PVCT Provectus Biopharmaceuticals Inc (QB)

 

 

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): December 20, 2024

 

PROVECTUS BIOPHARMACEUTICALS, INC.

(Exact name of registrant as specified in charter)

 

Delaware		001-36457		90-0031917
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

 

800 S. Gay Street, Suite 1610, Knoxville, Tennessee 37929

(Address of Principal Executive Offices) (Zip Code)

 

(866) 594-5999

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(Former Name or Former Address, if Changed Since Last Report.)

 

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 (see General Instruction A.2 below):

 

☐	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))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

Pursuant to Provectus Biopharmaceuticals, Inc.’s (the “Company’s”) exclusive license agreement with the University of Miami (the “University”) for the development and commercialization of the University’s intellectual property related to photodynamic antimicrobial therapy in ophthalmology entered into on March 21, 2024 (the “License Agreement”) and the approval of the Board of Directors of the Company on December 5, 2024 to transfer certain assets to VisiRose, Inc. (“VisiRose”), a majority-owned subsidiary of the Company focused on the development and commercialization of the Company’s pharmaceutical-grade active pharmaceutical ingredient rose bengal sodium for the treatments of ophthalmology diseases and disorders, the Company and VisiRose entered into an agreement on December 20, 2024 where by the Company assigned the License Agreement to VisiRose, which the University approved (the “Assignment and Assumption Agreement”).

 

The full text of the Assignment and Assumption Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference into this Item 1.01.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
10.1		Assignment and Assumption Agreement, dated December 20, 2024, by and between the Company and VisiRose and approved by the University
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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: December 26, 2024

 

	PROVECTUS BIOPHARMACEUTICALS, INC.
	By:	/s/ Heather Raines
		Heather Raines
		Chief Financial Officer (Principal Financial Officer)

 

 

Exhibit 10.1

 

Assignment and Assumption Agreement

 

This Assignment and Assumption Agreement (this “Assignment Agreement”), effective as of December 9, 2024 (the “Effective Date”), is by and between Provectus Biopharmaceuticals, Inc., a Delaware Corporation, having business offices at 800 S. Gay Street, Suite 1610, Knoxville TN 37929 (“Assignor”), and VisiRose, Inc., a Delaware Corporation, having business offices at 800 S. Gay Street, Suite 1610, Knoxville TN 37929 (“Assignee”).

 

WHEREAS, Assignor and the University of Miami, a Florida not-for-profit corporation, having business offices at 1951 NW 7th Avenue, Suite 300, Miami, Florida 33136 (the “University”) have entered into a certain exclusive license dated as of March 21, 2024, (the “License Agreement”) whereby University granted Assignor a worldwide under certain Patent Rights and Technology to make, have made, use, sell, and import certain Licensed Products and Licensed Processes (as defined in the License Agreement).

 

WHEREAS, pursuant to the License Agreement, Assignor created Assignee for the purpose of developing and commercializing the Licensed Products and Licensed Process, and, in furtherance therefor, Assignor has agreed to assign all of its rights, title and interests in, and Assignee has agreed to assume all of Assignor’s duties and obligations under, the License Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1. Definitions. All capitalized terms used in this Assignment Agreement but not otherwise defined herein are given the meanings set forth in the License Agreement.

 

2. Assignment and Assumption.

 

(a) Assignor hereby sells, assigns, grants, conveys and transfers to Assignee all of Assignor’s right, title and interest in and to the License Agreement and delegates to Assignee all the duties and obligations of Assignor thereunder. Assignee hereby accepts such assignment and assumes all of Assignor’s duties and obligations under the License Agreement and agrees to pay, perform and discharge, as and when due, all of the obligations of Assignor under the License Agreement.

 

(b) To the extent that, following the Effective Date, any Licensee Background IP (as defined in the License Agreement) is necessary or useful for Assignee to perform the duties and obligations assumed pursuant to Section ‎2(a), Assignor hereby grants to Assignee a non-exclusive, worldwide, royalty-free license in and to such Licensee Background IP to allow Assignee to perform its duties and obligations pursuant to the License Agreement to the same extent as if Assignee owned such Licensee Background IP.

 

 

3. University Approval. By signing in the space provided below, University acknowledges that it has approved and consented to this Assignment Agreement, that this Assignment Agreement shall be a novation, so that Assignor is hereby released of all obligations accruing on and after the Effective Date under the License Agreement, and University will look solely to Assignee for the performance of all duties and obligations under the License Agreement accruing on and after the Effective Date.

 

4. Governing Law. This Agreement shall in all respects be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

 

5. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

 

6. Further Assurances. Each of the parties hereto shall execute and deliver, at the reasonable request of the other party hereto, such additional documents, instruments, conveyances, and assurances and take such further actions as such other party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

 

[SIGNATURE PAGE FOLLOWS]

 

 

IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the date first above written.

 

	Provectus Biopharmaceuticals, Inc.
	By	/s/ Ed Pershing
	Name:	Ed Pershing
	Title:	Chairman and Chief Executive Officer
	VisiRose, Inc.
	By	/s/ Dominic Rodrigues
	Name:	Dominic Rodrigues
	Title:	Acting Chief Executive Officer

 

APPROVED:

 

University of Miami with respect solely to Section 3, above

 

By	/s/ Norma Sue Kenyon
Name:	Dr. Norma Sue Kenyon, Ph.D.
Title:	Vice Provost for Innovation, University of Miami and Chief Innovation Officer, Miller School of Medicine

 

 

v3.24.4

Cover	Dec. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 20, 2024
Entity File Number	001-36457
Entity Registrant Name	PROVECTUS BIOPHARMACEUTICALS, INC.
Entity Central Index Key	0000315545
Entity Tax Identification Number	90-0031917
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	800 S. Gay Street
Entity Address, Address Line Two	Suite 1610
Entity Address, City or Town	Knoxville
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37929
City Area Code	(866)
Local Phone Number	594-5999
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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