I have been blogging a lot this month. There has been a lot about which to write. Month-over-month blog readership is up 30-60% across all major metrics (e.g., visits +46%, unique visitors +31%, pageviews +57%, average visit duration +41%, etc.). There will be as much or more to write about next month.
I think this there is an outcome much of the market currently does not see coming. I wrote yesterday about the market confusion regarding the PVCTP "IPO" and the current depression of the share price. At this point in time the market is about expectations. And those expectations, unfortunately, are not high going into ESMO 2012 and October.
We await regulatory clarity of the path to approval of PV-10 for metastatic melanoma (i.e., the SPA PR). We know the company requires money to conduct pivotal, key and other trial work (e.g., MM Phase 3, expanded liver Phase 1, liver Phase 2/3, pancreas Phase 1, psoriasis Phase 3, etc.). $15-30MM certainly substantially or fully covers this work. The market is unsure of the timing of the SPA PR. It also thinks the company will incur substantial dilution to achieve this fund raising.
What happens to market expectations of the company and common stock share price if the SPA PR is followed by a license deal announcement, whether dermatology or geographic-specific oncology, that provides most or all of the money above? This outcome causes a complete and utter upside surprise to the market, given what it thinks right now. The share price should blow upward because Provectus not only would have exceeded expectations but destroyed them through a non-dilutive "financing" event.
Below is my current take of the horse race of financing and "financing" options to secure monies for more trial work. I hope to update this more frequently as facts change and events transpire.
September 29, 2012
September 28, 2012
Blog Reader Question
I agree with your recent blog post that the fireworks will all go off in one day (or week) to catapult the share price. Yet, in your opinion, why hasn't the share price reflected anticipation? Perhaps the fear of dilution?The above is from a reader with whom I regularly and very enjoyably e-mail back-and-forth about all things Provectus.
There is market confusion regarding the PVCTP "IPO." The company is in control of the process by which terms are set; that is, management is negotiating with the prospective lead investor(s). Of three potential investing entities (two strategics, one financial), one or two of them would lead or co-lead the round and account for about of half of its proceeds.
Maxim, in order to gauge whether there are 300 or so fellow round lot holders to follow the lead investor(s), is circulating "not established" deal terms of a potential "IPO" that are (a) very attractive for prospective investors subscribing for it and (b) very unattractive for existing shareholders and prospective pre-"IPO" buyers of the common stock.
Specifically, the "at market" conversion ratio -- the purported $4 per share PVCTP offering price divided by the PVCT.OB share price when the "IPO" closes, which at today's closing price of $0.67 would yield a conversion ratio of 6 -- and warrant coverage -- at least 40-50% to perhaps as high as 100% -- indicate drastic dilution of about 25-30%. I do not think nor do I believe management would allow existing shareholders, particularly long-time and very long-time supporters, to incur such pain. Market uncertainty, however, is being created.
As a result, some existing shareholders may be selling some or all of their share ownership and/or refraining from buying more shares. This group believes it sees likely dilution ahead. There may be other contributors to selling in September, too. Prospective new investors may be refraining from buying more shares because of the dilution they too believe will result from the PVCT "IPO."
There also is, more broadly, a continued "show me" attitude with prospective investors who are not confused by nor care about the PVCTP "IPO" and a dilution bogeyman: Show me the SPA. Show me the final MM Phase 2 trial data. Show me more Moffitt data. Show me more about the Pfizer interest. Show me. Show me. Show me.
Yes, kalkoen-man, the SPA did not show up this week. I admit, pabo-tao, that Q3 effectively ended today. You may commence the grief giving indioilar-man.
In all seriousness, however, I am focused on the outcomes of next week following ESMO 2012. As arguably the biggest event in the company's history, I expect management to use the venue as a platform for Provectus and PV-10. What is more critical to the common stock is not the nervous nellies, nor is it sharp investors looking for a good deal. Rather, it is the Missourians in the crowd who, upon reading the SPA PR, the ESMO PR(s), the Moffitt PRs, etc., come off the sidelines and buy, buy, buy.
Let us circle up towards the end of next week and take stock.
$PVCT.OB/$PFE's Patent Application Published For Combining Local And Systemic Therapies For Enhanced Treatment Of Cancer
Provectus issued a PR today for its joint patent application with Pfizer. The patent application was first revealed a week ago.
In a break from historical practice, management issued a PR for a patent application rather than only for an issued patent. While not wanting to hype this achievement (since a patent application has a way to go before it is finalized [if at all]), Provectus nevertheless clearly wanted to highlight another aspect of its growing relationship with Pfizer.
Having made venture capital investments in hi tech start-up companies (mostly information technology ones, but some life sciences companies) on behalf of a corporation, I understand the situation Provectus faced. I have no doubt management dutifully asked the folks at Pfizer's Specialty Care and Oncology business unit for permission to include the Big Pharma company's name in today's PR. The Pfizer BU asked Pfizer's corporate legal department, which subsequently said no (an answer that was not going to change).
As a corporate VC, I knew the tangible and intangible value to the investee from having our parent company's name in the investee's PR announcing the investment round (and our investment). On the other hand, our corporate legal department was fearful of misrepresenting the nature of the relationship between the corporation and the investee company, no matter how minuscule the potential or actual risk. It was one thing to say the corporation's wholly owned but separately governed and functioning subsidiary invested in a start-up company. It was another thing to imply any kind or sniff of "partnership" that did not yet exist between the corporation, howerver, and the investee.
While it may be disappointing to shareholders the relationship with Pfizer was not more broadly broadcast, more of it should become evident over time. For example, we may learn more about it coming out of ESMO next week. Alternatively, if PVCTP ultimately is used, we may learn Pfizer is the lead investor, or one of two lead investors (PFE + another Big Pharma company, PFE + a life sciences investor/fund).
In a break from historical practice, management issued a PR for a patent application rather than only for an issued patent. While not wanting to hype this achievement (since a patent application has a way to go before it is finalized [if at all]), Provectus nevertheless clearly wanted to highlight another aspect of its growing relationship with Pfizer.
Having made venture capital investments in hi tech start-up companies (mostly information technology ones, but some life sciences companies) on behalf of a corporation, I understand the situation Provectus faced. I have no doubt management dutifully asked the folks at Pfizer's Specialty Care and Oncology business unit for permission to include the Big Pharma company's name in today's PR. The Pfizer BU asked Pfizer's corporate legal department, which subsequently said no (an answer that was not going to change).
As a corporate VC, I knew the tangible and intangible value to the investee from having our parent company's name in the investee's PR announcing the investment round (and our investment). On the other hand, our corporate legal department was fearful of misrepresenting the nature of the relationship between the corporation and the investee company, no matter how minuscule the potential or actual risk. It was one thing to say the corporation's wholly owned but separately governed and functioning subsidiary invested in a start-up company. It was another thing to imply any kind or sniff of "partnership" that did not yet exist between the corporation, howerver, and the investee.
While it may be disappointing to shareholders the relationship with Pfizer was not more broadly broadcast, more of it should become evident over time. For example, we may learn more about it coming out of ESMO next week. Alternatively, if PVCTP ultimately is used, we may learn Pfizer is the lead investor, or one of two lead investors (PFE + another Big Pharma company, PFE + a life sciences investor/fund).
September 27, 2012
Asymmetric Investing In $PVCT.OB
An Asymmetric Investment Opportunity
"Some hedge funds have made enormous returns by looking for asymmetric investment opportunities. These stem from finding upcoming events that are not well understood and which have the potential to cause dramatic stock movements in the case of a positive outcome. The chances for such a positive outcome may be modest, but if it does occur the potential reward dramatically offsets the risk of being wrong. This is asymmetric investing and biotechnology lends itself very much to this approach.
For an asymmetric opportunity there has to be lack of awareness or extreme skepticism that a positive outcome can occur. Small biotechnology companies fit this approach because most Wall Street analyst coverage in biotechnology is focused on larger biotechnology names (more symmetric investing). In addition, the large number of trial failures in small biotechnology has produced a pervasive skepticism that any clinical trials will succeed.
Asymmetric investing does not mean that an investor is smart enough to predict with certainty clinical trial outcomes. The premise is that the event has a reasonable chance of occurring, is unexpected and if it does occur the upside potential dramatically offsets the risk of losing much or all of the investment if the outcome is negative." -- Larry Smith, Smith On StocksCourtesy of a friend of the blog, the above description of an asymmetric investment opportunity is informative, cogent and, I think, directly applicable to Provectus.
