 | BAKERDONELSONCENTER,SUITE 800 211COMMERCESTREET NASHVILLE,TENNESSEE 37201
MAILING ADDRESS: P.O.BOX 190613 NASHVILLE,TENNESSEE 37219
PHONE: 615.726.5600 FAX: 615.726.0464 | |
| www.bakerdonelson.com | ||
LORI METROCK, SHAREHOLDER
Direct Dial: 615.726.5768
Direct Fax: 615.744.5768
E-Mail Address: lmetrock@bakerdonelson.com
October 20, 2016
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4546
100 F Street, N.E.
Washington, D.C. 20549
Attn.: Mr. Joseph McCann
| RE: | Provectus Biopharmaceuticals, Inc. |
| Preliminary Proxy Statement on Schedule 14A |
| Filed October 5, 2016 |
| File No. 001-36457 |
Dear Mr. McCann:
This letter is provided on behalf of Provectus Biopharmaceuticals, Inc. (sometimes referred to herein as the “Company,” “Provectus,” “we” or “our”), in response to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated October 18, 2016 to Mr. Timothy C. Scott regarding the above-referenced Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”). We are filing a revised preliminary proxy statement (the “Revised Preliminary Proxy Statement”) with the Commission concurrently with this letter. Capitalized terms used but not defined in this letter have the meanings assigned to them in the Preliminary Proxy Statement.
For ease of reference, we have reproduced your comment immediately preceding the Company’s response.
Proposal 1
Comment
1. We refer to your disclosures on pages 7 and 8 concerning the Rights Offering and the anti-dilution protections applicable to the Series B Convertible Preferred Stock. Please revise
ALABAMA FLORIDA GEORGIA LOUISIANA MISSISSIPPI TENNESSEE TEXAS WASHINGTON, D.C.
Mr. Joseph McCann
Securities and Exchange Commission
October 20, 2016
Page 2
these paragraphs to provide the disclosures set forth in Item 11 to Schedule 14A for each of these two potential share issuances or explain to us whether shareholders will have a separate opportunity to vote on these transactions.
Response
Although our stockholders are not voting on (and are not required to vote on) the issuance of securities pursuant to the Rights Offering or the anti-dilution provisions applicable to the Series B Convertible Preferred Stock and warrants issued in the August 2016 Preferred Stock and Warrant Offering, we have added disclosure in our Revised Preliminary Proxy Statement to provide the disclosures set forth in Item 11 to Schedule 14A to the extent they are applicable to the potential issuances of shares of common stock as a result of the Rights Offering and the anti-dilution protections applicable to the Series B Convertible Preferred Stock and warrants issued in the August 2016 Preferred Stock and Warrant Offering.
Proposal 2
Comment
2. We refer to your disclosure on page 9 concerning the reasons why you are seeking approval of Proposal 1. In this section of the proxy, your disclosure suggests that you could utilize the reverse split called for by Proposal 2 to effectuate the Rights Offering even if shareholders were to reject Proposal 1. Accordingly, please amend your disclosure concerning Proposal 2 to state affirmatively whether you have plans (contingent or otherwise) to use the reverse split to effectuate the Rights Offering. With reference to your disclosures on pages 8 and 9, please also provide similar disclosure concerning potential issuances resulting from anti-dilution and price adjustment provisions for outstanding securities and concerning issuances to be made pursuant to the Cantor Agreement.
Response
We have added disclosure in our Revised Preliminary Proxy Statement indicating that, if Proposal 1 is not approved by our stockholders and if Proposal 2 is approved by our stockholders, we intend to effectuate the Reverse Stock Split and utilize the additional shares of common stock authorized and unissued as a result of the Reverse Stock Split to issue shares of common stock in satisfaction of the price protection provisions of the Series B Convertible Preferred Stock and warrants issued in the August 2016 Preferred Stock and Warrant Offering and will use any remaining available shares to effectuate the Rights Offering, although we do not believe that effectuating the Reverse Stock Split alone will be sufficient to complete the Rights Offering. In addition, we have added disclosure in the Revised Preliminary Proxy Statement indicating that we do not believe it is likely that we will have a sufficient number of shares of common stock available to issue shares of common stock under the Cantor Agreement (if and when we determine that it is in the Company’s best interests to issue shares of common stock
Mr. Joseph McCann
Securities and Exchange Commission
October 20, 2016
Page 3
pursuant to the Cantor Agreement) or for future financings unless the amendment to our Certificate of Incorporation to increase the number of shares of common stock we are authorized to issue is approved by our stockholders.
The Company acknowledges that:
| • | the Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| • | Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| • | the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please contact me at (615) 726-5768 if you have any questions regarding these responses.
BAKER, DONELSON, BEARMAN,
CALDWELL & BERKOWITZ, PC
Lori Metrock
| cc: | Timothy C. Scott, President |
Peter R. Culpepper, Interim CEO and COO
Tonya Mitchem Grindon, Esq.