Amended Current Report Filing (8-k/a)
March 24 2023 - 5:05AM
Edgar (US Regulatory)
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2022-10-04
2022-10-04
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): October 4, 2022
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. ☐
Explanatory
Note
Provention
Bio, Inc. (the “Company”) is filing this Amendment No. 1 to Current Report on Form 8-K/A (this “Amendment”) to
amend the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 6, 2022 (the “Original
Filing”).
As
disclosed in the Original Filing, on October 4, 2022, the Company and Genzyme Corporation, a fully-owned subsidiary of Sanofi S.A. (“Sanofi”)
entered into a Co-Promotion Agreement (the “Sanofi Co-Promotion Agreement”). Simultaneously with their entry into the Sanofi
Co-Promotion Agreement, the Company and Sanofi also entered into a Securities Purchase Agreement (the “Purchase Agreement”).
The
Company is filing this Amendment solely to file the Sanofi-Co Promotion Agreement and the Purchase Agreement as exhibits. Except as expressly
set forth herein, this Amendment does not amend, modify or update the disclosures contained in the Original Filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
|
|
|
10.1
|
|
Co-Promotion Agreement, dated October 4, 2022, between Provention Bio, Inc. and Genzyme Corporation. |
|
|
|
10.2 |
|
Securities Purchase Agreement, dated October 4, 2022, between Provention Bio, Inc. and Aventis Inc. |
|
|
|
99.1 |
|
Press Release issued by Provention Bio, Inc. on October 6, 2022 (incorporated by reference to the Original Filing). |
|
|
|
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
March 24, 2023 |
By: |
/s/
Thierry Chauche |
|
|
Thierry
Chauche |
|
|
Chief
Financial Officer |
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