As I have written from the outset, investors often underestimate or overestimate risk in the context of the return they should expect. Just because a so-called safe asset or security could provide a safe return does not mean the expected return is commensurate (high enough) for that level of risk. Conversely, just because a so-called risky security could generate a robust return does not mean the expected risk is commensurate (too high) for that amount of return. Provectus falls into the category of an investment opportunity where the risk-reward profile is clearly and visibly out of whack.
$PVCT.OB Expands Protocol For Phase 1 Liver Cancer Study
Provectus issued a PR today regarding the expansion of the liver cancer Phase 1 trial. More on the study can be read here. Changes to the initial study may be found here. This trial expansion is a necessary (required) "pre-study" to the eventual Phase 2/3, since safety has not yet been established using PV-10 and sorafenib. Expanding the initial trial, rather than running another Phase 1 trial, is more efficient since the expansion merely is an extension of an already approved safety study.
Blog Reader Question
Does the conversion rate equal $4 + the closing PVCT.OB share price at PVCTP deal closing or is it $4 / the closing PVCT.OB share price at PVCTP deal closing. It is not clear one blog entry looks like a addition symbol the other looks like a division symbol.The conversion ratio = $4 / the closing PVCT.OB share price at PVCTP deal closing.
NOTE: It appears the "target" deal closing date of next Wednesday or Thursday (October 3rd or 4th) has been pushed into the week of October 8th. Is the SPA PR, then, out next week?
September 26, 2012
Neither Here Nor There For $PVCT.OB
John Rogers, CFA, President and CEO of CFA Institute has spoken about how the finance industry is a broken spoke in the global economic machinery. During a speech he gave to CFA conference attendees in Hong Kong, the conference I recently attended (I am a CFA charter holder of 10+ years), he viewed the social contract between financial professionals and those they serve as broken. I am not sure if the speech is or will be made widely available; however, you may find the speech he gave at the the 65th CFA Institute Annual Conference in Chicago, which I also attended, substantive, illuminating, thought provoking.
Segueing to Peter, I had a very lengthy exchange with him today, the substance of which related to my investment thesis. Following its completion, I am reminded by my opinion of and respect for him. He is an important member of the management team, and I value his contribution.
Segueing to Peter, I had a very lengthy exchange with him today, the substance of which related to my investment thesis. Following its completion, I am reminded by my opinion of and respect for him. He is an important member of the management team, and I value his contribution.
$PVCT.OB's PVCTP "IPO:" Conversion Ratio
If management indeed utilizes the preferred stock offering vehicle and "goes public" using PVCTP, I [strongly] think the conversion ratio will be much closer to 1-to-1 (if it is not 1-to-1) than to an "at market" figure.
$PVCT.OB's PVCTP "IPO:" Maxim (update)
The current Maxim presentation of some of the deal terms:
- There appear to be 2 lead investors who would subscribe for one-half of the deal.
- A closing next Wednesday or Thursday,
- A $4 offering price,
- An "at market" conversion ratio, where the ratio is based on the common share price at closing/final pricing of the PVCTP "IPO," and
- i.e., conversion ratio = $4 ÷ closing PVCT.OB share price at PVCTP deal closing
- The conversion ratio may be lower. That is, a higher-than-actual common share price could be used.
- At least 40% warrant coverage at an exercise price of a 10% premium to the offering price
- i.e., $4.40
- The coverage percent may increase.
On the topic of the SPA PR, I continue to hold to management's Q3 guidance as my baseline expectation (until I am required my expectation). I am certain to get grief from Hr. Tyrkiet, a chief Investor Village poster, reader of this blog and periodic e-mailer (bring it on Señor Pavo!), about this should no SPA is announced in Q3. Today (last evening to this evening) is Yom Kippur, and I would imagine not an appropriate day on which to issue an important PR.
September 25, 2012
$PVCT.OB Short Interest
In context, short interest is not a big percent of float, but a 35% period-over-period increase to a new high is notable.
At Last $PVCT.OB Check
It appears, from Maxim’s recent activities, that for now they are
head hunting 300 or so fellow lot holders to join the lead investor(s) for the
PVCTP “IPO.” I have received several calls, e-mails and other inquiries asking about
my thoughts on the deal details reps have been telling folks. Maxim’s approach appears sloppy. In a few
cases, one might go so far as to say it appears sleazy. The broker-dealer and
its representatives, both investment bankers and stockbrokers, get paid when a
deal gets done. The business and revenue models are based on closing
transactions. As such, Maxim has a very strong incentive to encourage Peter to
do a PVCTP “IPO.” If a Maxim rep calls you with details – as of this writing –
such details have not yet been established or finalized.
Discussions continue regarding the sale of the dermatology
business (i.e., a comprehensive PH-10 license). A dermatology deal is a parallel
effort that could push the common stock to list on the NASDAQ without a PVCTP “IPO.”
$PVCT.OB's PVCTP "IPO:" Maximizing The Outcome
Maxim's utility, as with the other underwriters on the PVCTP preferred stock offering, is essentially to fill-out the minimum 300 lot holder requirement for the PVCTP security to list on the NASDAQ.
Maxim investment bankers should not be in the same room with Peter when he speaks and negotiates with prospective lead investors: (i) strategic investors like Pfizer, J&J and other Big Pharma companies and (ii) life sciences (financial) investors.
If PVCTP is to be "IPOed" (and thus used), Peter would tell Maxim and the other underwriters the pricing (e.g., lead investor(s), offering amount, offering price, conversion ratio/price, warrant coverage & exercise price, etc.).
I do not think pricing has been established at all. So, if a Maxim rep called you with "details," I would be, er, cautious...
Maxim investment bankers should not be in the same room with Peter when he speaks and negotiates with prospective lead investors: (i) strategic investors like Pfizer, J&J and other Big Pharma companies and (ii) life sciences (financial) investors.
If PVCTP is to be "IPOed" (and thus used), Peter would tell Maxim and the other underwriters the pricing (e.g., lead investor(s), offering amount, offering price, conversion ratio/price, warrant coverage & exercise price, etc.).
I do not think pricing has been established at all. So, if a Maxim rep called you with "details," I would be, er, cautious...
Blog Reader Question
It seems that the plan is to present a series of good news next week in order to drive the SP above USD 2 and keep it there for the 5 days needed to be listed on NASDAQ. How do you see this?Whether this week or next, a series of PRs (e.g., SPA, liver, ESMO, Moffitt, etc.) could drive the common stock share price onto the NASDAQ.
This news-driven common stock share price rise may be insufficient to effectively raise $20-30MM (via the existing shelf filing) to conduct pivotal, key and other trials. Getting onto the NASDAQ via the common stock is good and important, but a company's currency is its stock and dilution could be substantial or large (a $30MM raise at $2.50 per share is something like a 10-11% dilution).
The possibility exists this near-term series of news could be insufficient to push the common stock onto the NASDAQ. As a result, raising money becomes more expensive.
Management has maintained their first choice to minimize dilution and secure necessary trial monies, obviously, is to use significant or sizable upfront payments from a dermatology deal and/or mini-oncology deals (e.g., China, Australasia, etc.). Getting the right deal (e.g., valuation, upfront and milestone payments, royalty percent, etc.) in the context of completed and contemplated regulatory meetings and clinical data may take more time.
Life sciences players currently not in the stock understand Provectus needs to raise capital soon to run certain trials. These investors want to see how this money is raised -- i.e., understand the risk-reward profile -- before jumping into the PVCT pool: sell common stock, do a license deal or two, sell part of PVCTP to a strategic investor, etc. Once the picture is clear, investors should buy.
The PVCTP preferred stock offering vehicle, if led by a less price/valuation sensitive strategic investor, provide several benefits at once: raises valuation, facilitates effective fund raising, brings some or many investors off the sidelines, gets a Provectus security on the NASDAQ, goes toward reducing dilution, etc.
What is management thinking and what situation(s) are they currently facing?
September 24, 2012
$PVCT.OB's PVCTP "IPO:" Maxim Edition
Maxim reps have been calling around to solicit interest to invest in PVCTP's "IPO." Offering details (e.g., lead investor(s), offering amount, offering price, conversion ratio/price, warrant coverage & exercise price, etc.) do not appear to be established yet. We should learn more later this week. The goal seems to be an "IPO" pricing/closing next Wednesday or Thursday.
