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Provectus Biopharmaceuticals (PVCT) wins approval for reverse split and share reduction

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Provectus Biopharmaceuticals, Inc. held its annual stockholder meeting on June 18, 2026, where five proposals were decided. Stockholders elected four directors to one‑year terms, with each nominee receiving over 191 million votes in favor, plus 131,619,889 broker non‑votes reported on this item.

They approved an advisory vote on executive compensation, with 190,162,705 votes for and 16,667,960 against, and ratified CBIZ CPAs P.C. as independent registered public accounting firm for 2026 with 329,742,597 votes for. Stockholders also authorized the board to implement a reverse stock split of common and certain preferred stock at a ratio between 1‑for‑10 and 1‑for‑50, and to proportionally reduce authorized common and preferred shares using the same ratio once selected by the board.

Positive

  • None.

Negative

  • None.

Insights

Stockholders approved all proposals, including reverse split and share reduction authority.

Provectus Biopharmaceuticals, Inc. obtained stockholder approval for all five items on its annual meeting agenda, including director elections, say‑on‑pay, and auditor ratification. These are standard governance decisions that help maintain corporate continuity and regulatory compliance.

The more structurally significant outcomes are authorization for a reverse stock split between 1‑for‑10 and 1‑for‑50 and a matching reduction in authorized common and preferred shares. These approvals give the board flexibility to adjust the capital structure and share count, though the exact ratio and timing will depend on a later board decision.

Voting support for the reverse split (315,344,309 votes for) and authorized share reduction (311,771,119 votes for) indicates broad stockholder backing for potential capital structure changes. Subsequent company communications and filings will be needed to see which split ratio the board chooses and when it becomes effective.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Broker non-votes on director election 131,619,889 votes Proposal 1 director elections
Say-on-pay support 190,162,705 votes for Proposal 2 advisory compensation vote
Auditor ratification support 329,742,597 votes for Proposal 3 CBIZ CPAs P.C. as 2026 auditor
Reverse split authorization support 315,344,309 votes for Proposal 4 reverse stock split 1-for-10 to 1-for-50
Share reduction authorization support 311,771,119 votes for Proposal 5 proportional authorized share decrease
Director candidate high vote 197,553,672 votes for Proposal 1, Ed Pershing, CPA
reverse stock split financial
"to effect a reverse stock split of the Company’s common stock, Series D Convertible Preferred Stock, and Series D-1 Convertible Preferred Stock at a ratio of between 1-for-10 and 1-for-50"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
broker non-votes financial
"There were 131,619,889 broker non-votes with respect to the proposal."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote financial
"The Company’s stockholders approved the advisory vote on the compensation of the Company’s named executive officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent registered public accounting firm financial
"ratified the selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Certificate of Designation of Series D Convertible Preferred Stock financial
"as amended by the Certificate of Designation of Series D Convertible Preferred Stock and Certificate of Designation of Series D-1 Convertible Preferred Stock"
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Understanding 8-K Material Events →
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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): June 18, 2026

 

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, 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: 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 5.07. Submission of Matters to a Vote of Security Holders.

 

Provectus Biopharmaceuticals, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 18, 2026.

 

At the Annual Meeting, the Company’s stockholders voted on five proposals. A brief description and tabulation of votes for each proposal are set forth below.

 

Proposal 1. The Company’s stockholders elected the following directors for a term of one-year, consistent with the recommendation of the Company’s board of directors (the “Board”). There were 131,619,889 broker non-votes with respect to the proposal.

 

Name of Candidate  Number of Votes 
   For  

Withhold Authority

 
Webster Bailey   191,823,174    16,387,830 
John Lacey, III, M.D.   191,947,635    16,263,369 
Ed Pershing, CPA   197,553,672    10,657,332 
Dominic Rodrigues   192,036,957    16,174,047 

 

Proposal 2. The Company’s stockholders approved the advisory vote on the compensation of the Company’s named executive officers, consistent with the Board’s recommendation. There were 131,619,889 broker non-votes with respect to the proposal.

