PROVECTUS BIOPHARMACEUTICALS INC
For the period ended May 6, 2024. Filed May 6, 2024.
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May 6, 2024 · Filed May 6, 2024
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DEF 14A 1 formdef14a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Provectus Biopharmaceuticals, Inc.
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
800 S. Gay Street, Suite 1610 Knoxville, Tennessee 37929 phone 866/594-5999 fax 866/998-0005
Dear Provectus Stockholder:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Provectus Biopharmaceuticals, Inc. (“Provectus”) on Thursday, June 20, 2024 at the Hilton Knoxville located at 501 West Church Avenue, Knoxville, Tennessee 37902, beginning at 4:00 p.m. Eastern Time (the “2024 Annual Meeting”). We intend to hold our annual meeting in person. As always, we encourage you to vote your shares prior to the meeting.
We are pleased to present you with our 2024 Proxy Statement. At our 2024 Annual Meeting, stockholders will vote on the matters set forth in the 2024 Proxy Statement and the accompanying notice of this meeting. Your board of directors (the “Board”) has recommended four highly qualified and experienced nominees for election to Provectus’s Board at the 2024 Annual Meeting. Highlights of the detailed information included in the Proxy Statement may be found in the section entitled “Questions and Answers About the 2024 Annual Meeting of Stockholders,” starting on page 2. Detailed information regarding director candidates may be found under “Proposal 1 – Election of Directors,” starting on page 18.
We are providing access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. We believe that providing our proxy materials electronically increases the ability of our stockholders to connect with information they need, while reducing the costs and environmental impact associated with printing and mailing of proxy materials.
Whether you will attend the 2024 Annual Meeting or not, we hope that your shares are represented and voted. In advance of the meeting on June 20, 2024, please vote and submit your proxy as soon as possible via the Internet, by telephone, or, if you have requested to receive printed proxy materials, by mailing the proxy or voting instruction card enclosed with those materials. Instructions on how to vote are found in the section entitled “Questions and Answers About the 2024 Annual Meeting of Stockholders – How do I vote before the Annual Meeting?” starting on page 4.
For more information and up-to-date postings, please visit www.provectusbio.com/annual-meeting.
Thank you for being a Provectus stockholder.
Sincerely,
/s/ Dominic Rodrigues
Dominic Rodrigues
President
800 S. Gay Street, Suite 1610 Knoxville, Tennessee 37929 phone 866/594-5999 fax 866/998-0005
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, JUNE 20, 2024
To the Stockholders of Provectus Biopharmaceuticals, Inc.:
NOTICE IS HEREBY GIVEN that we will hold the 2024 Annual Meeting of Stockholders of Provectus Biopharmaceuticals, Inc. on Thursday, June 20, 2024, at the Hilton Knoxville located at 501 West Church Avenue, Knoxville, Tennessee 37902, beginning at 4:00 p.m. Eastern Time. As always, we encourage you to vote your shares prior to the meeting.
The 2024 Annual Meeting is being held for the following purposes:
| 1. | To elect four directors to serve on our Board of Directors; |
| 2. | To conduct an advisory vote to approve the compensation of our named executive officers; |
| 3. | To ratify the selection of Marcum LLP as our independent registered public accounting firm for 2024; |
| 4. | To authorize our Board of Directors to amend our Certificate of Incorporation, as amended by the Certificate of Designation of Series D Convertible Preferred Stock and Certificate of Designation of Series D-1 Convertible Preferred Stock (the “Certificates of Designation”), to effect a reverse stock split of our common stock, Series D Convertible Preferred Stock, and Series D-1 Convertible Preferred Stock at a ratio between 1-for-10 and 1-for-50, where the ratio would be determined by our Board of Directors at its discretion, and to make corresponding amendments to the Certificates of Designation to provide for the proportional adjustment of certain terms upon a reverse stock split; |
| 5. | To authorize our Board of Directors, if and only if Proposal 4 is approved, to amend our Certificate of Incorporation, as amended by the Certificates of Designation, to decrease the number of authorized shares of our common stock and preferred stock by the same reverse stock split ratio determined by our Board of Directors; and |
| 6. | To approve and adopt the Provectus Biopharmaceuticals, Inc. 2024 Equity Compensation Plan. |
Stockholders also would transact any other business that properly comes before the 2024 Annual Meeting.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE FOUR DIRECTOR NOMINEES WHO ARE IDENTIFIED IN THE PROXY STATEMENT, AND “FOR” EACH OF PROPOSALS 2, 3, 4, 5, and 6.
Only stockholders of record as of the close of business on April 24, 2024, will be entitled to notice of and to vote at the 2024 Annual Meeting of Stockholders and any adjournment thereof.
We are mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders instead of paper copies of our proxy statement and annual report. The Notice contains instructions for accessing those documents over the Internet. The Notice also contains instructions on how stockholders can receive a paper copy of our proxy materials, including the proxy statement, our 2024 Annual Report, and the proxy card.
We hope that you will be able to attend the 2024 Annual Meeting. Whether or not you plan to attend the meeting, we ask that you vote as soon as possible. Prompt voting helps to ensure that the greatest number of stockholders are present, whether in person or by proxy. You may vote over the Internet, by telephone, or, if you requested to receive printed proxy materials, by mailing the proxy or voting instruction card enclosed with these meeting materials. Please review the instructions for each of your voting options described in the proxy statement, as well as in the Notice you received in the mail.