$PVCT.OB To Present At "3rd Annual Cancer Immunotherapy: A Long-Awaited Reality" Conference
Provectus issued a PR today related to Craig's presentation on October 4 at the MD Becker 3rd Annual Cancer Immunotherapy: A Long-Awaited Reality Conference.
As expected, Craig "...will discuss PV-10's immunologic potential in treating melanoma and other cancer indications including liver, pancreatic and colorectal cancer."
The event will be webcast.
As expected, Craig "...will discuss PV-10's immunologic potential in treating melanoma and other cancer indications including liver, pancreatic and colorectal cancer."
The event will be webcast.
Dr. Adams
Kurt Adams, the son of shareholder Dr. Adams, reached out to me last week via the blog. We spoke shortly thereafter; however, I did not speak to Dr. Adams himself. At both his father's (conveyed via Kurt) and Kurt's requests, I will not discuss the substance of my conversation publicly or privately for the time being.
My investment thesis remains unchanged as it relates to the details of my conversation with Kurt.
My investment thesis remains unchanged as it relates to the details of my conversation with Kurt.
September 23, 2012
$PVCT Preferred Stock Offering ($PVCTP): An "IPO" In The Making?
Several thoughts about the PVCTP preferred stock offering vehicle have been bouncing around inside my head since it was first revealed through an SEC filing on September 4th. What was management's strategy for its utilization? Initial reactions by many were less than positive: fund raising, now?, more dilution?, how?, why?, when?, etc.
Provectus had established structural access to capital via the Lincoln Park equity line of credit and mixed securities shelf filing. Interest to invest by institutional and fund investors remained very strong. Fund raising at September prices would be painful of course, but there was no immediate need for capital.
Furthermore, management first spoke of a strategic investment strategy in its early-August 10Q filing, where strategic referred to Big Pharma companies.
The common stock could be used to facilitate a minority investment by Pfizer or J&J or another Big Pharma company, but the premium afforded PVCT.OB most likely would be limited on an absolute basis. Acquisitions tend to be viewed differently than investments by corporations. A 30%, 40% or 50% premium could work (typical of recent investment deals, suggesting a deal price of $0.90 to in excess of a $1.00 per share), but could a 1,000% premium be achieved (i.e., a $7 or thereabouts share price)? With time and news, the common stock could climb to the minimum $2 share price over 5 consecutive days and list on the NASDAQ as PVCT. But at current price levels, any fund raising would be more superficial than substantive (i.e., a "token" investment of several millions of dollars) rather than a signaling investment of of $20MM to do the pivotal MM Phase 3 trial. How long would the company have to wait for the common stock share price to rise to do a subsequent fund raising (assuming the initial one was a "superficial" one with Big Pharma) to sufficiently capitalize the trial?
I suppose a non-listed convertible preferred stock could be created out of the mixed security shelf specifically for a Big Pharma company. The preferred stock might garner a higher or much higher as converted common stock premium. The common stock might respond well as a result, with a Big Pharma company like Pfizer entering the capitalization table. But would that be enough to jolt Provectus' valuation? With time and news, the common stock could climb to the minimum $2 share price over 5 consecutive days and list on the NASDAQ as PVCT. Similar follow-up comments apply here, too.
If the company was not going to dilute its capitalization unnecessarily, how was PVCTP going to work and why?
Provectus never enjoyed a true or real IPO. In order to carry-out post-September 11th fund raising, the formerly privately held company did a reverse merger into a public shell. As a result, one of the biggest hurdles Provectus historically has faced and continues to face is being an over-the-counter stock.
So what does PVCTP really achieve? A lot, I think, and at different levels, too, from:
How does this happen? Here are my thoughts:
An "IPO" is made more effective (better terms for the company, better on-the-day and post-"IPO" share appreciation and buying) the more demand there is for PVCTP. Demand comes from pre- and post-"IPO," PVCTP share price-moving news. If the vehicle is used, the "IPO" could occur during or around the week of October 8th (U.S. equity markets are not closed on Columbus Day), perhaps earlier like the end of the week of October 1st or later like the week of October 15th. Early- to mid-October makes sense because of the news going into and throughout the fourth and last quarter of this calendar year:
Provectus had established structural access to capital via the Lincoln Park equity line of credit and mixed securities shelf filing. Interest to invest by institutional and fund investors remained very strong. Fund raising at September prices would be painful of course, but there was no immediate need for capital.
Furthermore, management first spoke of a strategic investment strategy in its early-August 10Q filing, where strategic referred to Big Pharma companies.
The common stock could be used to facilitate a minority investment by Pfizer or J&J or another Big Pharma company, but the premium afforded PVCT.OB most likely would be limited on an absolute basis. Acquisitions tend to be viewed differently than investments by corporations. A 30%, 40% or 50% premium could work (typical of recent investment deals, suggesting a deal price of $0.90 to in excess of a $1.00 per share), but could a 1,000% premium be achieved (i.e., a $7 or thereabouts share price)? With time and news, the common stock could climb to the minimum $2 share price over 5 consecutive days and list on the NASDAQ as PVCT. But at current price levels, any fund raising would be more superficial than substantive (i.e., a "token" investment of several millions of dollars) rather than a signaling investment of of $20MM to do the pivotal MM Phase 3 trial. How long would the company have to wait for the common stock share price to rise to do a subsequent fund raising (assuming the initial one was a "superficial" one with Big Pharma) to sufficiently capitalize the trial?
I suppose a non-listed convertible preferred stock could be created out of the mixed security shelf specifically for a Big Pharma company. The preferred stock might garner a higher or much higher as converted common stock premium. The common stock might respond well as a result, with a Big Pharma company like Pfizer entering the capitalization table. But would that be enough to jolt Provectus' valuation? With time and news, the common stock could climb to the minimum $2 share price over 5 consecutive days and list on the NASDAQ as PVCT. Similar follow-up comments apply here, too.
If the company was not going to dilute its capitalization unnecessarily, how was PVCTP going to work and why?
Provectus never enjoyed a true or real IPO. In order to carry-out post-September 11th fund raising, the formerly privately held company did a reverse merger into a public shell. As a result, one of the biggest hurdles Provectus historically has faced and continues to face is being an over-the-counter stock.
So what does PVCTP really achieve? A lot, I think, and at different levels, too, from:
- The more awareness and credibility that comes from a NASDAQ listing (relative to an over-the-counter listing), to
- The monies to signal the intention to move forward with the pivotal MM Phase 3 and other key and pivotal trials (e.g., HCC expanded Phase 1, HCC Phase 2/3, pivotal psoriasis Phase 3), to
- The significance of a lead corporate investor, who clearly could be an acquirer of Provectus, to
- The addition of life sciences and other name investors as shareholders, to
- A robust valuation [for PVCTP] out-of-the-gate, to
- Reasonable but nowhere excessive PVCTP deal parameters (e.g., per share price, conversion ratio or price, warrant coverage), to
- Facilitating greater mainstream media coverage by virtue of a NASDAQ-listed security together with a Phase 3 trial commenced, to
- Eventually pulling PVCT.OB onto the NASDAQ and turbo-charging its trajectory thereafter.
How does this happen? Here are my thoughts:
- Lead investor: Pfizer, at a minimim.
- There could be a co-lead.
- For the round to be successful (to management and existing shareholders) a strategic investor like Pfizer, J&J or another Big Pharma company, who are much less sensitive to valuation and deal parameters (that also impact valuation) than financial investors, is required.
- Other investors: 299 or more other lot holders
- 300 lot holders are required for PVCTP to list on the NASDAQ. That number very likely will include new life sciences, name and other investors as well as existing shareholders.
- Offering amount (of PVCTP): ~$30MM
- $15MM is the minimum amount to list on the NASDAQ.
- An amount closer to $20MM at a minimum fully funds the pivotal MM Phase 3 trial. A higher number like $30MM provides more flexibility to fund other trials, like the HCC expanded Phase 1, the HCC Phase 2/3 trial, the Phase 1 pancreatic cancer trial and the pivotal psoriasis Phase 3 trial, and other pre-clinical and clinical work, etc.
- I doubt the figures rises much beyond $30MM.
- Demand for the offering also will play a role in the amount. If the offering is robustly oversubscribed, management may agree to a higher amount; however, oversubscription also plays a role in the determination of the valuation/per share price, conversion ratio and warrant coverage.
