Item
1.01. Entry into a Material Definitive Agreement.
On
September 18, 2019, Provention Bio, Inc., a Delaware corporation (the “Company”), entered into an underwriting
agreement (the “Underwriting Agreement”) with SVB Leerink LLC, as representative of the underwriters named therein
(the “Underwriters”), in connection with the underwritten public offering by the Company (the “Offering”)
of 5,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”), at a public offering price of $8.00 per Share, less underwriting discounts.
In
addition, pursuant to the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days (the
“Option”) to purchase up to an additional 750,000 shares of Common Stock at the public offering price.
The
Shares are being offering by the Company pursuant to the Company’s effective registration statement on Form S-3 (File No.
333-232995) previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”) on
August 8, 2019. A preliminary prospectus supplement relating to the Offering was filed with the SEC on September 18, 2019,
and a final prospectus supplement relating to the Offering was filed with the SEC on September 19, 2019. The closing of
the Offering is expected to occur on September 23, 2019, subject to the satisfaction of customary closing conditions.
Contemporaneously
with the Offering, on September 18, 2019, the Company entered into a subscription agreement (the “Subscription Agreement”)
with Amgen Inc. for the sale by the Company of $20 million of shares of Common Stock, or 2,500,000 shares of Common Stock,
in a private placement (the “Concurrent Private Placement”) at the public offering price per share for the shares
of Common Stock sold in the Offering, pursuant to the terms of that certain License and Collaboration Agreement between the Company
and Amgen Inc, dated as of November 5, 2018 and on file with the SEC.
The
net proceeds to the Company from the Offering and the Concurrent Private Placement, after deducting the Underwriters’ discounts,
fees and expenses and the Company’s estimated Offering expenses, are expected to be approximately $57.1 million,
or approximately $62.7 million if the Underwriters exercise their Option in full. The Company intends to use the net proceeds
from the Offering and the Concurrent Private Placement for general corporate purposes, including funding the advancement of its
product candidates.
Each
of the Underwriting Agreement and the Subscription Agreement contains customary representations and warranties that the parties
made to, and solely for the benefit of, the other in the context of all of the terms and conditions of that agreement and in the
context of the specific relationship between the parties. The Underwriting Agreement also contains customary indemnification obligations
of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities
Act”), other obligations of the parties and termination provisions. The provisions of the Underwriting Agreement and the
Subscription Agreement, including the representations and warranties contained therein, are not for the benefit of any party other
than the parties to such agreements and are not intended as documents for investors and the public to obtain factual information
about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look
to other disclosures contained in the Company’s filings with the SEC.
The
foregoing summaries of the terms of the Underwriting Agreement and the Subscription Agreement are subject to, and qualified in
their entirety by reference to, the Underwriting Agreement and the Subscription Agreement, which are filed as Exhibits 1.1 and
10.1, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.