CUSIP
NO.: 74374N 102
1)
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NAME
OF REPORTING PERSON
MDB
Capital Group LLC
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2)
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
[ ]
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(b)
[ ]
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3)
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SEC
Use Only
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4)
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SOURCE
OF FUNDS
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WC,
OO, PF
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5)
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6)
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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State
of Texas
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NUMBER
OF
SHARES
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7)
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SOLE
VOTING POWER
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1,869,582
1
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BENEFICIALLY
OWNED
BY
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8)
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SHARED
VOTING POWER
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34,921
2
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EACH
REPORTING
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9)
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SOLE
DISPOSITIVE POWER
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1,869,582
1
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PERSON
WITH
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10)
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SHARED
DISPOSITIVE POWER
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34,921
2
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11)
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,904,503
1,2
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12)
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13)
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.06%
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14)
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TYPE
OF REPORTING PERSON
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BD
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1.
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Includes
274,289 shares of Common Stock issuable under warrants issued on April 25, 2017 and exercisable within 60 days. Does not include
1,596,956 shares of Common Stock issuable under warrants issued on July 19, 2018 and not exercisable within 60 days.
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2.
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Includes
34,912 shares held by Christopher A. Marlett Living Trust, a trust beneficially owned by Christopher A. Marlett, the Chief
Executive Officer of the Reporting Person.
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This
Amendment No. 2 to Schedule 13D (this “Amendment”) amends the Schedule 13D originally filed by MDB Capital Group LLC
(the “Reporting Person”) with the Securities and Exchange Commission on July 3, 2018, as amended on July 19, 2018
(as amended, this “Schedule 13D”). The purpose of this Amendment is report that on August 7, 2018, the Reporting Person
became the beneficial owner of more than five percent of the Issuer’s Common Stock (as those terms are defined below).
ITEM
1.
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SECURITY
AND ISSUER.
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The
class of equity securities to which this Schedule 13D relates is shares of common stock, $0.0001 par value (the “Common
Stock”) of Provention Bio, Inc., a Delaware corporation (the “Issuer”). The principal executive office of the
Issuer is P.O. Box 666, Oldwick, NJ 08858.
ITEM
2.
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IDENTITY
AND BACKGROUND.
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(a)
This Schedule 13D is being filed by the Reporting Person.
(b)
The Reporting Person’s principal business address is 2425 Cedar Springs Road,
Dallas,
Texas 75201. The principal officer of the Reporting Person is Christopher Marlett, who holds the position of Chief Executive Officer.
(c)
The Reporting Person is a registered broker-dealer and investment firm, with a focus on development stage technology companies.
(d)
During the past five years, the Reporting Person has not been convicted in a criminal proceeding.
(e)
During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction or as a result of such a proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f)
The Reporting Person is a limited liability company, formed under the laws of the State of Texas.
ITEM
3.
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SOURCE
AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
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The
securities were acquired by the Reporting Person through its working capital, except for a warrant exercisable for 274,289 shares
of Common Stock, which was issued to the Reporting Person as compensation for acting as placement agent in connection with the
Issuer’s April 2017 private placement of preferred stock.
The
securities held by Christopher A. Marlett Living Trust were acquired by Mr. Marlett using his personal funds.
ITEM
4.
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PURPOSE
OF TRANSACTION.
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The
securities were acquired for investment purposes. The Reporting Person intends to review its investment in the Issuer on a continuing
basis and will routinely monitor a wide variety of investment considerations, including, without limitation, current and anticipated
future trading prices for the Common Stock, the Issuer’s financial position, operations, assets, prospects, strategic direction
and business and other developments affecting the Issuer. The Reporting Person may from time to time take such actions with respect
to its investment in the Issuer as it deems appropriate, including, without limitation, (i) acquiring additional shares or disposing
of some or all of its shares of Common Stock (or other securities of the Issuer); (ii) changing its current intentions with respect
to any or all matters referred to in this Item 4; and/or (iii) engaging in hedging, derivative or similar transactions with respect
to any securities of the Issuer. Any acquisition or disposition of the Issuer’s securities may be made by means of open-market
purchases or dispositions, privately negotiated transactions, direct acquisitions from or dispositions to the Issuer.
As
a matter of disclosure, a minority owner of the Reporting Person and an employee of the Reporting Person are both directors and
shareholders of the Issuer, however neither possesses either voting or dispositive power over the shares of Common Stock beneficially
owned by the Reporting Person.
