8-K

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): October 13, 2016

PROVECTUS BIOPHARMACEUTICALS, INC.

(Exact name of registrant as specified in charter)

Delaware	001-36457	90-0031917
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7327 Oak Ridge Hwy., Knoxville, Tennessee 37931

(Address of Principal Executive Offices)

(866) 594-5999

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, If Changed Since Last Report)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 13, 2016, Provectus Biopharmaceuticals, Inc. (the “Company”) received notice from NYSE MKT LLC (the “NYSE MKT”) stating that the staff of NYSE Regulation, Inc. (“NYSE Regulation”) has determined to suspend trading immediately and commence proceedings to delist both the Company’s common stock and class of warrants with an exercise price of $0.85 per share expiring June 19, 2020 (the “Listed Warrants”) from the NYSE MKT. The decision was reached by the NYSE MKT under Section 1003(f)(v) of the NYSE MKT Company Guide, due to the “abnormally low” trading price of the shares of the Company’s common stock.

The letter from NYSE Regulation further indicates that the Company has a right to a review of this determination by a NYSE MKT Listing Qualifications Panel. The NYSE MKT will apply to the Securities and Exchange Commission to delist the Company’s common stock and Listed Warrants upon completion of all applicable procedures, including any appeal by the Company of the NYSE Regulation staff’s decision.

The Company intends to appeal the NYSE Regulation staff’s decision to commence delisting proceedings. Prior to receipt of the letter from NYSE MKT, the Company began taking steps to maintain compliance with the listing standards of the NYSE MKT. Specifically, the Company’s Board of Directors (the “Board”) unanimously approved and recommended that the Company’s stockholders approve an amendment to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s common stock at a ratio of between 1-for-10 and 1-for-50, such ratio to be determined by the Board in its discretion (the “Reverse Stock Split”). The Company filed a preliminary proxy statement with the Commission on October 5, 2016 with respect to a special meeting of the Company’s stockholders scheduled to be held on November 14, 2016, to consider, among other items, the Reverse Stock Split. Consummation of the Reverse Stock Split may increase the price of the Company’s shares of common stock and, as a result, may enable the Company to maintain a higher closing price of its common stock, although there can be no assurance that the Company’s stockholders will approve the Reverse Stock Split. There can be no guarantee as to the outcome of the Company’s appeal of the NYSE Regulation staff’s decision to commence delisting proceedings, and the Company’s common stock may be delisted from the NYSE MKT.

In the meantime, the Company’s common stock and Listed Warrants will trade on the OTCQB under the trading symbol “PVCT.” The Company can provide no assurance that its common stock and Listed Warrants will continue to trade on this market, whether broker-dealers will continue to provide public quotes of the Company’s common stock and Listed Warrants on this market, whether the trading volume of the Company’s common stock and Listed Warrants will be sufficient to provide for an efficient trading market or whether quotes for the Company’s common stock and Listed Warrants may be blocked on the over the counter markets in the future.

Item 7.01. Regulation FD Disclosure.

On October 14, 2016, the Company issued a press release announcing the NYSE MKT’s suspension of trading and commencement of delisting procedures, as described in Item 3.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Pursuant to the rules and regulations of the 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.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release, dated October 14, 2016

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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: October 18, 2016

PROVECTUS BIOPHARMACEUTICALS, INC.
By:	/s/ Peter R. Culpepper
	Peter R. Culpepper
	Interim Chief Executive Officer and Chief Operating Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated October 14, 2016

EX-99.1

Exhibit 99.1

Contact: Provectus Biopharmaceuticals, Inc. Peter R. Culpepper, Interim CEO, COO Phone: 866-594-5999 #30	Porter, LeVay & Rose, Inc. Marlon Nurse, DM, SVP – Investor Relations Phone: 212-564-4700 Todd Aydelotte, Managing Director – Media Relations Phone: 646-428-0644
	FOR IMMEDIATE RELEASE

TRADING IN PROVECTUS BIOPHARMACEUTICALS COMMON STOCK AND

WARRANTS SUSPENDED BY NYSE MKT

Common Stock and Warrants Expected to Trade on OTCQB

KNOXVILLE, TN, October 14, 2016 — Provectus Biopharmaceuticals, Inc. (NYSE MKT: PVCT, www.provectusbio.com), a clinical-stage oncology and dermatology biopharmaceutical company (“Provectus” or the “Company”), today confirmed that the Company received a notice dated October 13, 2016 from the staff of NYSE Regulation, Inc. (“NYSE Regulation”) indicating that it has determined to suspend trading of the Company’s common stock trading under the symbol “PVCT” and its class of warrants trading under the symbol “PVCTWS” immediately and to commence proceedings to delist the Company’s common stock and warrants from NYSE MKT LLC (“NYSE MKT”). NYSE Regulation notified the Company that it is no longer suitable for listing pursuant to Section 1003(f)(v) of the NYSE MKT Company Guide, due to the “abnormally low” trading price of its common stock.