- Valuation: $1B pre-money
- A WAG, using actual and rumored historical datapoints. Maybe higher, or maybe lower.
- Per share price (PVCTP): $1B pre-money
- I think at least $5-6. $4 is the minimum price to list on the NASDAQ. Price obviously is influenced by supply (the amount of money management wants to raise for both operations, cosmetic and valuation reasons) and demand (over or undersubscription).
- Conversion ratio: ?
- I do not have a good handle on this yet, and therefore cannot really speculate.
- 1-to-1 would be nice; that is, each share of preferred stock would convert into one share or common stock. Maybe higher (i.e., each preferred share converts into more than one common share, which is less favorable to existing shareholders), but unlikely to be lower (i.e., more favorable to existing shareholders).
- Warrant coverage: ?
- 40-50% is a datapoint I have been told. That is not bad, but the final figure may be higher (less favorable) or lower (more favorable).
- Rights & Provisions: Customary
- Per the offering prospectus supplement. There may be certain revisions or refinements if the vehicle is used.
An "IPO" is made more effective (better terms for the company, better on-the-day and post-"IPO" share appreciation and buying) the more demand there is for PVCTP. Demand comes from pre- and post-"IPO," PVCTP share price-moving news. If the vehicle is used, the "IPO" could occur during or around the week of October 8th (U.S. equity markets are not closed on Columbus Day), perhaps earlier like the end of the week of October 1st or later like the week of October 15th. Early- to mid-October makes sense because of the news going into and throughout the fourth and last quarter of this calendar year:
- We await the SPA PR in Q3,
- ESMO occurs as September becomes October, and PRs should reflect what is revealed by the company at this conference,
- Craig speaks in early- and late-October about immunology and MOA,
- More Moffitt data will be revealed and released,
- Potentials in dermatology and/or mini-oncology should be consummated in Q4,
- High profile peer review publications are expected, and
- High profile mainstream media coverage is expected.
September 21, 2012
The $PVCT.OB-$PFE Relationship Grows
Yesterday, a joint patent application between Provectus and Pfizer became public. The application was a broad combination therapy patent pharmaceutical and biotechnology companies typically file to cover actual and potentially effective therapy combinations. You may recall I blogged on this topic in January.
The application is strategically important because Bristol Myers already has a broad combination therapy patent for its CTLA4 inhibitor ipilimumab, which competes with tremelimumab, the Pfizer drug of the same mechanism of action.
In October 2011 AstraZeneca subsidiary MedImmune in-licensed treme from Pfizer. MedImmune assumed global development rights, while Pfizer retained rights for certain combination therapies. To put the backdrop of this in-license deal and the growing Provectus-Pfizer relationship in context, there are several events to consider chronologically:
Provectus management -- knowing PV-10 and treme's respective mechanisms of action (as well as ipi's) -- saw the opportunity to link PV-10 to the Pfizer drug. As a result, Provectus locked up Pfizer should it decide to launch a treme combination therapy.
There also has been much discussion about combining PV-10 and ipilimumab. We could learn more about this combination when Moffitt releases more data and results, which is inbound and, perhaps, imminent, and Craig speaks at the Society for Immunotherapy of Cancer Annual Meeting in late-October.
Amgen's T-vec or OncoVex and Vical's Allovectin were among those caught in Provectus' combination therapy net. Imagine being scooped by "4 guys from Knoxville." Significant kudos are due Jaimie Singer on this and the synthesis patent applications, among other things she contributes to Provectus.
So, as far as the relationship ("corporate legal," the name business unit line folks may give to the men and women at a corporation's HQ's legal department, hates the word "partnership") goes, we have:
The application is strategically important because Bristol Myers already has a broad combination therapy patent for its CTLA4 inhibitor ipilimumab, which competes with tremelimumab, the Pfizer drug of the same mechanism of action.
In October 2011 AstraZeneca subsidiary MedImmune in-licensed treme from Pfizer. MedImmune assumed global development rights, while Pfizer retained rights for certain combination therapies. To put the backdrop of this in-license deal and the growing Provectus-Pfizer relationship in context, there are several events to consider chronologically:
- The Australia melanoma conference occurred in November 2010,
- Pfizer sought partners for treme in 2010 and 2011,
- Dr. Eagle joined Provectus' corporate advisory board in August 2011, and
- While the Provectus-Pfizer patent was filed in March 2012, its priority data date was October 3, 2011 (the same date, coincidentally, as the MedImmune PR).
Provectus management -- knowing PV-10 and treme's respective mechanisms of action (as well as ipi's) -- saw the opportunity to link PV-10 to the Pfizer drug. As a result, Provectus locked up Pfizer should it decide to launch a treme combination therapy.
There also has been much discussion about combining PV-10 and ipilimumab. We could learn more about this combination when Moffitt releases more data and results, which is inbound and, perhaps, imminent, and Craig speaks at the Society for Immunotherapy of Cancer Annual Meeting in late-October.
Amgen's T-vec or OncoVex and Vical's Allovectin were among those caught in Provectus' combination therapy net. Imagine being scooped by "4 guys from Knoxville." Significant kudos are due Jaimie Singer on this and the synthesis patent applications, among other things she contributes to Provectus.
So, as far as the relationship ("corporate legal," the name business unit line folks may give to the men and women at a corporation's HQ's legal department, hates the word "partnership") goes, we have:
- A patent application filed in March 2012 and made public in September 2012, but likely worked on as late as Spring or Summer 2011, and possibly earlier (i.e., 1H11)
- An industry-wide respected senior oncology executive (respected for both his technical and commercial acumen) in Pfizer's Dr. Eagle added to Provectus' corporate advisory board in August 2011 (i.e., 3Q11), and
- A rumored $7 per share all cash bid for the company by Pfizer in Fall 2011 (i.e., 2H11).
Anything else? Hmmm...
A quick reminder for folks who might be confused, since all these drugs sound the same: Onyx Pharmaceuticals and Bayer's sorafenib (Nexavar) will be combined with PV-10 for the contemplated HCC Phase 2/3 trial and compared with sorafenib alone. Pfizer's sunitinib (Sutent) failed a late stage liver cancer trial when compared to Nexavar.
September 20, 2012
September 19, 2012
$PVCT.OB At ESMO 2012
Provectus reminded us in a PR today the company will report final efficacy data from the metastatic melanoma Phase 2 trial at ESMO 2012, noting the conference abstract.
Monthly volume, from when I last commented on the topic (on September 14), remains robust (there's that word again) relative to prior months. Today's volume was no exception. Click to enlarge.
It looks like the month-over-month traded volume of the stock (look at, below, Projected Monthly Total Volume, which is divided by 10 so it fits the left-hand Y-axis) still is going to double in September. Click to enlarge. "Monthly Average Volume" (below) means the average daily volume for the days of the month.
It was very clear from today's trading action that at least one investor substantially initiated a position or added to their position in Provectus stock.
From the rumor mill: On the topic of combination therapies, a double digit number of patients have been enrolled in the PV-10 + radiotherapy treatment study being run by in Australia by Foote et al. Prior work indicated, albeit in a very small number of patients, this combination produced spectacular results in very late stage patients with heavy tumor burden. PV-10-induced immunity initially overwhelmed by heavy tumor burden requires a little assistance to reach full potential. Just like in the situation of the immune system fighting infection, antibiotics just give it (the immune system) a little help. Ultimately, innate immunity cures.
Monthly volume, from when I last commented on the topic (on September 14), remains robust (there's that word again) relative to prior months. Today's volume was no exception. Click to enlarge.
It looks like the month-over-month traded volume of the stock (look at, below, Projected Monthly Total Volume, which is divided by 10 so it fits the left-hand Y-axis) still is going to double in September. Click to enlarge. "Monthly Average Volume" (below) means the average daily volume for the days of the month.
It was very clear from today's trading action that at least one investor substantially initiated a position or added to their position in Provectus stock.
From the rumor mill: On the topic of combination therapies, a double digit number of patients have been enrolled in the PV-10 + radiotherapy treatment study being run by in Australia by Foote et al. Prior work indicated, albeit in a very small number of patients, this combination produced spectacular results in very late stage patients with heavy tumor burden. PV-10-induced immunity initially overwhelmed by heavy tumor burden requires a little assistance to reach full potential. Just like in the situation of the immune system fighting infection, antibiotics just give it (the immune system) a little help. Ultimately, innate immunity cures.
