Current Report Filing (8-k)
December 06 2022 - 3:02PM
Edgar (US Regulatory)
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2022-11-30
2022-11-30
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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): November 30, 2022
PROVENTION
BIO, INC.
Commission
File Number: 001-38552
Delaware |
|
81-5245912 |
(State
or other jurisdiction |
|
(IRS
Employer |
of
incorporation) |
|
Identification
No.) |
|
|
|
55
Broad Street, 2nd Floor |
|
|
Red
Bank, New Jersey |
|
07701 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(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) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
Common
Stock, $0.0001 par value per share |
|
PRVB |
|
The
Nasdaq Global Select Market |
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
8.01. Other Events.
On
November 30, 2022, Provention Bio, Inc. (the “Company”) and MacroGenics, Inc. (“MacroGenics”) entered into Amendment
No. 1 (the “Amendment”) to the Asset Purchase Agreement, dated May 7, 2018. Pursuant to Amendment, the $60.0 million milestone
payment related to the achievement of U.S. Food and Drug Administration approved TZIELDTM (teplizumab-mzwv) to delay the onset
of Stage 3 type 1 diabetes (“T1D”) in adult and pediatric patients aged 8 years and older with Stage 2 T1D were revised to
require the amount to be paid in four equal installments rather than within 90 days of approval. Under the Amendment, the Company is
required to pay MacroGenics $15.0 million on each of November 30, 2022, March 1, 2023, June 1, 2023 and September 1, 2023.
The
foregoing is a summary description of certain terms of the Amendment and is not complete and is qualified in its entirety by reference
to the text of the Amendment, which will be filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December
31, 2022.
Item
9.01 Financial Statements and Exhibits.
(d)
The following exhibit is furnished with this report:
Exhibit
No. |
|
Description |
|
|
|
104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL) |
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.
Date: December 6,
2022 |
|
|
|
|
Provention
Bio, Inc. |
|
|
|
|
By: |
/s/
Thierry Chauche |
|
|
Thierry
Chauche |
|
|
Chief
Financial Officer |
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