PVCT 8-K 12-12-05
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): December 12, 2005
PROVECTUS
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
000-9410 |
90-0031917 |
|
(State or other jurisdiction
of incorporation
|
(Commission File
Number)
|
(IRS Employer
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
December 12, 2005, Provectus Pharmaceuticals, Inc., completed a private
placement transaction with 17 accredited investors, pursuant to which we sold
5,505,334 shares of our common stock at a purchase price of $0.75 per share,
for
an aggregate purchase price of $4,129,000.50 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 6,881,668 shares of our common stock at an exercise price of $0.935 per
share. We paid $412,900 to Chicago Investment Group, L.L.C 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 incorporated by reference to our current report on Form 8-K filed
August 30, 2005.
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
1 |
| 4.2 |
Form of Warrant1 |
(¹) Incorporated by
reference to the current report on Form 8-K filed August 30, 2005.
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.
| |
|
|
| |
PROVECTUS
PHARMACEUTICALS, INC. |
|
|
|
| Date: December
12, 2005 |
By: |
/s/ H.
Craig Dees |
| |
|
| |
Title
Chief Executive Officer |