Provectus has a right to a review of this determination by a NYSE MKT Listing Qualifications Panel. The NYSE MKT will apply to the Securities and Exchange Commission (“SEC”) to delist the Company’s common stock and warrants upon completion of all applicable procedures, including any appeal by Provectus of the NYSE Regulation staff’s decision.

Provectus plans to appeal the decision of the NYSE MKT. The Company’s common stock began trading on the OTC Pink under the trading symbol PVCT, and its previously listed warrants began trading on the OTC Pink under the trading symbol PVCTWS on Friday, October 14, 2016. The Company anticipates that its common stock and its previously listed warrants will trade on the OTCQB under the same trading symbols beginning on Monday, October 17, 2016.

In an effort to regain compliance with the listing standards of the NYSE MKT, the Company filed a preliminary proxy statement with the SEC on October 5, 2016 to request that its stockholders approve, at a special meeting of stockholders to be held on Monday, November 14, 2016, at 1:00 p.m. Eastern Time at 265 Brookview Centre Way, Suite 600, Knoxville, Tennessee 37919, among other items, a reverse stock split, which will be at the discretion of the Company’s board of directors to effectuate if the proposal receives the requisite stockholder approval at the special meeting. The reverse stock split, if approved by stockholders and effectuated by the Company’s board of directors, will combine each 10 to 50 shares of common stock (with the exact ratio to be determined in the sole discretion of the Company’s board of directors) into one new share of common stock, and will increase the price of the Company’s common stock accordingly. A reverse stock split will be necessary for the Company to maintain its listing on the NYSE MKT, unless the Company’s stock price begins trading at higher levels for a sustainable period of time.

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There can be no assurance, however, that the Company’s stockholders will approve the reverse stock split. Even if stockholders approve the reverse stock split and the Company effectuates the reverse stock split, the Company may still be subject to delisting if the price of its common stock again falls below $0.06 or fails to rise above $0.20 and the Company is not otherwise able to meet applicable listing requirements of the NYSE MKT.

Peter R. Culpepper, Interim CEO and COO of Provectus, stated, “we are committed to persevere in our efforts for both patients and stockholders to win, and we intend to be active in our communication with stockholders up to and including our quarterly investor conference call in November, which is planned to coincide with the filing of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 with the SEC.”

About Provectus Biopharmaceuticals, Inc.

Provectus Biopharmaceuticals is investigating new therapies for the treatment of skin cancer, liver cancer and breast cancer. Provectus’ investigational oncology drug, PV-10, is an ablative immunotherapy under investigation in solid tumor cancers. The Company has received orphan drug designations from the FDA for its melanoma and hepatocellular carcinoma indications. PH-10, its topical investigational drug for dermatology, is undergoing clinical testing for psoriasis and atopic dermatitis. Provectus has completed Phase 2 trials of PV-10 as a therapy for metastatic melanoma, and of PH-10 as a topical treatment for atopic dermatitis and psoriasis. Information about these and the Company’s other clinical trials can be found at the NIH registry, www.clinicaltrials.gov. For additional information about Provectus, please visit the Company’s website at www.provectusbio.com or contact Porter, LeVay & Rose, Inc.

FORWARD-LOOKING STATEMENTS: This release contains “forward-looking statements” as defined under U.S. federal securities laws. These statements reflect management’s current knowledge, assumptions, beliefs, estimates, and expectations and express management’s current views of future performance, results, and trends and may be identified by their use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” and other similar terms. Forward-looking statements are subject to a number of risks and uncertainties that could cause our actual results to materially differ from those described in the forward-looking statements. Readers should not place undue reliance on forward-looking statements. Such statements are made as of the date hereof, and we undertake no obligation to update such statements after this date.

Risks and uncertainties that could cause our actual results to materially differ from those described in forward-looking statements include those discussed in our filings with the Securities and Exchange Commission (including those described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2015) and the following:

• our determination, based on guidance from the FDA, whether to proceed with or without a partner with the fully enrolled phase 3 trial of PV-10 to treat locally advanced cutaneous melanoma and the costs associated with such a trial if it is necessary to complete (versus interim data alone);

• our determination whether to license PV-10, our investigational drug product for melanoma and other solid tumors such as cancers of the liver, if such licensure is appropriate considering the timing and structure of such a license, or to commercialize PV-10 on our own to treat melanoma and other solid tumors such as cancers of the liver;

• our ability to license PH-10, our investigational drug product for dermatology, on the basis of our phase 2 atopic dermatitis and psoriasis results, which are in the process of being further developed in conjunction with mechanism of action studies;

• our ability to raise additional capital if we determine to commercialize PV-10 and/or PH-10 on our own, although our expectation is to be acquired by a prospective pharmaceutical or biotech concern prior to commercialization; and

• our ability to raise capital through our proposed rights offering.

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