As
filed with the Securities and Exchange Commission on January 12, 2021
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
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
Number)
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55
Broad Street
Red
Bank, New Jersey 07701
(908)
336-0360
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Ashleigh
Palmer
Chief
Executive Officer
Provention
Bio, Inc.
55
Broad Street
Red
Bank, New Jersey 07701
(908)
336-0360
(Name
and address, including zip code, and telephone number, including area code, of agent for service of process for registrant)
With
copies to:
Christopher
Comeau
Thomas
J. Danielski
Ropes
& Gray LLP
800
Boylston Street
Boston,
Massachusetts 02199
(617)
951-7000
Approximate
date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective
If
the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
If
any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. ☒
If
this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☐
If
this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If
this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
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
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☒
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Accelerated
filer
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Non-accelerated
filer
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Smaller
reporting company
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☐
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Emerging
Growth Company
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☐
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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 7(a)(2)(B) of the Securities Act.
☐
CALCULATION
OF REGISTRATION FEE
Title
of each class of
securities
to be registered
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Amount
to
be
registered(1)
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Proposed
maximum
offering
price
per
unit(1)
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Proposed
maximum
aggregate
offering
price(1)
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Amount
of
registration
fee(2)
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Common Stock, par value $0.0001
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Preferred Stock,
par value $0.0001
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Debt Securities
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Warrants
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Units
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Total
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—
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—
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—
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(1)
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The
registrant is registering hereby an unspecified principal amount or number and offering price of securities of each identified
class as may be offered, from time to time, hereunder, along with an indeterminate principal amount or number of securities
that may be issued upon exercise, settlement, exchange or conversion of securities offered or sold hereunder. Separate consideration
may or may not be received for securities that are issued upon conversion, exercise or exchange of other securities.
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(2)
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In
accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment
of all registration fees and will pay the registration fees subsequently in advance or on a “pay-as-you-go” basis.
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PROSPECTUS
PROVENTION
BIO, INC.
Common
Stock, Preferred Stock, Debt Securities, Warrants and Units
Provention
Bio, Inc. or certain selling securityholders may, from time to time offer, in one or more classes or series, separately or together,
and in amounts, at prices and on terms to be set forth in one or more supplements to this prospectus, common stock, preferred
stock, debt securities, which may be senior debt securities or subordinated debt securities, warrants to purchase common stock,
preferred stock or debt securities, or any combination of the foregoing, either individually or as units comprised of two or more
other securities.
We
refer to the common stock, preferred stock, debt securities, warrants and units registered hereunder collectively as the “securities”
in this prospectus. We will offer our securities in amounts, at prices and on terms determined at the time of the offering of
any such security.
The
prospectus provides a general description of the securities we or any selling securityholder may offer. The specific terms of
each series or class of the securities will be set forth in the applicable prospectus supplement and will include, as applicable:
(i) in the case of common stock, any public offering price; (ii) in the case of preferred stock, the specific title and any dividend,
liquidation, redemption, conversion, voting and other rights and any public offering price; (iii) in the case of debt securities,
the specific terms of such debt securities; (iv) in the case of warrants, the duration, offering price, exercise price and detachability
of such warrants; and (v) in the case of units, the constituent securities comprising the units, the offering price and detachability
of such units.
We
may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus
supplement and any related free writing prospectus may add, update or change information contained in this prospectus. You should
carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as the documents
incorporated by reference before you invest in any of our securities. This prospectus may not be used to sell securities unless
accompanied by a prospectus supplement.
Our
common stock is listed on The Nasdaq Global Select Market under the symbol “PRVB.” There is currently no market for
the other securities we may offer. Each prospectus supplement will indicate if the securities offered thereby will be listed on
any securities exchange.
Investing
in our securities involves a high degree of risk. Please carefully read the information under the heading “Risk Factors”
beginning on page 3 of this prospectus, as well as the risk factors appearing in any prospectus supplement, any related
free writing prospectus and/or any other future filings we make with the Securities and Exchange Commission that are incorporated
by reference into this prospectus before you invest in our securities.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
We
may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on
a continuous or delayed basis. In addition, certain selling securityholders may offer and sell our securities from time to time.
We will provide specific information about any selling securityholders in one or more supplements to this prospectus. If any underwriters,
dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission
or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the
applicable prospectus supplement. See the sections entitled “Plan of Distribution” and “About This Prospectus”
for more information. The price to the public of those securities and the net proceeds we or any selling securityholders expect
to receive from that sale will also be set forth in a prospectus supplement. No securities may be sold without delivery of this
prospectus and the applicable prospectus supplement describing the method and terms of the offering of such series of securities.
The
date of this prospectus is January 12, 2021.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of an “automatic shelf” registration statement on Form S-3 that we filed with the Securities and
Exchange Commission, or the SEC, as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act
of 1933, as amended, or the Securities Act. Under this shelf process, we or any selling securityholder may, from time to time,
offer or sell an indeterminate amount of any combination of the securities described in this prospectus in one or more offerings.
