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): January 12, 2011
PROVECTUS
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in charter)
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Nevada
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0-9410
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90-0031917
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of incorporation)
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File
Number)
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Identification
No.)
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7327
Oak Ridge Hwy., Knoxville, Tennessee 37931
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(Address
of Principal Executive Offices)
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(866)
594-5999
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(Registrant’s
Telephone Number, Including Area
Code)
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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:
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□
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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□
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On
December 23, 2010, Provectus Pharmaceuticals, Inc., a Nevada corporation (the
“Company”), received a comment letter from the staff of the U.S. Securities and
Exchange Commission (the "SEC") related to the Company's Form 10-K for the year
ended December 31, 2009, and the Company's Form 10-Q for the quarterly period
ended September 30, 2010. One of the SEC's comments requests the Company's
analysis of whether certain warrants issued in March 2010 and April 2010 should
be classified as liabilities pursuant to Accounting Standards Codification
815-40-15 "Determining Whether an Instrument (or Embedded Feature) Is Indexed to
an Entity's Own Stock" ("ASC 815") and subsequent changes in fair value recorded
in earnings. The comment further requests the Company to provide the model used
to value the warrants.
The
warrants that are the subject of the SEC's comment include warrants to purchase
5,291,654 shares of the Company's common stock issued in March 2010 and warrants
to purchase 1,350,000 shares of the Company's common stock issued in April 2010
(collectively, the "Warrants"). The Warrants have an exercise price
of $1.00 per share and expire five years after their issuance. The
Warrants contain certain anti-dilution provisions pursuant to which future
issuances or deemed issuances of the Company's common stock without
consideration or for consideration per share less than the applicable exercise
price in effect immediately prior to such issue, will result in the exercise
price of the Warrants being reduced to the consideration per share received by
the Company for such deemed issue. The Company classified the Warrants as equity
in the applicable quarterly reports.
The
Company is in the process of responding to the SEC's comment. Management has
determined that the Warrants should be classified as liabilities in accordance
with ASC 815 due to the anti-dilution provisions contained in the Warrants, but
has not yet quantified the impact of this change in classification to determine
if it is material. The Company intends to reflect the necessary
adjustment in the fourth quarter of 2010, but may be required to restate its
quarterly reports on Form 10-Q for the quarterly periods ending March 31, June
30, and September 30, 2010 depending on the materiality of the required
adjustment.
The
application of ASC 815 to the Warrants will not impact the Company’s overall
cash position or the Company's cash-based expense for any of the quarterly
periods previously reported. The application of ASC 815 to the Warrants will
result in an increase in liabilities to reflect the value of the Warrants, with
a corresponding decrease in additional paid-in capital, an increase in dividends
reported on the related preferred stock and an increase or decrease in the
Company’s net loss for changes in the value of the Warrants between reporting
periods.
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: January
12, 2011
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PROVECTUS
PHARMACEUTICALS, INC.
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By:
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/s/ Peter
R. Culpepper |
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Peter
R. Culpepper
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Chief
Financial Officer and Chief Operating Officer
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