Tender Offer: Reader E-mails

Updated below.

Reference: Current News page item Cheers (January 1, 2016)

Thank you for your e-mails.

In the news item I wrote: "In other words, if you own a non-tradable warrant, you may exercise it for $0.75, and receive a tradable warrant." Implicit in my thinking was that the exercise of the non-tradable warrant would result in the receipt of the underlying common stock. So, the tender offer, if accepted, would appear to me to be: exercise your non-tradable warrant, irrespective of its original exercise price, for the new exercise price of $0.75 and receive (i) a share of common stock resulting from the exercise and (ii) a tradable warrant (with a $0.85 exercise price and an expiration of June 19, 2020).

The tender offer is a fundraising exercise, so to speak. Provectus requires funding at some point. The amount and timing relate to the reality and probability of operational (e.g., clinical trials, regulatory affairs, etc.) and non-operational (e.g., G&A, lawsuits, etc.) items. Regional license transactions and/or co-development deals may or may not materialize and their timings are uncertain (although some are expected and others are hoped for). This edition of Provectus fundraising is one that approaches existing shareholders who own non-tradable warrants with what is tantamount to a version of the June 2015 Maxim Group-led placement/public offering: a $0.75 unit price that entitles the "purchaser" to one share of common stock and one ~4.5-year tradable warrant (i.e., 100% warrant coverage). Management is electing to seek funds now from existing shareholders, rather than later from whomever.

At values around the current levels of stock (PVCT) and tradable warrant (PVCT.WS) prices, and assuming a positive share price outcome (i.e., a higher share price later), the option/door/scenario of (i) holding one's non-tradable warrant (that is, not tendering), (ii) buying one share of common stock and (iii) buying one tradable warrant presents a better return than either doing nothing (not tendering) or tendering for lower original exercise prices.

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At higher original exercise prices the math is different. Tendering is better than constructing the offering (the "unit") in the open market.

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With the bulk (91% as at 12/31/14) of the non-tradable warrants being at those with exercise prices of $1 (77%) and $1.25 (14%), the math would suggest a couple of million warrants should be tendered for a few million dollars or less of gross proceeds. That amount wouldn't move the needle on Provectus' cash balance given its current and potentially future burn rate (here, the idea of "future" is to spend more to advance current and other solid tumor cancer indications).

The tender becomes potentially compelling to varying degrees to the lower exercise price non-tradable warrant holders should the share price rise between now and February 15th.

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Provectus' CTO Dr. Eric Wachter, PhD and CFO/COO Peter Culpepper's intentions to tender a total of ~933K warrants for ~$700K, on top of their recent stock options exercises of a total of ~265K for $260K (cumulatively, ~1.2 million for $960K), make 1Q16 possibly very interesting.

Updated (1/1/16): As a non-tradable warrant holder, which I am not, I would not solely or even mostly approach a tender decision that included determining whether I could and would replicate the unit more cheaply in the open market, as one blog reader who e-mailed me has (and why I presented some analysis above in regards to his line of thinking), or necessarily involve Black-Scholes option pricing, etc. Maybe another way of writing this is the pursuit of accuracy over precision, in this case and in context.

How do I arrive at a decision of whether to tender my non-tradable warrant or just hold onto it? My decision-making process might include the following.

A. First, what do I believe are the prospects of Rose Bengal/PV-10, Provectus and, thus, the share price? Are they positive or negative from here on out? Binary outcomes help keep things simple, and past performance (or lack thereof) matters. There should be a common thread to how most if not all of us undertake an assessment of prospects, with some placing more or less weight on, among other things, say, management's exercising and amount of exercising of stock options and/or participation in the tender offer. There are, of course, other as or more important factors. Is the share price going to much higher (like $5) from here ($0.39 as at 12/31/15) or go to zero, in the extreme? If you felt the latter for whatever basket of lack of business fundamentals, there'd be no reason to tender.

B. Second, what's my non-tradable warrant's original exercise price and time to expiration? I believe the parameter differences influence the decision. On one side there are the $1.00 warrants (~49 million as at 12/31/14) with a current weighted average remaining contractual life of roughly 2.3 years. On the other there are the $3.00 warrants (2 million) with 3.33 years remaining.

• Time: Maybe there's too much difference between approximately an extra year of expiration. The $1.00 warrants extend from 2.3 years to 4.53 years (2.23); the $3.00 warrants extend 1.20 (4.53 - 3.33).

• Exercise price: The $1.00 warrants reduce by $0.15 ($1.00 - $0.85); the $3.00 reduce $2.15.

If I answered from A. that the business fundamentals from here on out were likely to be attractive, is $0.75 worth a $0.15 exercise price reduction and an extra two years or so in expiration? Is it worth it for $2.15 and about a year? My sense (subject to Black-Scholes option pricing) is that $0.75 is more than the worth of either set of increments; that is, you wouldn't tender -- although you'd be more inclined to tender if you held the $3.00 warrant than the $1.00 one because exercise price reduction probably trumps longer expiration.

C. Third, will there be additional information that would encourage or discourage my decision by or before the tender date of February 15th? Given what we know, today, and I agree with a reader/e-mailer, there's probably no good reason to tender. Certain officers and directors' intention to tender, however, can be construed as a positive signal. Both the do nothing/don't tender option and the tender one currently would be out-of-the-money (OTM) -- OTM $1.00 and $3.00 warrants, and underwater $0.75 stock and OTM $0.85 warrant.

Unless a non-tradable warrant holder saw the tender construct turn from OTM to in-the-money by or before February 15th, which should only happen on the basis of additional information, the decision to tender only would be based on an assessment of the business fundamentals from here on out. Wouldn't there have to be news in the next 45 days or so to change this assessment from what it is today? No additional information would mean assessment_January1st = assessment_February15th. Additional information, depending on quantity and quality, might allow for assessment_January1st > assessment_February15th, which should translate into a higher share price, which would make the math of tendering more attractive than the math of doing nothing.