September 18, 2012
$PVCT.OB At The Society For Immunotherapy of Cancer Annual Meeting
Per the company's PR this morning, Craig will present nonclinical data on PV-10 at the Society for Immunotherapy of Cancer Annual Meeting on October 26 and 27, 2012 in North Bethesda, Maryland.
I think the presentation could address Provectus' work further elucidating the mechanism of action of the "bystander effect" in mice, expanding this work into other cancers (besides melanoma) and combinational therapies. This immuotherapy-oriented presentation of Craig's of mouse MOA data would follow his similarly themed presentation (but focused on the platform) at MD Becker's 3rd Annual "Cancer Immunotherapy: A Long-Awaited Reality" Conference in New York on October 4.
Craig will present next week at BioX, an investor-oriented conference in Stamford, Connecticut.
September 17, 2012
2nd European Post-Chicago Melanoma Meeting 2012: $PVCT.OB Highlights
Released via Provectus News today: The Meeting Highlights section of the September 2012 edition of Pharmacy and Therapeutics, (Vol. 37, No. 9, pgs. 527-528), covers selected sessions from the 2nd European Post-Chicago Melanoma Meeting 2012, including the session on intralesional PV-10 (reproduced below).
PV-10 is a sterile, non-pyrogenic solution of Rose Bengal disodium (10% RB) for intralesional injection. It has an established safety history in prior diagnostic and ophthalmic use. PV-10 is not metabolized; it has a short circulatory halflife of about 20 minutes. PV-10 is excreted via bile. It accumulates selectively in the lysosomes of cancer cells and elicits autolysis within 30 to 60 minutes.
Dr. Agarwala’s seven-center phase 2 trial in the U.S. and Australia enrolled 80 patients with stage III/IV melanoma. The median age of the patients was 70.0 years, and 61% were men. In this study, which was completed in June 2012, investigators treated up to 10 target lesions and observed one or two untreated bystander lesions. Re-treatment of new or partially responsive lesions was allowed as necessary.
Subjects received from one to four treatments (median, two treatments). The median dose was 1.6 mL, and the median cumulative dose was 3.4 mL. Adverse events were predominantly locoregional and mild to moderate. No grade 4 or 5 events were reported, but there were seven reports of grade 3 injection-site pain.
The objective response rate (defined as complete response + partial response) was 58% in target lesions and 40% in bystander lesions. Locoregional disease control (defined as the addition of stable disease to complete and partial responses) was reported for 80% of the target lesions and for 60% of the bystander lesions. Bystander effects in untreated lesions correlated closely with responses in injected lesions. A systemic response was defined as stasis or regression of distant visceral lesions in several patients.
The new analysis reported by Dr. Agarwala focused on responses of target lesions stratified according to disease stage. Stage III melanoma subjects exhibited consistently robust responses to PV-10. Furthermore, responses were significantly more durable in stage III patients (mean, 9.6+ months) compared with 3.1 months for stage IV melanoma patients (P < 0.001).
Response rates in stage IV patients were adversely affected by greater target tumor burden at baseline and by the progression of non-study lesions that precluded repeated treatment.
Dr. Agarwala noted that the planned phase 3 trial of PV-10 will include about 180 subjects with stage IIIb and IIIc disease.
In an interview, Dr. Sondak noted that locally or regionally advanced tumors without metastatic disease can be a severe problem for patients and for surgeons.
“The logical approach is a localized one,” he said.
However, whereas radiation would be the obvious solution for many cancers, melanoma is notoriously poorly responsive to this treatment. Fortunately, Dr. Sondak said, a number of tools have come along to treat this group of patients; some— like V-TEK (OncovexGM-CSF) and PV-10—create an immune effect.
He said further, “If it’s shown that they are causing local destruction of tumors and are causing T-cell infiltrates, I’m interested in seeing how I can take advantage of that. If phase 3 trials confirm their benefits, adding systemic immunological therapies like ipilimumab and PD-1 with intralesional injection therapies would be an extremely logical combination.”
September 15, 2012
Blog Reader Statement About $PVCT.OB
I am heading home later today. Six days away from my family in hindsight turned out to be 6 days too much; okay, maybe 3 days...
I can be reached via e-mail at i.am.a.pvct.investor@gmail.com. You can reach Pete at pete@pvct.com. He is very good about responding to shareholder e-mails and questions.
I do not publish any reader comments and questions on the blog; however, I post all of them and blog my comments and responses to each of them.
I post information about the conferences at which I discover management is presenting (I e-mail management to confirm their presentation presence post-discovery). Sometimes the event is webcast, like at Rodman & Renshaw. While I may or may not provide the link in advance (I try to do my best), I certainly will provide some post-presentation commentary. The R&R conference was an investor-oriented one, and I think Peter was best suited to present at it. As I wrote, he did a good job. Past presentations at this conference by Tim Scott, one of the company's founders and who is more strategy and R&D-focused, were sometimes average.
Craig is very entertaining and informative, and should be the principal presenting at the upcoming MD Becker Partners 3rd Annual "Cancer Immunotherapy: A Long-Awaited Reality" Conference, which I think will be webcast.
If you can get time with Eric, it is well worth listening to him.
I do not see how to email you, nor do I see any comments posted. I just wanted to tell you that I have been following your blog for about three months and have made a (so far) modest investment in PVCT. I listened to Peter's presentation. I was trying to listen to it when it was given but I could not find out where to do so. I was only able to use the link you gave after the fact. If you know of a link for the next conference in advance, I am interested. Peter was interesting for me, but I think someone more directly involved in the research would be more interesting.Thank you for reading.
I can be reached via e-mail at i.am.a.pvct.investor@gmail.com. You can reach Pete at pete@pvct.com. He is very good about responding to shareholder e-mails and questions.
I do not publish any reader comments and questions on the blog; however, I post all of them and blog my comments and responses to each of them.
I post information about the conferences at which I discover management is presenting (I e-mail management to confirm their presentation presence post-discovery). Sometimes the event is webcast, like at Rodman & Renshaw. While I may or may not provide the link in advance (I try to do my best), I certainly will provide some post-presentation commentary. The R&R conference was an investor-oriented one, and I think Peter was best suited to present at it. As I wrote, he did a good job. Past presentations at this conference by Tim Scott, one of the company's founders and who is more strategy and R&D-focused, were sometimes average.
Craig is very entertaining and informative, and should be the principal presenting at the upcoming MD Becker Partners 3rd Annual "Cancer Immunotherapy: A Long-Awaited Reality" Conference, which I think will be webcast.
If you can get time with Eric, it is well worth listening to him.
September 14, 2012
Blog Reader Statement About $PVCT.OB
As a followup to the blog question just posted, I can't help but wonder, if an SPA and a derm deal, and an onc mini deal are around the corner, why would the this potentially preferred share offering be offered in the first place, if the putative purpose is to get the stock onto the NASDAQ, which only takes a stock price of 2 for 5 days. Also, I had thought there was going to be basically no more dilution, and yet, we're hit with this out of the blue. I'm not sure there's anything either you or management can say at this point to make me feel happier about holding this stock for 6ish years.
It has been a brutal September thus far. The share price has dropped 17% on extremely heavy volume. 8 trading days into an 18-day month, total monthly volume (1.9MM) nearly equal August's (2.2MM) and is on track to double it by month's end (4.3MM).
What to make of this selling? One view, from an investor and shareholder I highly respect, is the selling is technical in nature, meaning it is coming from nervous shareholders concerned the preferred stock filing will dilute their interests, Dr. Adams (speculation, of course, but based on past experience), larger shareholders who are done waiting, and nervous nellies.
Shareholders like yourself need an explanation of the preferred stock filing, the concept, strategy and rationale behind it, and the minimum requirements for listing the PVCTP security on the NASDAQ. Such factual information about this security and the minimum listing requirements should allay some fears, potential misunderstanding and lack of understanding that may exist.
But selling is selling. And as traders and investors, it is stating the obvious it is well within out right to offer shares for sale or hit the bid, begrudgingly or angrily acknowledge losses, and move on. Still, the share price is the result of the decisions, inefficient as they are, of market participants engaged in the buying and [mostly] selling of the stock; essentially, the behaviorally-motivated meeting of supply and demand.