This
prospectus provides you with a general description of the securities offered by us or any selling securityholder. Each time we
or any selling securityholder sell securities, we will provide a prospectus supplement that will contain specific information
about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain
material information about the terms of that offering. The prospectus supplement and any related free writing prospectus that
we may authorize to be provided to you may also add to, update or change information contained in the prospectus or in any documents
that we have incorporated by reference into this prospectus, and, accordingly, to the extent inconsistent, information in this
prospectus is superseded by the information in the prospectus supplement or the related free writing prospectus.
You
should only rely on the information contained or incorporated by reference in this prospectus and any prospectus supplement or
any related free writing prospectus. We have not authorized any other person to provide you with different information. We take
no responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. You should
read the entire prospectus and any prospectus supplement and any related issuer free writing prospectus, as well as the documents
incorporated by reference into this prospectus or any prospectus supplement, before making an investment decision. The prospectus
and the accompanying prospectus supplement, if any, do not constitute an offer to sell or the solicitation of an offer to buy
any securities other than the registered securities to which they relate, nor do this prospectus and any accompanying prospectus
supplement constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to
whom it is unlawful to make such offer or solicitation in such jurisdiction. You should assume that the information in this prospectus
or any prospectus supplement is accurate only as of the date on the front of the document and that any information we have incorporated
by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of
this prospectus, any related prospectus supplement or any sale of a security. We do not imply or represent by delivering this
prospectus that Provention Bio, Inc., or its business, financial condition or results of operations, are unchanged after the date
on the front of this prospectus or that the information in this prospectus is correct as any time after such date.
In
this prospectus, unless the context otherwise requires, “Provention Bio”, the “Company”, “we”,
“us”, “our” and similar names refer to Provention Bio, Inc.
THE
COMPANY
Our
Business
We
are a clinical stage biopharmaceutical company, focused on the development and commercialization of novel therapeutics and innovative
approaches aimed at intercepting and preventing immune-mediated diseases. Since our inception, we have devoted substantially all
of our efforts to business planning, research and development, pre-commercial activities, recruiting management and technical
staff, acquiring operating assets, partnering and raising capital. Our business is subject to significant risks and uncertainties,
and we will be dependent on raising substantial additional capital before we become profitable and we may never achieve
profitability.
We
preferentially source, reposition, transform and advance underdeveloped or deprioritized clinical-stage, or nearly clinical-stage,
therapeutic candidates targeting the interception and prevention of immune-mediated disease. Our “predict” and “preempt”
therapeutic development approach focuses on identifying at-risk individuals and intervening before the targeted disease begins,
re-appears, exacerbates or progresses. We believe our experience and expertise in translational medicine, immunology, and the
design and execution of rapid go/no-go clinical trials makes us unique in the field of immune-mediated disease.
We
have access to relevant in-licensing opportunities from industry-leading pharmaceutical companies; innovative, development-stage
biotechnology companies; and world-renowned academic centers. We have obtained exclusive worldwide rights to two product candidates
from MacroGenics, Inc., the acquisition of a Phase 3 clinical-stage candidate for the interception, delay or prevention of type
1 diabetes (T1D) and the in-license of a Phase 1 candidate for the potential treatment of systemic lupus erythematosus (SLE).
We also in-licensed an enterovirus vaccine platform, targeting the prevention of Coxsackie Virus B (CVB) infections and the onset
of T1D and celiac disease, from Vactech Ltd., a Finnish biotechnology company. We in-licensed a Phase 2 clinical-stage candidate
from Amgen, Inc. targeting celiac disease. Lastly, we in-licensed a Phase 2 clinical-stage candidate from an affiliated entity
of Janssen Pharmaceuticals, Inc., which is a small molecule targeting an upstream pathological mechanism and believed to drive
Crohn’s disease.
Corporate
Information
We
are a Delaware corporation formed on October 4, 2016. Our principal executive offices are located at 55 Broad Street, Red Bank,
New Jersey 07701 and our telephone number is (908) 336-0360. We maintain an Internet website at www.proventionbio.com. We have
not incorporated the information on our website by reference into this prospectus, and you should not consider it to be a part
of this prospectus.
RISK
FACTORS
An
investment in any of the securities offered pursuant to this prospectus involves risks. You should carefully consider the risk
factors incorporated by reference to our most recent Annual Report on Form 10-K, our subsequent Quarterly Reports on Form 10-Q
and any Current Reports on Form 8-K we file after the date of this prospectus, together with any amendments or supplements thereto
and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under
the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the risk factors and other information contained in
any applicable prospectus supplement or free writing prospectus, before acquiring any of such securities. The occurrence of any
of these risks might cause you to lose all or part of your investment in the offered securities. Please also refer to the section
below titled “Forward-Looking Statements.” Additional risks not known to us or that we believe are immaterial may
also significantly impair our business operations and could result in a loss of all or part of your investment in the offered
securities.