 

  

Number of Votes

 
For   190,162,705 
Against   16,667,960 
Abstention   1,380,339 

 

Proposal 3. The Company’s stockholders ratified the selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for 2026, consistent with the Board’s recommendation. There were no broker non-votes with respect to the proposal.

 

  

Number of Votes

 
For   329,742,597 
Against   7,6914,122 
Abstention   2,474,174 

 

Proposal 4. The Company’s stockholders authorized the Board to amend the Company’s Certificate of Incorporation, as amended by the Certificate of Designation of Series D Convertible Preferred Stock and Certificate of Designation of Series D-1 Convertible Preferred Stock (the “Certificates of Designation”), to effect a reverse stock split of the Company’s common stock, Series D Convertible Preferred Stock, and Series D-1 Convertible Preferred Stock at a ratio of between 1-for-10 and 1-for-50, where the ratio would be determined by the Board at its discretion, and to make corresponding amendments to the Certificates of Designation to provide for the proportional adjustment of certain terms upon a reverse stock split, consistent with the Board’s recommendation. There were no broker non-votes with respect to the proposal.

 

  

Number of Votes

 
For   315,344,309 
Against   23,622,833 
Abstention   863,751 

 

Proposal 5. The Company’s stockholders authorized the Board, given the Company’s stockholders’ approval of Proposal 4, to amend the Company’s Certificate of Incorporation, as amended by the Certificates of Designation, to decrease the number of authorized shares of the Company’s common stock and preferred stock by the same reverse stock split ratio determined by the Board, consistent with the Board’s recommendation. There were no broker non-votes with respect to the proposal.

 

   Number of Votes 
For   311,771,119 
Against   22,227,876 
Abstention   5,831,898 

 

 

 

 

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: June 22, 2026

 

  PROVECTUS BIOPHARMACEUTICALS, INC.
     
  By: /s/ Dominic Rodrigues
    Dominic Rodrigues
    President (Principal Executive Officer)

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Provectus Biopharmaceuticals (PVCT) stockholders approve at the 2026 annual meeting?

Stockholders approved all five proposals, including electing four directors, an advisory vote supporting executive compensation, ratifying CBIZ CPAs P.C. as 2026 auditor, authorizing a reverse stock split between 1‑for‑10 and 1‑for‑50, and approving a proportional reduction of authorized common and preferred shares.

What reverse stock split range did PVCT stockholders authorize for Provectus Biopharmaceuticals?

Stockholders authorized the board to implement a reverse stock split for Provectus Biopharmaceuticals’ common, Series D, and Series D‑1 preferred stock at a ratio between 1‑for‑10 and 1‑for‑50. The board will later select the exact ratio and timing, subject to corresponding charter and designation adjustments.

How did Provectus Biopharmaceuticals (PVCT) stockholders vote on the reverse stock split proposal?

For the reverse stock split authorization, 315,344,309 votes were cast for, 23,622,833 against, and 863,751 abstained. There were no broker non‑votes on this proposal, indicating strong participation and broad support among voting stockholders for granting the board this capital structure authority.

Did PVCT stockholders approve reducing Provectus Biopharmaceuticals’ authorized share count?

Yes. Stockholders authorized the board to amend governing documents to decrease the number of authorized common and preferred shares by the same ratio ultimately used for the reverse stock split. The vote was 311,771,119 for, 22,227,876 against, and 5,831,898 abstentions, with no broker non‑votes reported.

What were the results of the Provectus Biopharmaceuticals (PVCT) say-on-pay vote?

Stockholders approved the advisory vote on compensation of Provectus Biopharmaceuticals’ named executive officers. The tally was 190,162,705 votes for, 16,667,960 against, and 1,380,339 abstentions, along with 131,619,889 broker non‑votes, aligning with the board’s recommendation to support the compensation program.

Which auditor did PVCT stockholders ratify for Provectus Biopharmaceuticals’ 2026 fiscal year?

Stockholders ratified CBIZ CPAs P.C. as Provectus Biopharmaceuticals’ independent registered public accounting firm for 2026. The vote totals were 329,742,597 for, an against figure as reported in the document, and 2,474,174 abstentions, with no broker non‑votes disclosed for this ratification item.

Filing Exhibits & Attachments

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