The goal of the blog is not to make you feel happy about holding Provectus stock. I think the SPA is around the corner, and I think there is promising opportunity in potential dermatology and mini-oncology deals, but I do not know when these will occur exactly, or if they will occur (although I highly suspect they will).
The goal is equal parts writing a story, sharing information, creating or fostering a community of those invested financially and emotionally in the stock, blogging history, testing and re-testing and re-re-testing my investment thesis, etc. I could (but I won't) point to more than 10 separate, specific and substantive data points that make me think Pfizer, without any doubt, wants to do a transaction with the company. But, I do not know for sure if they will (although, again, I highly suspect it).
If you think the company and drug's value proposition no longer holds, there is no logical reason to continue to hold shares of the company. The best decision you can make is to acknowledge this failure [in your view, although I am not saying this is your view] and re-invest those monies elsewhere.
From a clinical value proposition, nothing has changed. Referring to Peter Culpepper's slide number 17 from his Rodman & Renshaw presentation this week (which I created and developed for the company at of course no cost to them) remains:
- Very efficacious,
- Very safe,
- Local regional and systemic benefits,
- Multi-indication viability,
- Repeatable, reproducible and veracious results, and
- Further efficacy from combination therapies.
The risk-reward profile remains, in my view, the same (if not even more tilted in the direction of return rather than risk) :
- The potential or probable upside from current share price levels ($0.63 closing price as at September 14) is much more than commensurate downside risk (adjusted for possible future dilutions).
At its most basic, if I am wrong, and the drug only has utility as a local-regional treatment, the stock is worth $3 to $7 per share (i.e., the present value of acquisition payment milestones). If I am right, and the drug is accepted for its systemic benefit, the share price should exceed a present value of at least $15 to $20.
Could the share price go lower? Sure. Could it take longer to monetize the above figures? Sure.
But the downside risk of, perhaps, 10% to 20%, primarily driven by nervous nellie selling, is acceptable in my view given the at least 500% upside return from here (if I am wrong, and the stock maxes out at $3 per share). Our cost basis, while higher than Friday's closing price, has a comparable risk-reward profile (i.e., at least 300% upside return potential).
Could the share price go lower? Sure. Could it take longer to monetize the above figures? Sure.
But the downside risk of, perhaps, 10% to 20%, primarily driven by nervous nellie selling, is acceptable in my view given the at least 500% upside return from here (if I am wrong, and the stock maxes out at $3 per share). Our cost basis, while higher than Friday's closing price, has a comparable risk-reward profile (i.e., at least 300% upside return potential).
The greater point you raise is that this story (with thanks to a regular blog reader and someone who regularly e-mails me with questions and comments about Provectus) is not new. If it were, you, he and I would be rich, beautiful or handsome, and always right.
For traders and investors alike, buying is easy. Too easy. Selling (i.e., closing one's position) -- the why and when -- is much, much harder, and what distinguishes us from everyone else.
Investment management is the profession to which I find myself having devoted the last 15 to 20 years. It is the craft I have endeavored to hone.
Investment management is the profession to which I find myself having devoted the last 15 to 20 years. It is the craft I have endeavored to hone.
When do we sell, and why? Selling occurs because we have captured the upside we expected to materialize, or because our thesis failed. I started my capital markets career in the trader and salesperson intake program for a global Canadian commercial bank. I wanted to be a trader. It was cool, and what I thought I wanted to do. With the benefit of growing older, I now know that investment management is all I ever wanted to do -- all day, every day -- as I recalled sifting through the stock market pages of the local newspaper every morning as a child to see whether "my stocks" had gone up or gone down.
I knew it all: Two degrees from MIT (engineering, public policy), one from The London School of Economics (economics), a Rhodes Scholar nomination, etc. I made money (or succeeded) easily, sometimes with more effort, at every stop in the program: currencies, interest rates, commodities, derivatives, quantitative analysis, retail, corporate, institutional, etc.
When I finished the program and landed in Chicago on the currency derivatives desk (the head of which I had lobbied very hard over many months to accept me as a team member), a proprietary trading desk (both in actuality and for all intensive purposes given the lack of significant customer flow), my knowledge met for the first time (but not the last) its limits. I found myself not being able to short the Canadian dollar. I made money as a junior trader apprenticing the seniors traders of the mark, pound and yen books, or managing the secondary currency books. But I could not consistently make money trading CAD. No way, no how.
When the head of our desk discussed this lack of success was tantamount to, er, inevitable future lack of employment, but more specifically separating love of country from love of currency, betting against the currency as proprietary traders in the currency asset class are wont to do, I found consistent sustainable success. I then knew, at the time, when and why to sell (i.e., much more often than not when and why to close an initiated position).
Following this experience, I left for Wharton to pursue my MBA. It was a very "interesting" time: the Internet, online trading, cell phones, Mary Meeker, Henry Blodget, IPOs, sock puppet spokespeople, bricks and mortar businesses, b-to-b (business-to-business), b-to-c (business-to-consumer), Goldman Sachs, Morgan Stanley, McKinsey, Wilson Sonsini, Kleiner Perkins, Sequoia, eyeballs, valuation in per engineer units, virtualizing any kind of business (like funerals), exchanges, etc. Oh, and I got married to my wife @Wharton.
During the run-up in the NASDAQ and the subsequent run down, I turned a mid six-figure principal amount into a near mid-seven figure number (who didn't, really?) into a low six-figure number (who didn't, really?). On the way up (i.e., buy-sell, buy-sell...), I made money, but a rising tide raises all boats. On the way down, I could not sell. I did not know why, and I certainly did not know when.
I graduated, and began work with a privately held operating company that was responsible for one of the largest Internet-based company IPOs in history at the time. As an aside, through an IPO, two follow-ons and the merger with another company, our portfolio ballooned in size because of this security (together with the appreciation of other public and private securities) to nearly $20B. During my time with this company, I ultimately co-managed investment activities, carrying out deal sourcing, due diligence, structuring, negotiations, transaction execution, portfolio company management, and securities monetization. I led or helped lead investments in more than $100 million in more than 20 companies in communications and enterprise software, healthcare and life sciences, nanotechnology, network infrastructure and security, and wireless software and systems. Overall, our team invested several hundreds of millions of dollars. When the dust settled, we enjoyed a materially positive cumulative return on investment.
From this experience, I began to learn how companies were built, both superbly, well and badly:
When the head of our desk discussed this lack of success was tantamount to, er, inevitable future lack of employment, but more specifically separating love of country from love of currency, betting against the currency as proprietary traders in the currency asset class are wont to do, I found consistent sustainable success. I then knew, at the time, when and why to sell (i.e., much more often than not when and why to close an initiated position).
Following this experience, I left for Wharton to pursue my MBA. It was a very "interesting" time: the Internet, online trading, cell phones, Mary Meeker, Henry Blodget, IPOs, sock puppet spokespeople, bricks and mortar businesses, b-to-b (business-to-business), b-to-c (business-to-consumer), Goldman Sachs, Morgan Stanley, McKinsey, Wilson Sonsini, Kleiner Perkins, Sequoia, eyeballs, valuation in per engineer units, virtualizing any kind of business (like funerals), exchanges, etc. Oh, and I got married to my wife @Wharton.
During the run-up in the NASDAQ and the subsequent run down, I turned a mid six-figure principal amount into a near mid-seven figure number (who didn't, really?) into a low six-figure number (who didn't, really?). On the way up (i.e., buy-sell, buy-sell...), I made money, but a rising tide raises all boats. On the way down, I could not sell. I did not know why, and I certainly did not know when.
I graduated, and began work with a privately held operating company that was responsible for one of the largest Internet-based company IPOs in history at the time. As an aside, through an IPO, two follow-ons and the merger with another company, our portfolio ballooned in size because of this security (together with the appreciation of other public and private securities) to nearly $20B. During my time with this company, I ultimately co-managed investment activities, carrying out deal sourcing, due diligence, structuring, negotiations, transaction execution, portfolio company management, and securities monetization. I led or helped lead investments in more than $100 million in more than 20 companies in communications and enterprise software, healthcare and life sciences, nanotechnology, network infrastructure and security, and wireless software and systems. Overall, our team invested several hundreds of millions of dollars. When the dust settled, we enjoyed a materially positive cumulative return on investment.
From this experience, I began to learn how companies were built, both superbly, well and badly:
- Bottom up, when I focused on functional areas, like research, product development, sales, marketing, finance, etc., and worked with management, like the CEO, CFO, CIO, SVP of fill in the blank, VP, salesperson, engineer, etc.; and
- Top down, as a board member or observer.
