Attached files
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EX-4.1 - PROVECTUS BIOPHARMACEUTICALS, INC. | v206429_ex4-1.htm |
EX-5.1 - PROVECTUS BIOPHARMACEUTICALS, INC. | v206429_ex5-1.htm |
EX-10.1 - PROVECTUS BIOPHARMACEUTICALS, INC. | v206429_ex10-1.htm |
EX-10.2 - PROVECTUS BIOPHARMACEUTICALS, INC. | v206429_ex10-2.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): December 22, 2010
PROVECTUS
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in charter)
Nevada
|
0-9410
|
90-0031917
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
of incorporation)
|
File
Number)
|
Identification
No.)
|
7327
Oak Ridge Hwy., Knoxville, Tennessee 37931
(Address
of Principal Executive Offices)
(866)
594-5999
(Registrant’s
Telephone Number, Including Area 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:
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01. Entry
into a Material Definitive Agreement.
On
December 22, 2010, Provectus Pharmaceuticals, Inc., a Nevada corporation
(“Provectus” or the “Company”), entered into a Purchase Agreement (the “Purchase
Agreement”) with Lincoln Park Capital Fund, LLC, an Illinois limited liability
company (“Lincoln Park”), pursuant to which Lincoln Park has agreed to purchase
1,000,000 shares of the Company's common stock together with a warrant to
purchase 500,000 shares of the Company's common stock for an aggregate purchase
price of $1,000,000. The warrant will be immediately exercisable, expire five
years after issuance and have an exercise price of $1.50 per share.
In
addition to the foregoing investment, under the Purchase Agreement, the Company
may, in the Company's sole discretion, direct Lincoln Park to purchase up to an
additional $30,000,000 of the Company's common stock over the 30-month term of
the Purchase Agreement. On each business day during the term of the Purchase
Agreement, the Company may, in its sole discretion direct Lincoln Park to
purchase up to 100,000 shares of the Company’s common stock at a per share
purchase price equal to the lesser of (i) the lowest sale price of the Company's
common stock reported on the OTCBB on the purchase date and (ii) the arithmetic
average of the three lowest closing sale prices for the Company's common stock
during the 12 consecutive business days prior preceding the purchase
date. The Company may, under certain circumstances, at its
discretion, increase the amount of common stock that it sells to Lincoln Park on
each business day. There is no upper limit on the price per share
that Lincoln Park must pay for the Company's common stock, and in no event may
Lincoln Park purchase shares of the Company's common stock for less than $0.75
per share.
In
consideration of Lincoln Park entering into the Purchase Agreement and making
the commitment to purchase up to $30,000,000 of the Company's common stock, the
Company will issue 300,000 shares of the Company's common stock to Lincoln Park
and may issue up to an additional 1,500,000 shares of the Company's common stock
on a pro rata basis as and only to the extent that Lincoln Park funds the
$30,000,000. The foregoing commitment shares may not be sold by
Lincoln Park until the Purchase Agreement expires or is terminated.
The
Purchase Agreement may be terminated by the Company at any time, at its
discretion, without cost to the Company. The Purchase Agreement
contains customary representations, warranties, covenants, closing conditions
and indemnification provisions by, among and for the benefit of the
parties.
Lincoln
Park has represented and agreed that at no time prior to or during the Purchase
Agreement will Lincoln Park or its agents, representatives or affiliates engage
in or effect, in any manner whatsoever, directly or indirectly, any short sale
or hedging transaction with respect to the Company's common stock.
The
proceeds to the Company under the Purchase Agreement will depend on the
frequency and prices at which it sells shares of stock to Lincoln
Park. The maximum amount of gross proceeds that the Company may
receive under the Purchase Agreement over the 30-month term, including the
initial $1,000,000 investment, is $31,000,000. The Company will use the proceeds
of the offering for general corporate purposes.
In
connection with the Purchase Agreement, the Company entered into a Registration
Rights Agreement with Lincoln Park pursuant to which the Company has agreed to
register all issuances of shares of the Company's common stock to Lincoln Park
under the Purchase Agreement. The shares issuable by the Company under the
Purchase Agreement and Warrant are being registered on the Company's shelf
registration statement on Form S-3 (SEC File No. 333-167906), the base
prospectus included therewith, and the prospectus supplement dated December 23,
2010 filed with the U.S. Securities and Exchange Commission pursuant to Rule 424
of the Securities Act of 1933, as amended. The Company has agreed to indemnify
Lincoln Park for certain liabilities in connection with the sale of the shares
of the Company's common stock under the terms of the Registration Rights
Agreement, and Lincoln Park has agreed to indemnify the Company for certain
information provided by Lincoln Park to be included in the registration
statement.
The
foregoing description of the Purchase Agreement, Warrant, and Registration
Rights Agreement is not a complete description of all the terms contained
therein. For a complete description of all the terms, we refer you to the full
text of the Purchase Agreement, Warrant, and Registration Rights Agreement,
which are filed as exhibits to this Current Report on Form 8-K and incorporated
by reference herein.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
|
Description
|
|
4.1
|
Form
of Warrant
|
|
5.1
|
Opinion
of Baker, Donelson, Bearman, Caldwell & Berkowitz,
PC
|
|
10.1
|
Purchase
Agreement dated as of December 22, 2010, by and between Provectus
Pharmaceuticals, Inc. and Lincoln Park Capital Fund,
LLC.
|
|
10.2
|
Registration
Rights Agreement dated as of December 22, 2010, by and between Provectus
Pharmaceuticals, Inc. and Lincoln Park Capital Fund,
LLC
|
|
23.1
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Consent
of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (included in its
opinion filed as Exhibit 5.1
hereto)
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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: December
23, 2010
PROVECTUS
PHARMACEUTICALS, INC.
|
|||
By:
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/s/
Peter R. Culpepper
|
||
Peter
R. Culpepper
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|||
Chief
Financial Officer and Chief Operating Officer
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EXHIBIT
INDEX
Exhibit
Number
|
Description
|
|
4.1
|
Form
of Warrant
|
|
5.1
|
Opinion
of Baker, Donelson, Bearman, Caldwell & Berkowitz,
PC
|
|
10.1
|
Purchase
Agreement dated as of December 22, 2010, by and between Provectus
Pharmaceuticals, Inc. and Lincoln Park Capital Fund,
LLC.
|
|
10.2
|
Registration
Rights Agreement dated as of December 22, 2010, by and between Provectus
Pharmaceuticals, Inc. and Lincoln Park Capital Fund,
LLC
|
|
23.1
|
Consent
of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (included in its
opinion filed as Exhibit 5.1
hereto)
|