FORWARD-LOOKING
STATEMENTS
This
prospectus, any prospectus supplement and any information incorporated by reference into this prospectus or such prospectus supplement
may contain certain “forward-looking statements.” You can generally identify these forward-looking statements by forward-looking
words such as “believe,” “anticipate,” “expect,” “intend,” “plan,”
“will,” “may,” “estimate,” “could,” “continue,” “ongoing,”
“predict,” “potential,” “likely,” “seek” and other similar expressions, as well
as variations or negatives of these words. You can also identify forward-looking statements by the fact that they do not relate
strictly to historical or current facts. Such forward-looking statements are based on current expectations and involve inherent
risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes to
differ materially from current expectations. These statements are likely to relate to, among other things, the timing, progress
and success of our ongoing and planned clinical trials, the expected timing of regulatory review of our product candidates and
our ability to finance contemplated development activities and fund operations for a specified period of time.
Forward-looking
statements are not guarantees of future performance and our actual results could differ materially from the results discussed
in the forward-looking statements we make. In particular, you should consider the numerous risks described in the risk factors
incorporated by reference to our most recent Annual Report on Form 10-K, our subsequent Quarterly Reports on Form 10-Q and any
Current Reports on Form 8-K we file after the date of this prospectus, together with any amendments or supplements thereto, as
updated by our subsequent filings under the Exchange Act, and the risk factors contained in any applicable prospectus supplement
or free writing prospectus. See “Where You Can Find More Information.”
As
a result of these and other factors, we may not actually achieve the plans, intentions or expectations disclosed in our forward-looking
statements, and you should not place undue reliance on our forward-looking statements. The forward-looking statements contained
in this prospectus reflect our views as of the date hereof. We do not assume any obligation to update any forward-looking statements,
whether as a result of new information, future events or otherwise, except as required by law.
USE
OF PROCEEDS
Except
as described in any applicable prospectus supplement or in any free writing prospectus we authorize for use in connection with
a specific offering, we currently intend to use the net proceeds from the sale of the securities offered by us hereunder, if any,
for working capital, capital expenditures and other general corporate purposes.
The
specific allocations of the proceeds we receive from the sale of our securities and any material amounts of other funds necessary
to accomplish the specified purposes for which the proceeds are to be obtained will be described in the applicable prospectus
supplement.
If
a prospectus supplement includes an offering of securities by selling securityholders, we will not receive any proceeds from such
sales.
GENERAL
DESCRIPTION OF SECURITIES WE MAY SELL
We
or any selling securityholder may offer shares of our common stock and preferred stock, various series of senior and subordinated
debt securities and warrants to purchase any of such securities, either individually or in units, from time to time under this
prospectus, together with any applicable prospectus supplement and related free writing prospectus, in amounts, at prices and
on terms to be determined by market conditions at the time of offering. Each time we or any selling securityholder offer securities
under this prospectus, we will provide offerees with a prospectus supplement that will describe the specific amounts, prices and
other important terms of the securities being offered, including, to the extent applicable:
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designation
or classification;
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aggregate
principal amount or aggregate offering price;
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maturity,
if applicable;
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original
issue discount, if any;
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rates
and times of payment of interest or dividends, if any;
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conversion
or exchange prices or rates, if any, and if applicable, any provisions for changes to or adjustments in the conversion or
exchange prices or rates and in the securities or other property receivable upon conversion or exchange;
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ranking;
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restrictive
covenants, if any;
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voting
or other rights, if any; and
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important
United States federal income tax considerations.
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The
prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update
or change information contained in this prospectus or in documents we have incorporated by reference. However, no prospectus supplement
or free writing prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness
of the registration statement of which this prospectus is a part.
We
or any selling securityholder may sell the securities to or through underwriters, dealers or agents or directly to purchasers
or as otherwise set forth below under “Plan of Distribution.” We, as well as any agents acting on our behalf, reserve
the sole right to accept and to reject in whole or in part any proposed purchase of securities. Each prospectus supplement will
set forth the names of any underwriters, dealers, agents or other entities involved in the sale of securities described in that
prospectus supplement and any applicable fee, commission or discount arrangements with them, details regarding any option to purchase
additional securities granted to them, and net proceeds to us.
DESCRIPTION
OF CAPITAL STOCK
General
The
following is a summary of the material rights of our capital stock and related provisions of our certificate of incorporation
and bylaws. The following description of our capital stock does not purport to be complete and is subject to, and qualified in
its entirety by, our second amended and restated certificate of incorporation, or our certificate of incorporation, and our amended
and restated bylaws, or our bylaws, both of which are included as exhibits to the registration statement of which this prospectus
is a part.
Our
authorized capital stock consists of 125,000,000 shares, each with a par value of $0.0001 per share, including 100,000,000 shares
of common stock and 25,000,000 shares of preferred stock.
As
of November 2, 2020, we had 56,487,891 shares of common stock and no shares of preferred stock outstanding.