Although it can take more time to sell a private company -- private securities are illiquid -- I continued learning when to sell and why: If someone offers you a check, think about (i.e., consider) selling, because (i) you might not get a bigger or any size of check later, (ii) your competition might eventually eat all or most of your lunch and, later, no one might find you interesting enough to buy, (iii) it is a lot of money, and you want it (there is nothing wrong with that), etc. If someone offers you a check, you could turn it down because (i) you are objectively, thoughtfully confident you can get a much bigger check later, (ii) you think you can build a sustainably successful company with more time and you do not want to sell right now (that is okay, too), etc.
I saw "bull" and "bear" markets through the cyclical ups and downs of currencies. Most of the equity portfolio managers of my vintage had never seen a vicious bear market in stocks (unless they were actively aware during the popping of the NASDAQ bubble, and appropriately scarred but still viably functional). The financial crisis of 2008 and 2009 was a seminal moment in my capital markets career. I knew when to sell, and I knew exactly why. We moved almost entirely into cash in late-2007 and early-2008 and waited very, very impatiently until March 2009 before going nearly all-in with the aforementioned cash. I knew when to buy and why.
Here is a great example: I knew Teck Resources, weighed down by an excruciatingly large amount of debt from its acquisition of Fording Canadian Coal Trust. Such debt was held nearly exclusively by Canadian commercial banks. Teck was not going to go bankrupt, and its equity was not going to zero. First, and remember the time and what talking heads were shouting and parroting on CNBC, the world suddenly was not going to stop ALL use of ALL commodities (i.e., the world as we knew it was not going to end). Second, the Canadian commercial banks were not going to be overly punitive to a major Canadian company in their collective backyard.
So, I bought. A lot. I knew when to buy and why. And I made a lot of money. I sold the entire position in late-2009. Did I know when to sell and why?
Well, maybe not so much.
The point here is not to top-tick a particular capital market or a stock's share price. The point is I did well, and I could have done better. Investment management is a craft at which we spend our entire adult lives trying very hard to become better and better. But there also is the point we spend a lot of this time trying to become better and better sellers. At least that is what I am doing with my time.
After leaving my corporate venture capital job, but before going out on my own, I worked for an incredible entrepreneur making opportunistic venture capital and private equity investments from his large capital pool, and managing these investments (sometimes from the ivory tower, sometimes from rolling up my sleeves and reprising my role of facilitating business building). The lessons he taught me I use today and will continue use them until I no longer can. For example, the creation of true wealth is not making a 30% return on investment; rather, it is trying to make 300% or 3,000%.
Show me someone who says he consistently makes 30% or thereabouts day, week or monthly trading a stock or currency or another asset class, and you have just shown me a liar. Show me that someone who has become really wealthy doing that, and I will ask you why are you showing me this person.
Consistently making a lot of money as a trader, investor or fund manager is very, very hard. It is the exception that proves the rule. I am not talking about the management fees one can charge on a pile of OPM (other people's money). I'm talking about making 300% or 3,000% on an investment. If you are a hedge fund manager, you have made your investors and limited partners a lot of money, and 20% of a lot still could be a lot.
Making true wealth requires concentration (of one's time, resources and money), time, perseverance, a little hope and faith, and objectively and critically assessing and re-assessing your investment or business thesis.
Which brings me back to Provectus. This company, if/when I am successful, will be the seminal moment and investment in my investment management career to date. I have concentrated my money (don't tell my wife...). I am looking for a 2,000% return or more (actually, much higher). I certainly have some hope and faith. But mainly I have objectively and critically assessed and re-assessed and re-re-assessed my investment thesis. And I continue to do so.
Is it frustrating to watch what is happening with the stock of late? Absolutely.
When: Is it time to sell? I do not think so.
Why: Has anything changed for the negative in my thesis? No. Several items have changed for positive, and by a lot.
Well, maybe not so much.
The point here is not to top-tick a particular capital market or a stock's share price. The point is I did well, and I could have done better. Investment management is a craft at which we spend our entire adult lives trying very hard to become better and better. But there also is the point we spend a lot of this time trying to become better and better sellers. At least that is what I am doing with my time.
After leaving my corporate venture capital job, but before going out on my own, I worked for an incredible entrepreneur making opportunistic venture capital and private equity investments from his large capital pool, and managing these investments (sometimes from the ivory tower, sometimes from rolling up my sleeves and reprising my role of facilitating business building). The lessons he taught me I use today and will continue use them until I no longer can. For example, the creation of true wealth is not making a 30% return on investment; rather, it is trying to make 300% or 3,000%.
Show me someone who says he consistently makes 30% or thereabouts day, week or monthly trading a stock or currency or another asset class, and you have just shown me a liar. Show me that someone who has become really wealthy doing that, and I will ask you why are you showing me this person.
Consistently making a lot of money as a trader, investor or fund manager is very, very hard. It is the exception that proves the rule. I am not talking about the management fees one can charge on a pile of OPM (other people's money). I'm talking about making 300% or 3,000% on an investment. If you are a hedge fund manager, you have made your investors and limited partners a lot of money, and 20% of a lot still could be a lot.
Making true wealth requires concentration (of one's time, resources and money), time, perseverance, a little hope and faith, and objectively and critically assessing and re-assessing your investment or business thesis.
Which brings me back to Provectus. This company, if/when I am successful, will be the seminal moment and investment in my investment management career to date. I have concentrated my money (don't tell my wife...). I am looking for a 2,000% return or more (actually, much higher). I certainly have some hope and faith. But mainly I have objectively and critically assessed and re-assessed and re-re-assessed my investment thesis. And I continue to do so.
Is it frustrating to watch what is happening with the stock of late? Absolutely.
When: Is it time to sell? I do not think so.
Why: Has anything changed for the negative in my thesis? No. Several items have changed for positive, and by a lot.
Blog Reader Statement About $PVCT.OB
I will have more comments later tonight (my evening in Hong Kong, and your afternoon in Europe or morning in the U.S.) after I return from a reception and dinner at Cafe Deco on The Peak.The price is making me ill. Was the preferred share option a mistep by management? I emailed the company and they seemed to think it would raise the stock price, but this is clearly not true at this point. It's just extraordinarily discouraging after holding the stock for so many years to see it at this point.
A view from The Peak, Hong Kong
The preferred share offering of PVCTP is a vehicle that would be (i) used to bring a name into the shareholder base, either a corporate (like Pfizer or J&J or another Big Pharma company) or financial (like a well-known life sciences fund) investor, (ii) led by said name, either corporate or financial investor and (iii) at acceptable terms to management that would be beneficial or not punitive or overly dilutive to existing shareholders -- all of which would lead to a NASDAQ-listed security.
The preferred stock offering may end up going unused for a variety of reasons, such as the common stock makes its way onto the NASDAQ by itself or potential terms of a PVCTP offering are not acceptable.
September 12, 2012
$PVCT.OB Thoughts From Afar
Peter presented at Rodman & Renshaw's conference on Tuesday. If you have not had the opportunity to listent to it, you should (here). I thought the presentation was informative, and provided helpful confirmation (or "re-utterances") of what is in the works.
Wednesday's trading volume spiked significantly (the sixth consecutive day of >100K shares traded) as the share price continues to bounce around historical lows. Reasons may include Dr. Adams, fear of dilution from a PVCTP, concern of an SPA delay, investors losing patiences, Godzilla invading Tokyo again, etc.
While I think Pete did a good job, the presentation itself provided me no new information. Of course, my baseline for measurement is different than most existing and prospective shareholders.
I still am focused on, among several milestones and items in play, an SPA PR in Q3 until such time as management's guidance on this topic has changed.
Wednesday's trading volume spiked significantly (the sixth consecutive day of >100K shares traded) as the share price continues to bounce around historical lows. Reasons may include Dr. Adams, fear of dilution from a PVCTP, concern of an SPA delay, investors losing patiences, Godzilla invading Tokyo again, etc.
While I think Pete did a good job, the presentation itself provided me no new information. Of course, my baseline for measurement is different than most existing and prospective shareholders.
I still am focused on, among several milestones and items in play, an SPA PR in Q3 until such time as management's guidance on this topic has changed.
