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 30, 2005
PROVECTUS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-09410 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))
Item 3.02. Unregistered Sales of Equity Securities.
On November 29, 2005, Provectus Pharmaceuticals, Inc., completed a private
placement transaction with 30 accredited investors, pursuant to which we sold
2,640,992 shares of our common stock at a purchase price of $0.75 per share, for
an aggregate purchase price of $1,980,744.00 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
3,301,240 shares of our common stock at an exercise price of $0.935 per share.
We paid $198,074.40 to Network 1 Financial Securities, Inc. 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 are
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. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
----------------- -----------------------------------------------------------
4.1 Form of Securities Purchase Agreement
4.2 Form of Warrant
SIGNATURES
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 1, 2005
PROVECTUS PHARMACEUTICALS, INC.
By: /s/ H. Craig Dees
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H. Craig Dees
Chief Executive Officer