Common
Stock
Voting
Rights. Each share of common stock has one vote per share on all matters submitted to a vote of stockholders. We have not
provided for cumulative voting for the election of directors in our certificate of incorporation. Because our bylaws provide for
plurality voting for the election of directors, a director may be elected even if less than a majority of the votes cast are in
favor of such election.
Dividends.
Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of common stock will
be entitled to share equally, on a per share basis, in any dividends that our board of directors may determine to issue from time
to time.
Liquidation
Rights. Upon our liquidation, dissolution, distribution of assets or winding-up, the holders of common stock will be entitled
to share equally, on a per share basis, all assets remaining after the payment of any debts and other liabilities and the liquidation
preferences on any outstanding shares of preferred stock.
Conversion.
Our common stock is not convertible into any other shares of our capital stock.
Transfer
Agent and Registrar. The transfer agent and registrar for our common stock is Broadridge Corporate Issuers Solutions, Inc.
Its address is 51 Mercedes Way, Edgewood, New York 11717.
Nasdaq
Global Select Market. Our common stock is listed for quotation on The Nasdaq Global Select Market under the symbol “PRVB.”
Preferred
Stock
Terms
of any series of preferred stock will be described in the prospectus supplement relating to that series of preferred stock and
in any related free writing prospectus that we may authorize to be distributed to purchasers. The terms of any series of preferred
stock may differ from the terms described below.
Our
board of directors has the authority, without approval by our stockholders, to issue up to a total of 25,000,000 shares of preferred
stock, all of which are undesignated, in one or more series.
General
Terms. Our board of directors may establish the number of shares to be included in each such series and may fix the designations,
preferences, powers and other rights of the shares of a series of preferred stock. Our board of directors can authorize the issuance
of preferred stock with voting or conversion rights that could dilute the voting power or rights of the holders of our common
stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate
purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of Provention Bio
and might harm the market price of our common stock. Our board of directors will make the determination to issue such shares based
on its judgment as to our best interests and the best interests of our stockholders.
If
we offer a specific class or series of preferred stock under this prospectus, we will describe the terms of the preferred stock
in the prospectus supplement for such offering and will file a copy of the certificate of designation establishing the terms of
the preferred stock with the SEC. To the extent required, the description will include:
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the
title and stated value;
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the
number of shares offered, the liquidation preference per share and the purchase price;
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the
dividend rate(s), period(s) and/or payment date(s), or method(s) of calculation for such dividends;
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whether
dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;
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the
procedures for any auction and remarketing, if any;
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the
provisions for a sinking fund, if any;
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the
provisions for redemption, if applicable;
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any
listing of the preferred stock on any securities exchange or market;
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whether
the preferred stock will be convertible into our common stock, and, if applicable, the conversion price (or how it will be
calculated) and conversion period;
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whether
the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price (or how it will be calculated)
and exchange period;
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voting
rights, if any, of the preferred stock;
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a
discussion of any material U.S. federal income tax considerations applicable to the preferred stock;
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the
relative ranking and preferences of the preferred stock as to dividend rights and rights upon liquidation, dissolution or
winding up of the affairs of the Company; and
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any
material limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the series
of preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of the Company.
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The
preferred stock offered by this prospectus, when issued, will not have, or be subject to, any preemptive or similar rights.
Anti-Takeover
Effects of our Certificate of Incorporation and Bylaws and Delaware Law
Certain
provisions of Delaware law, our certificate of incorporation and our bylaws could have the effect of delaying, deferring or discouraging
another party from acquiring control of us. These provisions, which are summarized below, encourage persons seeking to acquire
control of us to first negotiate with our board of directors and the holders of our capital stock.
Undesignated
Preferred Stock
The
ability to authorize undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting
or other rights or preferences that could impede the success of any attempt to acquire us. These and other provisions may have
the effect of deferring hostile takeovers or delaying changes in control or management of our company.
Stockholder
Action; Special Meeting of Stockholders
Our
certificate of incorporation and bylaws provide that stockholders may act by written consent. However, stockholders pursuing an
action by written consent will be required to comply with certain notice and record date requirements that are set forth in our
bylaws and the Delaware General Corporation Law. A special meeting of stockholders may be called by the chairperson of our board
of directors, the chief executive officer, the president (in the absence of the chief executive officer) or the board of directors
at any time and for any purpose or purposes as shall be stated in the notice of the meeting. A special meeting of stockholders
may also be called at the request of the holders of record of at least 20% of our outstanding shares of common stock. This provision
may prevent stockholders from calling a special meeting because, unless certain significant stockholders were to join with them,
they might not obtain the percentage necessary to request the meeting. Therefore, stockholders holding less than 20% of our outstanding
shares of common stock, without the assistance of management, may be unable to propose a vote on any transaction, which may delay,
defer or prevent a change of control.
Requirements
for Advance Notification of Stockholder Nominations and Proposals
Our
bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election
as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors.
In addition, our bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures
are not followed. These provisions may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect
the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.