September 9, 2012
Not So Random Thoughts About $PVCT.OB
This is how humans are: We question all our beliefs, except for the ones that we really believe in, and those we never think to question. -- Andrew "Ender" Wiggin in Speaker for the Dead by Orson Scott Card
Recent selling: There was speculation again this week Dr. Adams, the large (formerly quite large) Southern California-based shareholder was undergoing more forced selling. It was speculated at the time he also was responsible for selling on July 16 and 17. Having spoken with people who actually spoke with Dr. Adams and his representative about acquiring all of his shares (but were subsequently turned down), I have greater appreciation for history and the current situation. Nevertheless, I am perplexed by the irrationality of the situation, but it is what is.
In the course of Maxim trying to garner indications of interest in (informally flog) the preferred stock offering this week, it is possible but by no means certain that some of this week's volume, such as Friday's, could be attributed to some of those folks receiving such calls. Traders and short-term investors (oxymoron?) are who we think they are. If they think a dilutive fund raising is imminent, it is not an unreasonable action for them to dump or short PVCT shares. Selling may continue next week from either or both of Adams and folks thinking they can get out in front of a preferred stock offering, which, as I wrote in my prior blog post, is not a certainty.
Lack of buying: Dr. Adams' and possible Maxim-induced selling of shares aside, one cannot ignore lack of buying. There are folks on the other sides of all of these trades. But, stating the obvious: if there is more demand than supply -- more buying interest than selling interest -- share prices go up. The opposite, as unfortunately in the case of Provectus, also is true. The share price has drifted downwards about 9% over the last month.
Life sciences investors still appear to be on the sidelines waiting for the SPA and/or more Moffitt data. I probably underestimated the historical level of skepticism PV-10 and management faced (circa 2008-2010) by these investors who really did not believe the drug (i) could do what it was doing loco-regionally and systemically and (ii) would be approved as a systemic agent. The dialog has changed dramatically since Moffitt's initial murine study work was released in March 2012. These same investors acknowledge the seriousness of Provectus' work to finalize the regulatory path and further demonstrate PV-10's systemic effectiveness. Nevertheless, they need to understand the very specific details of the trial design and Moffitt data.
PFE interest: I recently heard from several non-company sources the rumor Provectus rebuffed an overture from Pfizer to buy the company in the second half of last year for $7 per share. I am not certain, but I think this figure was all cash.
Using a fully diluted share number of 145MM (taken from the most recent 10-K, but not adjusted for the strike and exercise price-based share adjustment from option and warrant exercises), $7 per share yields an approximate $1B valuation, which (if indeed broached in the fall of 2011) would have been consistent with two billion dollar deals and their makeup announced earlier in the year and that both others and I used as comparable transactions:
- Amgen's acquisition of BioVex and OncoVex (now talimogene laherparepvec/T-Vec) for $1B ($425MM upfront, $575 in milestone payments) announced in January 2011, and
- Daiichi Sankyo's acquisition of Plexxikon and PLX4032 (now vemurafenib/Zelboraf) for $935MM ($805MM upfront, $130 in milestone payments) announced in February 2011.
There is absolutely no doubt in my mind that Pfizer is interested in a transaction with Provectus. The questions, of course, are "what kind(s)" and "for how much."
Keeping Provectus' options open: The company is entering a dynamic time that, finally, could result in its metamorphosis. While I do hope the SPA PR comes out soon -- please, pretty please, with sugar on top!!! --- it is going to come out. Management's guidance remains Q3 as its base case.
Management will present at several conferences in September and October, including at least two investor conferences (R&R, BioX) and two medical ones (ESMO and MD Becker).
Much more Moffitt data is coming this month and next.
The SPA PR provides complete clarity of the regulatory path. The receipt of the SPA is tantamount to approving PV-10, given the past efficacy performance of the drug. Moffitt data reinforces PV-10's immense systemic benefit, further increasing the scope of the drug's treatment applicability. From here, the company's negotiating leverage -- for a derm deal, a mini-oncology deal, a strategic investment from Pfizer or other Big Pharma company, etc. -- obviously would increase immensely.
I think the recently filed preferred stock facility is an example of Provectus keeping their options open as they progress through September and October.
As always, time will tell. Patience my young Padowan. Really?
Keeping Provectus' options open: The company is entering a dynamic time that, finally, could result in its metamorphosis. While I do hope the SPA PR comes out soon -- please, pretty please, with sugar on top!!! --- it is going to come out. Management's guidance remains Q3 as its base case.
Management will present at several conferences in September and October, including at least two investor conferences (R&R, BioX) and two medical ones (ESMO and MD Becker).
Much more Moffitt data is coming this month and next.
The SPA PR provides complete clarity of the regulatory path. The receipt of the SPA is tantamount to approving PV-10, given the past efficacy performance of the drug. Moffitt data reinforces PV-10's immense systemic benefit, further increasing the scope of the drug's treatment applicability. From here, the company's negotiating leverage -- for a derm deal, a mini-oncology deal, a strategic investment from Pfizer or other Big Pharma company, etc. -- obviously would increase immensely.
I think the recently filed preferred stock facility is an example of Provectus keeping their options open as they progress through September and October.
As always, time will tell. Patience my young Padowan. Really?
Blog Reader Question About $PVCT.OB
The company didn't list "raising money" in the public market in any news release. They said possible dermatology deal or strategic investment. If this preferred is for the latter then why list it? How can we have a listed security if there is only 1 owner. I think you have to have 300 investors for a security to list on the NASDAQ. If that is the case then some of the details of this could be much less important. What are your thoughts?Yes, the preferred stock offering (the "Offering" or PVCTP) must have at least 300 round lot shareholders to list on the NASDAQ, so there will be multiple initial owners of the Offering if and when it is utilized.
The NASDAQ requires an underwriter for a stock exchange listing, like Maxim. Any investment bank could be brought on as a co-underwriter ("co-manager") alongside or a secondary underwriter below Maxim.
I think the Offering facility is important for several reasons, and refer to it as a facility to mean a tool that can be used, as opposed to a live offering.
The PVCTP filing is a preliminary, placeholder document that does not specify the conversion ratio (i.e., the number of shares of common stock into which one share of preferred stock converts) or prospective warrant coverage, which help ascertain the valuation at which the deal will be done and the dilution that would ensue. Management, with feedback from Maxim and based on the interactions with and feedback from corporate and/or financial investors who subscribe to the deal, will set the conversion ratio. Maxim called prospective financial investors about the Offering at least beginning this past Thursday to gauge indications of interest to buy preferred stock.
As I wrote at the outset of this blog post, there is no certainty Provectus ultimately utilizes the Offering. It is an optional strategy. Being on NASDAQ enables much more visibility and awareness of the stock and company, an obvious observation on my part that refers both to PVCT.OB, when it trades on the major stock exchange, and PVCTP.
PVCTP is one of several plays that could be run. Some of these plays could be run standalone, and others in some kind of chronological order:
A. The SPA and/or more Moffitt data may be sufficient to propel the common stock to the NASDAQ. PVCT.OB requires 5 consecutive days above $2 to move to the major stock exchange.
B. The Offering could be used to "up list" the common stock onto the NASDAQ. PVCT.OB would trade higher (i.e., over $2 per share) if PVCTP were sold for $4 per share or higher with a favorable [to the company and existing shareholders] preferred stock conversion ratio. Perhaps the SPA and/or Moffitt PRs were insufficient to move the common stock as high as though, hoped for or needed. Life sciences investors who then would feel comfortable coming off the sidelines could buy a NASDAQ listed security. PVCTP then "drags" PVCT.OB onto the NASDAQ.
C. The Offering could be used to turbo charge the common stock once PVCT.OB trades on the NASDAQ. Management could offer PVCTP after the common stock lists on the NASDAQ. Buyers of the preferred stock likely would include life sciences investors, where the preferred stock conversion ratio probably is more favorable for the company than in B.One of several securities could be sold to a Big Pharma company as part of a strategic equity strategy or program:
- Common stock, likely when PVCT.OB trades on the NASDAQ. Like with J&J's JJDC deal with Genmab, there will be a premium to the then current common stock share price. J&J paid a 30% premium. The transaction price, however, will be anchored ultimately by where the common stock is trading. Duh!: The higher the common stock, the higher the transaction price;
- A non-listed preferred stock security that either exists today or will be constructed; and
- PVCTP. Since 300 round lot holders are required, any use of the Offering for a Big Pharma company or its development corporation also would include financial investors.
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