Current Report Filing (8-k)
May 14 2021 - 3:19PM
Edgar (US Regulatory)
0001695357
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--12-31
0001695357
2021-05-12
2021-05-12
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iso4217:USD
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 12, 2021
PROVENTION
BIO, INC.
Commission
File Number: 001-38552
Delaware
|
|
81-5245912
|
(State
or other jurisdiction
of
incorporation)
|
|
(IRS
Employer
Identification
No.)
|
|
|
|
55
Broad Street, 2nd Floor
Red
Bank, New Jersey
|
|
07701
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(Address
of principal executive offices)
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|
(Zip
Code)
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(908)
336-0360
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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Common
Stock, $0.0001 par value per share
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PRVB
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The
Nasdaq Global Select Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
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. ☐
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
May 12, 2021, Provention Bio, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).
At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate
of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of common stock from 100,000,000
shares to 150,000,000 shares. Subsequent to such approval, the Company filed, on May 13, 2021, with the Delaware Secretary of State a
certificate of amendment to the Certificate of Incorporation (the “Certificate of Amendment”), giving effect to the authorized
share increase. The foregoing summary of the Certificate of Amendment is qualified in its entirety by reference to the full text of the
Certificate of Amendment, which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
As
of the record date for the Annual Meeting, March 15, 2021, there were 63,374,738 shares of common stock outstanding and entitled
to vote at the Annual Meeting. There were 48,955,603 shares of common stock entitled to vote at the Annual Meeting present online
or represented by proxy, which represented 77.25% of the outstanding shares entitled to vote at the Annual Meeting, and which
constituted a quorum for the transaction of business. The
following is a brief description of each proposal voted upon at the Annual Meeting and the final voting results for each proposal.
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1.
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Stockholders
elected each of Ashleigh Palmer, Jeffrey Bluestone, Avery Catlin, Sean Doherty, Wayne Pisano,
Nancy Wysenski and John Jenkins to serve until the next Annual Meeting of Stockholders and
until his or her successor is duly elected and qualified or until his or her earlier death,
resignation or removal.
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The
votes were cast for this matter as follows:
Nominees
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Votes For
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Votes Withheld
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Broker Non-Votes
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Ashleigh Palmer
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26,237,374
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1,573,301
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|
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21,144,928
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|
Jeffrey Bluestone
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27,306,657
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|
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504,018
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|
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21,144,928
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|
Avery Catlin
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27,223,096
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|
|
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587,579
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|
|
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21,144,928
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|
Sean Doherty
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24,131,741
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|
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3,678,934
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21,144,928
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|
Wayne Pisano
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19,618,630
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|
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8,192,045
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21,144,928
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|
Nancy Wysenski
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24,109,246
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3,701,429
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21,144,928
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John Jenkins
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27,262,057
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548,618
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21,144,928
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2.
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Stockholders
approved, on a non-binding advisory basis, the compensation of the Company’s named
executive officers, by the following vote:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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26,478,364
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1,138,224
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194,087
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21,144,928
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|
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3.
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Stockholders
approved, on a non-binding advisory basis, a frequency of 1 year for future non-binding advisory
votes to approve the compensation of the Company’s named executive officers, by the
following vote:
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1 Year
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2 Years
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3 Years
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Abstentions
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Broker Non-Votes
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26,952,367
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202,912
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397,598
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257,798
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21,144,928
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4.
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Stockholders
approved the amendment to the Company’s Certificate of Incorporation to increase the
number of authorized shares of common stock from 100,000,000 to 150,000,000 shares, by the
following vote:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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40,257,589
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8,498,309
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199,705
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0
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5.
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Stockholders
ratified the appointment of EisnerAmper LLP as the Company’s independent registered
public accounting firm for the year ending December 31, 2021, by the following vote:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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48,636,341
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181,795
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137,467
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0
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Item
9.01. Financial Statements and Exhibits.
(d)
The following exhibit is furnished with this report:
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 hereunto duly authorized.
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Provention
Bio, Inc.
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Date:
May 14, 2021
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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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