Super-Majority
Voting
The
Delaware General Corporation Law provides generally that the affirmative vote of a majority of the shares entitled to vote on
any matter is required to amend a corporation’s certificate of incorporation or bylaws, unless a corporation’s certificate
of incorporation or bylaws, as the case may be, requires a greater percentage. Our bylaws may be amended or repealed by a majority
vote of our board of directors or the affirmative vote of the holders of at least 66 2/3% of the total voting power of outstanding
voting securities. In addition, the affirmative vote of the holders of at least 66 2/3% of the voting power of the outstanding
shares of the capital stock entitled to vote thereon is required to amend, repeal or to adopt any provisions of our certificate
of incorporation that are inconsistent with, among others, the provisions relating to the general powers of our board of directors,
the number and election of directors, the filling of vacancies on our board of directors, the ability of our board of directors
to adopt, amend or repeal our bylaws, the ability to call special stockholder meetings, director liability and director and officer
indemnification.
Board
of Directors
Our
certificate of incorporation authorizes our board of directors to, by a resolution of the majority of our board of directors,
fix the number of directors from time to time and to appoint new directors to fill any vacancies. The limitations on the ability
of our stockholders to remove directors, change the authorized number of directors and fill vacancies could make it more difficult
for a third party to acquire, or discourage a third party from seeking to acquire, control of our company.
Exclusive
Forum
Our
certificate of incorporation requires, unless we consent in writing to the selection of an alternative forum, that the Court of
Chancery in the State of Delaware will be the sole and exclusive forum for any stockholder to bring (i) any derivative action
or proceeding brought on our behalf, (ii) any action asserting a claim of breach of fiduciary duty owed by any of our directors,
officers or other employees to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers
or employees arising pursuant to any provision of the Delaware General Corporation Law or our certificate of incorporation or
bylaws or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs
doctrine, except for, as to each of (i) through (iv) above, any claim as to which the Court of Chancery determines that there
is an indispensable party not subject to the jurisdiction of the Court of Chancery, which is vested in the exclusive jurisdiction
of a court or forum other than the Court of Chancery or for which the Court of Chancery does not have subject matter jurisdiction.
Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types
of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers.
Delaware
Law
We
are subject to Section 203 of the Delaware General Corporation Law. This statute regulating corporate takeovers prohibits a Delaware
corporation from engaging in any business combination with any interested stockholder for three years following the date that
the stockholder became an interested stockholder, unless:
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prior
to the date of the transaction, the board of directors of the corporation approved either the business combination or the
transaction which resulted in the stockholder becoming an interested stockholder;
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upon
completion of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding
for purposes of determining the number of shares outstanding (a) shares owned by persons who are directors and also officers,
and (b) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially
whether shares held subject to the plan will be tendered in a tender or exchange offer; or
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on
or subsequent to the date of the transaction, the business combination is approved by the board of directors and authorized
at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of
the outstanding voting stock which is not owned by the interested stockholder.
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Generally,
a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested
stockholder. An interested stockholder is any person who, together with such person’s affiliates and associates (i) owns
15% or more of a corporation’s voting securities or (ii) is an affiliate or associate of a corporation and was the owner
of 15% or more of the corporation’s voting securities at any time within the three-year period immediately preceding a business
combination of the corporation governed by Section 203. We expect the existence of this provision to have an anti-takeover effect
with respect to transactions our board of directors does not approve in advance. We also anticipate that Section 203 may discourage
takeover attempts that might result in a premium over the market price for the shares of common stock held by our stockholders.
DESCRIPTION
OF DEBT SECURITIES
The
applicable prospectus supplement will describe the terms and features of any debt securities which we may issue, in one or more
series, as either senior or subordinated debt or as senior or subordinated convertible debt. The following description and any
description of debt securities in the applicable prospectus supplement may not be complete and is subject to, and is qualified
in its entirety by reference to, the indenture relating to such debt securities that we will file with the SEC in connection with
a public offering of debt securities.
We
will issue the debt securities offered by this prospectus and any accompanying prospectus supplement under an indenture to be
entered into between us and the trustee identified in the applicable prospectus supplement. The terms of the debt securities will
include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as
in effect on the date of the indenture. The indenture will be subject to and governed by the terms of the Trust Indenture Act
of 1939. Unless otherwise specified in the applicable prospectus supplement, the debt securities will represent direct, unsecured
obligations of the Company and will rank equally with all of our other unsecured indebtedness.
We
urge you to read the applicable prospectus supplement, indenture and any free writing prospectus that we may authorize to be provided
to you.
DESCRIPTION
OF WARRANTS
We
may issue warrants for the purchase of shares of our common stock or preferred stock or of debt securities. We may issue warrants
independently or together with other securities, and the warrants may be attached to or separate from any offered securities.