If you attend the 2024 Annual Meeting in person, you may revoke your proxy at the meeting and vote your shares in person. You may revoke your proxy at any time before the proxy is exercised. Should you desire to revoke your proxy, you may do so as provided in the accompanying proxy statement.
Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to Be Held on Thursday, June 20, 2024. The Notice of Internet Availability of Proxy Materials, this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2023 are available at www.proxyvote.com.
By order of our board of directors,
/s/ Dominic Rodrigues
Dominic Rodrigues
President
May 6, 2024
Knoxville, Tennessee
TABLE OF CONTENTS
| QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING OF STOCKHOLDERS | 2 |
|---|---|
| STOCK OWNERSHIP | 7 |
| CORPORATE GOVERNANCE | 8 |
| COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS | 11 |
| SUMMARY COMPENSATION TABLE | 13 |
| OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END | 14 |
| EQUITY COMPENSATION PLAN INFORMATION | 14 |
| DIRECTOR COMPENSATION | 15 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 16 |
| PROPOSAL 1 ELECTION OF DIRECTORS | 18 |
| PROPOSAL 2 ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 20 |
| PROPOSAL 3 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 21 |
| AUDIT COMMITTEE REPORT | 22 |
| PROPOSAL 4 AUTHORIZE A REVERSE STOCK SPLIT OF COMMON STOCK AND PREFERRED STOCK | 23 |
| PROPOSAL 5 AUTHORIZE A DECREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK AND PREFERRED STOCK | 33 |
| PROPOSAL 6 APPROVE AND ADOPT THE PROVECTUS BIOPHARMACEUTICALS, INC. 2024 EQUITY COMPENSATION PLAN | 37 |
| OTHER INFORMATION CONCERNING MANAGEMENT | 39 |
| DELINQUENT SECTION 16(a) REPORTS | 40 |
| OTHER MATTERS | 40 |
| ADDITIONAL INFORMATION | 41 |
i
800 S. Gay Street, Suite 1610 Knoxville, Tennessee 37929 phone 866/594-5999 fax 866/998-0005
PROXY STATEMENT FOR
2024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 20, 2024
We are delivering these proxy materials to solicit proxies on behalf of the board of directors of Provectus Biopharmaceuticals, Inc., for the 2024 Annual Meeting of Stockholders that will be held on Thursday, June 20, 2024, at the Hilton Knoxville located at 501 West Church Avenue, Knoxville, Tennessee 37902, beginning at 4:00 p.m. Eastern Time. We intend to hold our 2024 Annual Meeting in person. Please monitor our meeting website at www.provectusbio.com for updated information. If you are planning to attend our meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the meeting.
We will mail the Notice of Internet Availability of Proxy Materials to our stockholders on or about May 10, 2024.
We will refer to Provectus Biopharmaceuticals, Inc. and its subsidiaries throughout this Proxy Statement as “we,” “us,” the “Company,” or “Provectus.” We will refer to the board of directors as the “Board” or “our Board.”
At the 2024 Annual Meeting, our stockholders will vote on six proposals:
| 1. | To elect four directors to serve on our Board; |
| 2. | To conduct an advisory vote to approve the compensation of our named executive officers; |
| 3. | To ratify the selection of Marcum LLP (“Marcum”) as our independent registered public accounting firm for 2024; |
| 4. | To authorize our Board to amend our Certificate of Incorporation, as amended by the Certificate of Designation of Series D Convertible Preferred Stock and Certificate of Designation of Series D-1 Convertible Preferred Stock (the “Certificates of Designation”), to effect a reverse stock split of our common stock, Series D Convertible Preferred Stock, and Series D-1 Convertible Preferred Stock at a ratio between 1-for-10 and 1-for-50, where the ratio would be determined by our Board at its discretion, and to make corresponding amendments to the Certificates of Designation to provide for the proportional adjustment of certain terms upon a reverse stock split; |
| 5. | To authorize our Board, if and only if Proposal 4 is approved, to amend our Certificate of Incorporation, as amended by the Certificates of Designation, to decrease the number of authorized shares of our common stock and preferred stock by the same reverse stock split ratio determined by our Board; and |
| 6. | To approve and adopt the Provectus Biopharmaceuticals, Inc. 2024 Equity Compensation Plan. |
The proposals are set forth in the accompanying Notice of 2024 Annual Meeting of Stockholders and are described in more detail in this Proxy Statement. Stockholders also may transact any other business not known or determined at the time of this proxy solicitation and that properly comes before the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”); however, our Board knows of no such other business.
OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE FOUR BOARD NOMINEES WHO ARE IDENTIFIED IN THE PROXY STATEMENT, AND “FOR” EACH OF PROPOSALS 2, 3, 4, 5, AND 6.
When you submit your proxy, by executing and returning the enclosed proxy card, you will authorize proxy holders Dominic Rodrigues, President and Heather Raines, CPA, Chief Financial Officer, to vote all your shares of common stock and/or preferred stock and otherwise to act on your behalf at the 2024 Annual Meeting and any adjournment thereof, in accordance with the instructions set forth therein. These persons also will have discretionary authority to vote your shares on any other business that properly comes before the 2024 Annual Meeting. They also may vote your shares to adjourn the 2024 Annual Meeting and will be authorized to vote your shares at any meeting adjournment.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.