false
0000315545
0000315545
2026-04-20
2026-04-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): April 20, 2026
PROVECTUS
BIOPHARMACEUTICALS, INC.
(Exact
name of registrant as specified in charter)
| Delaware |
|
001-36457 |
|
90-0031917 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
800
S. Gay Street, Suite 1610, Knoxville, TN 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:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| None |
|
N/A |
|
N/A |
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
8.01. Other Events.
On
April 20, 2026, Provectus Biopharmaceuticals, Inc. (the “Company”) issued a press release announcing that it will
hold its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) at Perkins Place, its planned new headquarters
in Knoxville, Tennessee. The Annual Meeting is scheduled to be held on June 18, 2026.
Attached
hereto as Exhibit 99.1, and incorporated herein by reference, is a copy of the press release.
Other
Information
The
Company and its directors, executive officers, and advisors may be deemed to be participants in the solicitation of proxies in connection
with the proposals to be considered at the Annual Meeting. Stockholders may obtain additional information regarding the interests of
those participants by reading the “Stock Ownership,” “Proposal 1 Election of Directors,” and “Certain
Relationships and Related Transactions” sections of the Company’s preliminary proxy statement filed with the Securities
and Exchange Commission (“SEC”) on April 20, 2026, and, when they become available, the Company’s definitive
proxy statement and other definitive proxy materials, and the Company’s Annual Report on Form 10-K for the year ended December
31, 2025, as filed with the SEC on March 26, 2026, and Quarterly Reports on Form 10-Q, as filed with the SEC.
A
notice of internet availability of proxy materials with instructions for accessing the definitive proxy statement will be mailed to stockholders
as of the record date of April 20, 2026. Stockholders may obtain free copies of the preliminary proxy statement and the Company’s
other SEC filings electronically by accessing the SEC’s home page at http://www.sec.gov. Copies can also be obtained, free of charge,
upon written request to the Company, Attn: Secretary, 800 S. Gay Street, Suite 1610, Knoxville, Tennessee 37929,
(866) 594-5999.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release, dated April 20, 2026 |
| |
|
|
| 104 |
|
Cover
Page Interactive Date File (the cover page XBRL tags are 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:
April 20, 2026
| |
PROVECTUS
BIOPHARMACEUTICALS, INC. |
| |
|
|
| |
By: |
/s/
Heather Raines |
| |
|
Heather
Raines |
| |
|
Chief
Financial Officer (Principal Financial Officer) |
Exhibit
99.1

Provectus
Biopharmaceuticals to Hold 2026 Annual Meeting of Stockholders at Perkins Place, Its Planned New Headquarters in Knoxville,
Tennessee
| |
● |
Company
Marks First Annual Meeting at Historic Perkins Place Office Building as It Prepares to Relocate Its Headquarters from First Horizon
Plaza Tower |
KNOXVILLE,
Tenn., April 20, 2026 (GLOBE NEWSWIRE) — Provectus Biopharmaceuticals, Inc. (“Provectus” or the “Company”)
(OTCQB: PVCT) today announced that it will hold its 2026 Annual Meeting of Stockholders on Thursday, June 18, 2026, beginning at 4:00
p.m. Eastern Time, at the Perkins Place Office Building (“Perkins Place”), 525 Portland Street, Knoxville, Tennessee 37919.
Perkins
Place is Provectus’s planned new headquarters. The Company intends to relocate from its current offices at 800 S. Gay Street, Suite
1610 (First Horizon Plaza Tower) to Perkins Place in 2026. Holding this year’s Annual Meeting at the new location marks the first
stockholder gathering at what Provectus expects to become its permanent operational home.
A
Building with History and Strategic Alignment
Designed
by Barber & McMurray Architects and opened in 1927 as Perkins Elementary School, Perkins Place was named in honor of Angie
Villette Warren Perkins, the first woman elected to the Knoxville Board of Education and the first woman in Tennessee to serve as
president of a public-school board, when she was elected president of the Knoxville board in 1918. The building is a 22,941 square foot
structure on a campus on 3.23 acres, fully renovated, with ample parking and sufficient land for future expansion.
Perkins
Place carries a direct connection to Ed Pershing, Provectus’s Chairman and Chief Executive Officer. He first encountered the building
in 1991, when he envisioned it as the future home of Pershing Yoakley & Associates (“PYA”), the national healthcare consulting
and accounting firm he co-founded in 1983. PYA acquired and restored the building in 1992, preserving its period architecture and converting
it into a distinctive corporate headquarters and presence. PYA occupied Perkins Place until 2009, when PYA’s growth demanded it
double its office space. In the fall of 2025, Mr. Pershing reacquired the property through a partnership with the East Tennessee Foundation
that independently sought the building for its own permanent home. The arrangement secured a headquarters for Provectus and provided
the Foundation with a minority ownership interest and a long-term headquarters.
Provectus’s
planned relocation will provide the Company a pathway to effectively manage costs as it grows and adds resources. Additional land and
flexible zoning create optionality for future facility development, including the potential for dedicated research, operational, and/or
logistics-adjacent space.