Each series of warrants will be issued under a separate warrant agreement to be entered into between us and the investors or a
warrant agent. Our board of directors or a committee designated by the board will determine the terms of the warrants. This prospectus
contains only general terms and provisions of the warrants. The following summary of material provisions of the warrants and warrant
agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant
certificate applicable to a particular series of warrants. The terms of any warrants offered under a prospectus supplement may
differ from the terms described below. We urge you to read the applicable prospectus supplement and any related free writing prospectus,
as well as the complete warrant agreements and warrant certificates that contain the terms of the warrants. Specific warrant agreements
will contain additional important terms and provisions and we will file as an exhibit to the registration statement of which this
prospectus is a part, or will incorporate by reference from another report that we file with the SEC, the form of each warrant
agreement relating to warrants offered under this prospectus.
The
particular terms of any issue of warrants will be described in the prospectus supplement relating to the issue. Those terms may
include:
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the
number of shares of common stock or preferred stock purchasable upon the exercise of warrants to purchase such shares and
the price at which such number of shares may be purchased upon such exercise;
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the
designation, stated value and terms (including, without limitation, liquidation, dividend, conversion and voting rights) of
the series of preferred stock purchasable upon exercise of warrants to purchase preferred stock;
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the
principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the warrants,
which may be payable in cash, securities or other property;
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the
date on which the right to exercise the warrants will commence and the date on which the right will expire;
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United
States federal income tax consequences applicable to the warrants; and
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any
additional terms of the warrants, including terms, procedures, and limitations relating to the exchange, exercise and settlement
of the warrants.
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DESCRIPTION
OF UNITS
We
may issue units consisting of our common stock or preferred stock, debt securities and/or warrants to purchase any of these securities
in one or more series. We may evidence each series of units by unit certificates that we will issue under a separate agreement.
We may enter into unit agreements with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate
the name and address of the unit agent in the applicable prospectus supplement relating to a particular series of units.
The
following description, together with the additional information included in any applicable prospectus supplement, summarizes the
general features of the units that we may offer under this prospectus. You should read any prospectus supplement and any free
writing prospectus that we may authorize to be provided to you related to the series of units being offered, as well as the complete
unit agreements that contain the terms of the units. Specific unit agreements will contain additional important terms and provisions
and we will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference
from another report that we file with the SEC, the form of each unit agreement relating to units offered under this prospectus.
If
we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including,
without limitation, the following, as applicable:
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the
title of the series of units;
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identification
and description of the separate constituent securities comprising the units;
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the
price or prices at which the units will be issued;
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the
date, if any, on and after which the constituent securities comprising the units will be separately transferable;
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a
discussion of certain United States federal income tax considerations applicable to the units; and
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any
other terms of the units and their constituent securities.
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SELLING
SECURITYHOLDERS
Information
about selling securityholders, if any, will be set forth in the applicable prospectus supplement.
PLAN
OF DISTRIBUTION
We
and any selling securityholders may sell the securities offered through this prospectus (i) to or through underwriters or dealers,
(ii) directly to purchasers, including our affiliates, (iii) through agents, or (iv) through a combination of any these methods.
If
underwriters or dealers are used in the sale, the securities will be acquired by the underwriters or dealers for their own account
and may be resold from time to time in one or more transactions, including:
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in
one or more transactions at a fixed price or prices, which may be changed from time to time;
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in
“at-the-market offerings,” within the meaning of Rule 415(a)(4) of the Securities Act to or through a market maker
or into an existing trading market, on an exchange or otherwise;
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through
a market maker or into an existing trading market on an exchange or otherwise;
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at
prices related to those prevailing market prices; or
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at
negotiated prices.
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The
applicable prospectus supplement will include the following information to the extent applicable:
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the
terms of the offering;
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the
names of any underwriters, dealers or agents;
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the
name or names of any managing underwriter or underwriters;
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the
purchase price of the securities;
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the
net proceeds from the sale of the securities;
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any
delayed delivery arrangements;
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any
underwriting discounts, commissions or agency fees and other items constituting underwriters’ compensation;
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any
initial public offering price;
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any
discounts or concessions allowed or reallowed or paid to dealers; and
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any
commissions paid to agents.
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Sale
Through Underwriters or Dealers
If
underwriters are used in the sale, the underwriters will acquire the securities for their own account, including through underwriting,
purchase, security lending or repurchase agreements with us. The underwriters may resell the securities from time to time in one
or more transactions, including negotiated transactions. Underwriters may sell the securities in order to facilitate transactions
in any of our other securities (described in this prospectus or otherwise), including other public or private transactions and
short sales. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more
managing underwriters or directly by one or more firms acting as underwriters. Unless otherwise indicated in the prospectus supplement,
the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will
be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time
any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.
If
dealers are used in the sale of securities offered through this prospectus, we will sell the securities to them as principals.
They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. The prospectus
supplement will include the names of the dealers and the terms of the transaction.
Direct
Sales and Sales Through Agents
We
may sell the securities offered through this prospectus directly. In this case, no underwriters or agents would be involved. Such
securities may also be sold through agents designated from time to time. The prospectus supplement will name any agent involved
in the offer or sale of the offered securities and will describe any commissions payable to the agent. Unless otherwise indicated
in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its
appointment.
