PRVB Provention Bio Inc

Sales Agreement

On February 26, 2021, Provention Bio, Inc. (the “Company”, “we” or “our”) entered into a sales agreement (the “Sales Agreement”) with SVB Leerink LLC (“SVB Leerink”) and Cantor Fitzgerald & Co. (“Cantor”) under which the Company may offer and sell its common stock having aggregate sales proceeds of up to $150.0 million from time to time through SVB Leerink and Cantor as its sales agents. Sales of the Company’s common stock through SVB Leerink and Cantor, if any, will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including, without limitation, sales made directly on the Nasdaq Global Select Market or any other existing trading market for the Company’s common stock. SVB Leerink and Cantor will use commercially reasonable efforts to sell the Company’s common stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay SVB Leerink and Cantor a commission of 3.0% of the gross sales proceeds of any common stock sold through SVB Leerink and Cantor under the Sales Agreement. The Company has also provided SVB Leerink and Cantor with customary indemnification rights.

The Company is not obligated to make any sales of common stock under the Sales Agreement. The offering of shares of the Company’s common stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all common stock subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. This Current Report on Form 8-K also incorporates by reference the Sales Agreement into the Registration Statement (as defined below).

The common stock is being offered and sold pursuant to the Company’s effective shelf registration statement on Form S-3ASR and an accompanying prospectus (Registration Statement No. 333-252045) (the “Registration Statement”) and a prospectus supplemented dated February 26, 2021, to be filed with the Securities and Exchange Commission.

A copy of the opinion of Ropes & Gray LLP regarding the shares to be sold under the Sales Agreement is attached as Exhibit 5.1 hereto.

The Sales Agreement, dated as of August 2, 2019 (the “2019 Sales Agreement”), by and among the Company, SVB Leerink and Cantor, was terminated effective on February 26, 2021. Pursuant to the terms of the 2019 Sales Agreement, the Company could offer and sell its common stock having aggregate sales proceeds of up to $50.0 million from time to time through SVB Leerink and Cantor as its sales agents. Since August 2, 2019, the Company sold 725,495 shares of common stock pursuant to the 2019 Sales Agreement for aggregate net proceeds of approximately $9.9 million, net of $0.3 million in sales commissions.