RED
BANK, N.J., July 7, 2022
/PRNewswire/ -- Provention Bio, Inc. (Nasdaq: PRVB) (the
"Company"), a biopharmaceutical company dedicated to intercepting
and preventing immune-mediated diseases, today announced it has
entered into a securities purchase agreement with institutional
investors for the private placement of approximately $60 million of shares of its common stock and
warrants to acquire 13,318,535 additional shares of its common
stock (the "Warrants") (collectively, the "Securities"). The
Warrants will be exercisable immediately upon issuance, in whole or
in part, at an exercise price of $6.00 per share and will have a five-year term.
The Company anticipates aggregate gross proceeds from the offering
will be approximately $60 million,
before deducting fees to the placement agent and other estimated
offering expenses payable by the Company, based on the offering
price of $4.505 for each share of the
Company's common stock plus one Warrant. The Company expects to use
net proceeds from the private placement to fund expenses in
preparation for the potential launch of teplizumab, to advance its
clinical development candidates, as well as for working capital and
other general corporate purposes. The transaction is expected to
close on or about July 13, 2022,
subject to the satisfaction of customary closing conditions. The
private placement investors include Sessa Capital and Armistice
Capital Master Fund Ltd.
Jefferies acted as sole placement agent on the transaction.
The Securities to be sold in the private placement have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act"), or any state or other applicable jurisdiction's
securities laws, and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state or other jurisdiction's
securities laws. The Company has agreed to file a registration
statement with the U.S. Securities and Exchange Commission (the
"SEC") registering the resale of the Securities issued in the
private placement.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these Securities, nor shall there
be any offer, solicitation or sale of these Securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of such state. Any offering of the Securities under
the resale registration will only be made by means of a
prospectus.
About Provention Bio, Inc.:
Provention Bio, Inc.
(Nasdaq: PRVB) is a biopharmaceutical company focused on advancing
the development of investigational therapies that may intercept and
prevent debilitating and life-threatening immune-mediated disease.
The Company's pipeline includes clinical-stage product candidates
that have demonstrated in pre-clinical or clinical studies
proof-of-mechanism and/or proof-of-concept in autoimmune diseases,
including type 1 diabetes, celiac disease and lupus.
Forward-Looking Statements:
Certain statements in
this press release are forward-looking, including but not limited
to, statements regarding the expected timing for the closing of the
private placement and the expected use of proceeds from the private
placement. These statements may be identified by the use of
forward-looking words such as "expect" and "anticipates," among
others. These forward-looking statements are based on the Company's
current expectations and actual results could differ materially.
There are a number of factors that could cause actual events to
differ materially from those indicated by such forward-looking
statements. These factors include, but are not limited to, risks
related to the Food & Drug Administration (the "FDA")
disagreeing with the Company's interpretation of data, analysis or
information in the Biologics License Application (the "BLA")
resubmission; delays in or failure to obtain the FDA approvals for
teplizumab or other Company product candidates and the potential
for noncompliance with the FDA regulations; risks related to the
FDA's extension of its review period by three months for the BLA
for teplizumab; any inability to successfully work with the FDA to
find a satisfactory solution to address its concerns in a timely
manner or at all during the review process for teplizumab,
including any inability to provide the FDA with data, analysis or
other information sufficient to support an approval of the BLA for
teplizumab; any inability to, in the BLA resubmission or otherwise,
satisfactorily address matters cited in the FDA's complete response
letter including relating to pharmacokinetic comparability, product
quality, the safety update required by the FDA or any other FDA
requirements for an approval of teplizumab; the potential impacts
of COVID-19 on the Company's business and financial results;
changes in law, regulations, or interpretations and enforcement of
regulatory guidance; uncertainties of patent protection and
litigation; the Company's dependence upon third parties;
substantial competition; the Company's need for additional
financing and the risks listed under "Risk Factors" in the
Company's Annual Report of Form 10-K for the year ended
December 31, 2021, the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 and other filings the Company
makes with the SEC. Because forward-looking statements are
inherently subject to risks and uncertainties, some of which cannot
be predicted or quantified and some of which are beyond the
Company's control, you should not rely on these forward-looking
statements as predictions of future events. As with any
pharmaceutical under development, there are significant risks in
the development, regulatory approval and commercialization of new
products. The Company does not undertake an obligation to update or
revise any forward-looking statement, whether as a result of new
information, future developments or otherwise, except as may be
required by applicable law. The information set forth herein speaks
only as of the date hereof.
Investor Contact:
Robert
Doody, VP of Investor Relations
rdoody@proventionbio.com
484-639-7235
Media Contact:
Kaelan
Hollon, VP, Corporate Communications
khollon@proventionbio.com
212-421-4921
View original content to download
multimedia:https://www.prnewswire.com/news-releases/provention-bio-announces-60-million-private-placement-301582742.html
SOURCE Provention Bio, Inc.