Mr.
Pershing said, “Holding our 2026 Annual Meeting of Stockholders at Perkins Place is the right setting for this moment. The building’s
history reflects values we recognize in ourselves: vision applied to overlooked assets, perseverance, and outcomes others considered
improbable. Provectus’s proprietary synthetic small molecule Rose Bengal Sodium is a molecule being systematically recognized and
developed across oncology, dermatology, ophthalmology, and beyond. Perkins Place was not a new building when PYA first claimed it. In
both cases, the value was already there. The work was to see it, commit to it, and build. We are planning to do that again at Provectus.
Perkins Place is evidence of our expanding vision for Provectus”.
About
Provectus
Provectus
Biopharmaceuticals, Inc. is a clinical-stage biotechnology company developing a pipeline of immunotherapy medicines based on rose bengal
sodium, a first-in-class synthetic small molecule from the halogenated xanthene family. The Company’s clinical programs span oncology,
dermatology, and ophthalmology, with additional proof-of-concept programs in hematology, wound healing, infectious diseases, and tissue
repair.
For
more information, visit www.provectusbio.com.
Forward
Looking Statements
The
information in this press release may include “forward-looking statements,” within the meaning of the Private Securities
Litigation Reform Act of 1995, relating to the business of Provectus and its affiliates, which are based on currently available information
and current assumptions, expectations, and projections about future events and are subject to a variety of risks and uncertainties and
other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements.
Forward-looking statements are often, but not always, identified by the use of words such as “aim,” “likely,”
“outlook,” “seek,” “anticipate,” “budget,” “plan,” “continue,”
“estimate,” “expect,” “forecast,” “may,” “will,” “would,” “project,”
“projection,” “predict,” “potential,” “targeting,” “intend,” “can,”
“could,” “might,” “should,” “believe,” and similar words suggesting future outcomes or
statements regarding an outlook.
The
safety and efficacy of the agents and/or uses under investigation have not been established. There is no guarantee that the agents will
receive health authority approval or become commercially available in any country for the uses being investigated or that such agents
as products will achieve any particular revenue levels.
Due
to the risks, uncertainties, and assumptions inherent in forward-looking statements, readers should not place undue reliance on these
forward-looking statements. The forward-looking statements contained in this press release are made as of the date hereof or as of the
date specifically specified herein, and Provectus undertakes no obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except in accordance with applicable securities laws. The forward-looking
statements are expressly qualified by this cautionary statement.
Risks,
uncertainties, and assumptions include those discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”),
including those described in Item 1A of the Company’s Annual Report on Form 10-K for the period ended December 31, 2025.
Additional
Information and Where to Find It
Stockholders
are urged to read the definitive proxy statement when it becomes available, because it will contain important information about the Company
and the 2026 Annual Meeting proposals.
This
press release is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect
of the 2026 Annual Meeting proposals. STOCKHOLDERS ARE URGED TO READ CAREFULLY AND, IN ITS ENTIRETY, THE PRELIMINARY PROXY STATEMENT
FILED WITH THE SEC AND, WHEN THEY BECOME AVAILABLE, THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS, BECAUSE THEY DO AND
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE 2026 ANNUAL MEETING PROPOSALS. A notice of internet availability of proxy
materials with instructions for accessing the definitive proxy statement will be mailed to stockholders as of the record date of April
20, 2026. Stockholders may obtain free copies of the Company’s preliminary proxy statement and its other SEC filings electronically
by accessing the SEC’s home page at http://www.sec.gov. Copies can also be obtained, free of charge, upon written request
to Provectus Biopharmaceuticals, Inc., Attn: Secretary, 800 S Gay St, Suite 1610, Knoxville, Tennessee 37929, (866) 594-5999.
Participants
in Solicitation
This
press release may constitute soliciting material under SEC Rule 14a-12, and the Company and its directors, executive officers, and advisors
may be deemed to be participants in the solicitation of proxies from the holders of the Company’s common stock, Series D Convertible
Preferred Stock, and Series D-1 Convertible Preferred Stock in respect of the 2026 Annual Meeting proposals.
Investors
may obtain additional information regarding the interest of those participants by reading the “Stock Ownership,” “Proposal
1 Election of Directors,” and “Certain Relationships and Related Transactions” sections of the Company’s preliminary
proxy statement filed with the SEC on April 20, 2026 and, when they become available, the Company’s definitive proxy statement
and other relevant proxy materials, and the Company’s annual report on Form 10-K for the year ended December 31, 2025, as filed
with the SEC on March 26, 2026, and quarterly reports on Form 10-Q, as filed with the SEC.
Contacts:
Provectus
Biopharmaceuticals, Inc.
Heather
Raines, CPA
Chief
Financial Officer
hraines@pvct.com
(866)
594-5999
Investor
Relations & Media
Susan
Xu
sxu@allianceadvisors.com
(778)
323-0959