commitment Term Sheet the Company entered into with another group of the Companys investors (the PRH Group) on March19, 2017, which provides that the Company may consider an alternative proposal in order to comply with the Boards fiduciary duties under Delaware corporate law to determine whether the Miller Group Proposal was superior. |
Counsel to the Miller Group attempted to justify its failure to
disclose all of the material terms of the discussions and
correspondence between the Company and the Miller Group by
arguing that there was not sufficient time to include such
discussions and correspondence in the Schedule 13D. However, the
Schedule 13D was filed on March30, but there was correspondence
from the Company to the Miller Group on March28 and telephone
conversations and e-mail correspondence between the Company and
the Miller Group on March29 in which, as noted above, it was made
clear that the Miller Groups Proposal was still considered
inferior to the PRH Groups Proposal and that there were still
numerous conditions, including non-involvement by Culpepper
without exception, that must be met for the Miller Groups offer
to be given serious consideration.
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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 -0.0099 at 0.0371 with 3,922,160 shares trading hands.