Current Report Filing (8-k)
February 13 2023 - 6:37AM
Edgar (US Regulatory)
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0001695357
2023-02-09
2023-02-09
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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): February 9, 2023
Provention
Bio, Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware |
|
001-38552 |
|
81-5245912 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
55
Broad Street, 2nd Floor
Red
Bank, NJ |
|
07701 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (908) 336-0360
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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(s) |
|
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
3.02 Unregistered Sales of Equity Securities.
As
previously reported in a Current Report on Form 8-K filed on October 6, 2022, on October 4, 2022, Provention Bio, Inc. (the “Company”)
and Aventis Inc., a fully-owned subsidiary of Sanofi (“Sanofi”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) pursuant to which Sanofi agreed to purchase $35 million of the Company’s common stock, par value $0.0001 per
share (the “Common Stock”), at a purchase price per share equal to 140% of the daily volume-weighted average per share price
of the Common Stock for the five consecutive trading days prior to the closing date.
On
February 9, 2023, the Company elected to proceed with the closing, and on February 10, 2023, Sanofi purchased 2,712,497 shares of Common
Stock at a price of $12.9032 per share, for an aggregate purchase price of approximately $35 million.
The
issuance of the Common Stock was made in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Item
7.01 Regulation FD Disclosure.
On
February 13, 2023 the Company issued a press release announcing the closing of Sanofi’s purchase of Common Stock pursuant to the
Purchase Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
The following exhibit is furnished with this report:
SIGNATURES
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.
|
Provention Bio, Inc. |
|
|
|
Dated: February 13, 2023 |
By: |
/s/ Thierry Chauche |
|
|
Thierry Chauche |
|
|
Chief Financial Officer |
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