We
may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning
of the Securities Act with respect to any sale of those securities. The terms of any such sales will be described in the prospectus
supplement.
At-the-Market
Offerings
To
the extent that we make sales through one or more underwriters or agents in at-the-market offerings, we will do so pursuant to
the terms of a sales agency financing agreement or other at-the-market offering arrangement between us, on one hand, and the underwriters
or agents, on the other. If we engage in at-the-market sales pursuant to any such agreement, we will issue and sell our securities
through one or more underwriters or agents, which may act on an agency basis or a principal basis. During the term of any such
agreement, we may sell securities on a daily basis in exchange transactions or otherwise as we agree with the underwriters or
agents. Any such agreement will provide that any securities sold will be sold at prices related to the then prevailing market
prices for our securities. Pursuant to the terms of the agreement, we may agree to sell, and the relevant underwriters or agents
may agree to solicit offers to purchase blocks of our common stock or other securities. The terms of any such agreement will be
described in the prospectus supplement.
Delayed
Delivery Contracts
If
the prospectus supplement indicates, we may authorize agents, underwriters or dealers to solicit offers from certain types of
institutions to purchase securities at the public offering price under delayed delivery contracts. These contracts would provide
for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described
in the prospectus supplement. The applicable prospectus supplement will describe the commission payable for solicitation of those
contracts.
Settlement
Under
Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless
the parties to any such trade expressly agree otherwise. The applicable prospectus supplement may provide that the original issue
date for the applicable securities may be more than two scheduled business days after the trade date for the securities. Accordingly,
in such a case, if a purchaser of securities wishes to trade securities on any date prior to the second business day before the
original issue date for the securities, they will be required, by virtue of the fact that the securities initially are expected
to settle more than two scheduled business days after the trade date for the securities, to make alternative settlement arrangements
to prevent a failed settlement.
General
Information
Agents,
underwriters, and dealers may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities,
including liabilities under the Securities Act. Our agents, underwriters, and dealers, or their affiliates, may be customers of,
engage in transactions with or perform services for us, in the ordinary course of business.
LEGAL
MATTERS
Ropes & Gray LLP will provide us with an opinion as to certain legal matters in connection with the securities being offered hereby.
Additional legal matters may be passed on for us, or any underwriters, dealers or agents, by counsel that we will name in the
applicable prospectus supplement.
EXPERTS
The
balance sheets of Provention Bio, Inc. as of December 31, 2019 and 2018, and the related statements of operations, stockholders’
equity (deficit) and cash flows for each of the years in the three-year period ended December 31, 2019, have been audited by EisnerAmper
LLP, independent registered public accounting firm, as stated in their report which is incorporated herein by reference. Such
financial statements have been incorporated herein by reference in reliance on the report of such firm given upon their authority
as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and other reports, proxy statements and other information with the SEC. Our SEC filings are available to
the public over the Internet at the SEC’s website at http://www.sec.gov. Our Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, and Current Reports on Form 8-K, including any amendments to those reports, and other information that we file with
or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge on our website
at http://www.proventionbio.com under the “Investors—SEC Filings” caption. These filings will be available as
soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information contained
on our website is not part of this prospectus.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information
to you by referring you to another document that we have filed separately with the SEC. You should read the information incorporated
by reference because it is an important part of this prospectus. We incorporate by reference the following information or documents
that we have filed with the SEC:
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our
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on March 12, 2020, as amended
by Amendment No. 1 to our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2019, as filed with the SEC
on April 8, 2020, as further amended by Amendment No. 2 to our Annual Report on Form 10-K/A for the fiscal year ended December
31, 2019, as filed with the SEC on August 6, 2020;
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our
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, as filed with the SEC on May 7, 2020, as amended
by Amendment No. 1 to our Quarterly Report on Form 10-Q/A for the quarterly period ended March 31, 2020, as filed with the
SEC on August 6, 2020;
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our
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, as filed with the SEC on August 6, 2020;
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our
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, as filed with the SEC on November 5, 2020;
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our
Current Reports on Form 8-K, as filed with the SEC on January 8, 2020, May 20, 2020, June 11, 2020, June 15, 2020, June 18,
2020, June 30, 2020, July 16, 2020, August 11, 2020 and October 30, 2020 (except, with respect to each of the foregoing, for
portions of such reports which were deemed to be furnished and not filed); and
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the
description of our common stock contained in our Registration Statement on Form 8-A (File No. 001-38552), as filed with the
SEC on June 22, 2018, including any amendments or reports filed for the purpose of updating such description, including Exhibit
4.4 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
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All
reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering of securities described in the applicable prospectus supplement, but excluding any information furnished
to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this
prospectus from the date of the filing of such reports and documents.
Any
statement contained in any document incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this prospectus to the extent that a statement contained in this prospectus or any prospectus supplement modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this prospectus.