At
the date of this Schedule 13D, except as set forth in this Schedule 13D, the Reporting Person does not have any plans or proposals
which would result in:
(a)
The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b)
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c)
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d)
Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number
or term of directors or fill any existing vacancies on the board;
(e)
Any material change in the present capitalization or dividend policy of the Issuer;
(f)
Any other material change in the Issuer’s business or corporate structure;
(g)
Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition
of control of the Issuer by any;
(h)
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered national securities association;
(i)
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j)
Any action similar to any of those actions enumerated above.
ITEM
5.
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INTERESTS IN SECURITIES
OF THE ISSUER.
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(a)
As of August 31, 2018, the Reporting Person beneficially owned 1,904,503 shares of the Issuer’s Common Stock (not including
1,596,956 shares of Common Stock issuable under warrants not exercisable within 60 days but including 34,912 shares of Common
Stock held by Christopher A. Marlett Living Trust, a trust beneficially owned by Christopher A. Marlett, the Chief Executive Officer
of the Reporting Person), representing approximately 5.06% of the shares of the Issuer’s Common Stock issued and outstanding
as of such date. The percentage is based on 37,625,851 shares issued and outstanding of the Issuer.
(b)
The Reporting Person has the sole power to vote and to dispose of 1,869,582 shares of Common Stock and the shared power to vote,
or to direct the vote, or to dispose, or direct the disposition, of 34,912 shares of Common Stock. The Reporting Person disclaims
beneficial ownership of the 34,912 shares of Common Stock over which it has the shared power to vote, or to direct the vote, or
to dispose, or direct the disposition, except to the extent of its pecuniary interest therein.
(c)
Below are the transactions of shares of Common Stock by the Reporting Person and/or Christopher A. Marlett Living Trust, a trust
beneficially owned by Christopher A. Marlett, the Chief Executive Officer of the Reporting Person, that were effected since the
most recent filing on Schedule 13D:
Date
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Transaction
Type*
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Number of shares
of Common Stock
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Purchase
Price/Share
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Purchaser
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7/24/2018
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Acquisition
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15,000
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$
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6.17
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Reporting Person
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7/25/2018
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Acquisition
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15,000
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$
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4.50
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Reporting Person
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7/31/2018
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Acquisition
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45,224
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$
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4.00
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Reporting Person
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8/1/2018
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Acquisition
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5,000
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$
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4.00
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Reporting Person
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8/2/2018
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Acquisition
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30,535
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$
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4.01
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Reporting Person
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8/3/2018
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Acquisition
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27,257
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$
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4.00
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Reporting Person
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8/3/2018
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Acquisition
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30,730
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$
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4.00
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Christopher A. Marlett Living Trust
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8/6/2018
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Acquisition
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65,000
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$
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3.96
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Reporting Person
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8/6/2018
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Acquisition
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4,172
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$
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3.50
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Christopher A. Marlett Living Trust
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8/7/2018
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Acquisition
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1,277
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$
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3.50
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Reporting Person
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8/7/2018
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Acquisition
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19
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$
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3.50
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Christopher A. Marlett Living Trust
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8/8/2018
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Acquisition
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20,000
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$
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3.45
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Reporting Person
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*
The Reporting Person and Christopher A. Marlett Living Trust purchased the shares listed above on the open market.
(d)
Not applicable
(e)
Not applicable
ITEM
6.
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CONTRACTS,
ARRANGEMENTS UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
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See
the description of the Form of Warrant dated April 25, 2017, issued to MDB Capital Group LLC, filed as Exhibit 4.3 to the Issuer’s
Registration Statement on Form S-1 (Registration No. 333-224801), as filed with the Securities and Exchange Commission on May
9, 2018, which is incorporated herein by reference.
See
the description of the Form of Warrant dated __________, issued to MDB Capital Group LLC, filed as Exhibit 4.2 to the Issuer’s
Registration Statement on Form S-1/A (Registration No. 333-224801), as filed with the Securities and Exchange Commission on June
12, 2018, which is incorporated herein by reference. The warrant was issued to the Reporting Person on July 19, 2018.
ITEM
7.
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MATERIAL
TO BE FILED AS EXHIBITS.
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None.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated
as of: September 4, 2018
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MDB
CAPITAL GROUP LLC
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By:
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/s/
Christopher Marlett
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Name:
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Christopher
Marlett
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Title:
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Authorized
Officer
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