Amended Quarterly Report (10-q/a)
August 06 2020 - 6:19AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
(Amendment
No. 1)
[X]
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For
the quarterly period ended March 31, 2020
OR
[ ]
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For
the transition period from ______ to ______.
Commission
File Number: 001-38552
PROVENTION
BIO, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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81-5245912
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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P.O.
Box 666, Oldwick, New Jersey
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08858
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(Address
of registrant’s principal executive offices)
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|
(Zip
code)
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(908)
336-0360
(Registrant’s
telephone number, including area code)
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes [X] No [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ]
|
Accelerated
filer [X]
|
Non-accelerated
filer [ ]
|
Smaller
reporting company [X]
|
|
Emerging
growth company [X]
|
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [X]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No
[X]
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
|
|
Trading
Symbol(s)
|
|
Name
of Each Exchanged on Which Registered
|
Common
Stock, $0.0001 par value per share
|
|
PRVB
|
|
The
Nasdaq Global Select Market
|
As
of the close of business on May 4, 2020, 47,744,882 common shares, $0.0001 par value per share, of the registrant were issued
and outstanding.
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 10-Q/A (the “Amendment”) to the Quarterly Report on Form 10-Q of Provention Bio, Inc. (the
“Company”) for the fiscal quarter ended March 31, 2020, originally filed with the Securities and Exchange Commission
(the “SEC”) on May 7, 2020 (the “Original Filing”), is being filed solely to include revised Exhibits
31.1 and 31.2, which replace the previously filed versions of those exhibits, to include certain statements required by Item 601(b)(31)
of Regulation S-K in the introductory portion of paragraph 4, inadvertently omitted by the Company when previously filed. This
Amendment consists solely of the preceding cover page, this explanatory note, the exhibit index, signature page and paragraphs
1, 2, 4 and 5 of each of the revised certifications filed as exhibits to this Amendment. Because no financial statements are included
with this Amendment, paragraph 3 of such certifications has been omitted.
Except
for the foregoing, this Amendment does not alter or update any other information contained in the Original Filing. The Original
Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein
to reflect any events that have occurred as of a date subsequent to the date of the Original Filing. Accordingly, this Amendment
should be read in conjunction with the Original Filing, and the Company’s filings made with the SEC subsequent to the filing
of the Original Filing.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
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PROVENTION
BIO, INC.
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August
6, 2020
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By:
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/s/
Andrew Drechsler
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Andrew
Drechsler
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Chief
Financial Officer
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(Authorized
Officer and Principal Financial Officer)
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