We
will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon written
or oral request, a copy of any or all documents that are incorporated by reference into this prospectus, but not delivered with
the prospectus, other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the
documents that this prospectus incorporates. You should direct written requests to: Provention Bio, Inc., 55 Broad Street, Red
Bank, New Jersey 07701 or you may call us at (908) 336-0360.
PROVENTION
BIO, INC.
Common
Stock
Preferred
Stock
Debt
Securities
Warrants
Units
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The
following table sets forth the various costs and expenses (other than the underwriting discounts and commissions) payable by the
registrant in connection with the issuance and distribution of securities registered hereby. All amounts are estimates.
SEC registration fee
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$
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(1
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FINRA fee
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225,500
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Transfer agent’s and trustee’s fees and expenses
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(2
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Printing costs
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(2
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Legal fees and expenses
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(2
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Accounting fees and expenses
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(2
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Miscellaneous expenses
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(2
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Total
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(2
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)
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(1)
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The
registrant is registering an indeterminate amount of securities under this Registration Statement and in reliance upon Rules
456(b) and 457(r) of the Securities Act, the registrant is deferring payment of all of the registration fee.
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(2)
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These
fees are calculated based on the number of issuances and the amount of securities offered and accordingly cannot be estimated
at this time. The applicable prospectus supplement will set forth the estimated aggregate amount of expenses payable in respect
of any offering of securities.
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Item 15. Indemnification of Directors and Officers.
The
registrant’s Second Amended and Restated Certificate of Incorporation contains a provision that eliminates, to the maximum
extent permitted by the General Corporation Law of the State of Delaware, the personal liability of directors for monetary damages
for breach of their fiduciary duties as a director or otherwise. The registrant’s Amended and Restated Bylaws provide that
the registrant shall indemnify its directors and officers to the fullest extent permitted by the General Corporation Law of the
State of Delaware.
Section
145 of the General Corporation Law of the State of Delaware provides that a corporation may indemnify any person made a party
to an action, suit or proceeding by reason of the fact that he or she was a director, officer, employee or agent of the corporation
or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person
acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation
and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful,
except that, in the case of an action by or in right of the corporation, no indemnification may generally be made in respect of
any claim as to which such person is adjudged to be liable to the corporation.
The
registrant has entered into and intends to continue to enter into indemnification agreements with its directors and officers,
in addition to the indemnification provided for in the registrant’s Amended and Restated Bylaws. Pursuant to the indemnification
agreements with the registrant’s directors and officers, the registrant has agreed to indemnify such directors and officers
to the fullest extent permitted by law, including indemnification against expenses and liabilities incurred in legal proceedings
to which the director or officer was, or is threatened to be made, a party arising out of or relating to such director’s
or officer’s status as the registrant’s director, officer, employee or agent, provided that such director or officer
acted in good faith and in a manner that the director or officer reasonably believed to be in, or not opposed to, the best interests
of the registrant.
The
registrant maintains insurance on behalf of any person who is or was a director or officer of the registrant against any loss
arising from any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions.
Item 16. Exhibits.
(a)
Exhibits. The following exhibits are filed herewith or incorporated herein by reference:
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To
be filed by amendment or as an exhibit to a report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended, and incorporated herein by reference.
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**
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To
be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as applicable.
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Item 17. Undertakings.
The
undersigned registrant hereby undertakes:
1.
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in this registration statement
or any material change to such information in this registration statement;
provided,
however, that paragraphs (l)(i), (l)(ii) and (l)(iii) of this section do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.
2.
That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3.
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
4.
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(l)(i), (vii) or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
5.
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser,
if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
6.
That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
7.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the forgoing provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of such issue.
8.
To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310
of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Trust Indenture Act.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of Red Bank, State of New Jersey, on January 12, 2021.
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Provention
Bio, Inc.
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By:
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/s/
Ashleigh Palmer
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Ashleigh
Palmer
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Chief
Executive Officer
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POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Ashleigh Palmer, Andrew Drechsler and Heidy King-Jones, and each
of them acting individually, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents,
or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities indicated and on the dates indicated.
Signature
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Title
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Date
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/s/
Ashleigh Palmer
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Chief
Executive Officer and Director
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January 12, 2021
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Ashleigh
Palmer
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(Principal
Executive Officer)
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/s/
Andrew Drechsler
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Chief
Financial Officer
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January 12, 2021
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Andrew
Drechsler
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(Principal
Financial and Accounting Officer)
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/s/
Jeffrey Bluestone, PhD
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Director
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January 12, 2021
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Jeffrey
Bluestone, PhD
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/s/
Avery Catlin
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Director
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January
12, 2021
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Avery
Catlin
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/s/
Sean Doherty
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Director
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January 12, 2021
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Sean
Doherty
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/s/
John Jenkins, MD
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Director
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January 12, 2021
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John
Jenkins, MD
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/s/
Wayne Pisano
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Director
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January
12, 2021
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Wayne
Pisano
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/s/
Nancy Wysenski
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Director
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January 12, 2021
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Nancy
Wysenski
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