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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): November 16, 2004
PROVECTUS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-9410 90-0031917
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7327 Oak Ridge Highway, Suite A
Knoxville, Tennessee 37931
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (865) 769-4011
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))
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Item 3.02. Unregistered Sales of Equity Securities.
On November 16, 2004, Provectus Pharmaceuticals, Inc. completed a private
placement transaction with 14 accredited investors, pursuant to which we sold
556,832 shares of our common stock at a purchase price of $0.75 per share, for
an aggregate purchase price of $417,624.25 pursuant to Securities Purchase
Agreements with each investor. In connection with the sale of the common stock,
we also issued warrants (the "Warrants") to the investors to purchase up to
835,249 shares of our common stock at an exercise price of $1.00 per share. We
paid $41,762.43 to Venture Catalyst, LLC, 170 East 77th Street, Apt. 10F, New
York, NY 10021 as placement agent for this transaction. The form of Securities
Purchase Agreement entered into by each of the investors and the form of Warrant
issued to the investors is attached hereto as Exhibit 4.1 and 4.2.
We believe that this offering was exempt from the registration requirements of
the Securities Act of 1933, as amended (the "Securities Act") by reason of Rule
506 of Regulation D and Section 4(2) of the Securities Act, based upon the fact
that the offer and issuance of the common stock and warrants satisfied all the
terms and conditions of Rules 501 and 502 of the Securities Act, the investors
are financially sophisticated and had access to complete information concerning
us and acquired the securities for investment and not with a view to the
distribution thereof. Proceeds will be used for general corporate purposes.
Item 9.01. Exhibits.
(c) Exhibits.
Exhibit
Number Description
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4.1 Form of Securities Purchase Agreement
4.2 Form of Warrant
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: November 19, 2004
PROVECTUS PHARMACEUTICALS, INC.
By: /s/ Timothy C. Scott
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Timothy C. Scott, Ph.D.
President
EXHIBIT INDEX
Exhibit
Number Description
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4.1 Form of Securities Purchase Agreement
4.2 Form of Warrant