September 4, 2012

$PVCT.OB Files A Preferred Share Prospectus

Here is my follow-up to my post on today's prospectus filing.

Management filed a preliminary prospectus supplement for the issuance of:
  • Series A 8% convertible preferred stock, and
  • Series D Warrants to purchase Series A 8% convertible preferred stock.
Note the above preferred stock is different -- it has a different CUSIP number; that is, it is a different security -- than the convertible preferred stock, which had its own CUSIP number and warrants to purchase common stock, Provectus issued in March 2010.

The filing had blanks for numbers of shares and warrants, warrant exercise price, etc. Basically, the filing was a placeholder. This filing, the specifics such as they are, and the process behind it are a big deal [to me]:
  • As I mentioned earlier today, this new preferred stock security will list on the NASDAQ CM (Capital Market) under the symbol PVCTP.
    • Note, again, that the other preferred stock security is not related to the new preferred stock security and, thus, will not list.
  • PVCTP also is ready to list, if and when the company issues it to fund raise; that is, there is no waiting period. Like an IPO, when the security is issued for money, the "paper" goes live.
  • The new preferred stock will be priced above at least $4 per share, and the associated warrants to buy PVCTP will have an exercise price of at least $4. The $4 level is the minimum requirement of NASDAQ to list any new security (e.g., like an IPO).
  • Final PVCTP pricing likely would be influenced by the price of the common stock at the time the issuance is finalized or "goes public." If the common stock is below $4 per share, PVCTP would be sold for no less than $4 per share. If the common is higher or much higher than $4 per share, PVCTP could or would be priced above $4.
  • The bookrunner or underwriter is Maxim Group (again, note the different language of prospectus supplements and placement agents, versus underwriters and this issuance).
  • By approving Provectus to list this new preferred stock security, the NASDAQ undertook a due diligence process that included vetting the security, management, the board of directors and the company.
  • While the new preferred stock certainly could be issued to life sciences investors, name or otherwise, I think it is clear the security is targeted at and destined for a Big Pharma company as part of the strategic investment strategy Provectus noted in its second quarter 10Q filing. If I had to, er, guess, the Big Pharma company is Pfizer.
With the mechanics already in place for a minority equity investment from a corporate like Pfizer or J&J or other Big Pharma company, now the focus turns to closing such an investment.

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