CUSIP
NO.: 74374N 102
1)
|
NAME
OF REPORTING PERSON
Christopher
Marlett
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[ ]
|
|
|
(b)
[ ]
|
|
|
3)
|
SEC
Use Only
|
4)
|
SOURCE
OF FUNDS
|
PF
|
5)
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
|
6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
United
States
|
NUMBER
OF
SHARES
|
7)
|
SOLE
VOTING POWER
|
2,567,5051
|
BENEFICIALLY
OWNED
BY
|
8)
|
SHARED
VOTING POWER
|
|
EACH
REPORTING
|
9)
|
SOLE
DISPOSITIVE POWER
|
2,567,5051
|
PERSON
WITH
|
10)
|
SHARED
DISPOSITIVE POWER
|
|
11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
2,567,5051
|
12)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]2
|
13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.29%
|
14)
|
TYPE
OF REPORTING PERSON
|
IN
|
(1)
|
Represents
shares over which Mr. Christopher A. Marlett has sole voting and dispostive control held
through MDB Capital Group, LLC, of which he is the Chief Executive Officer and managing
member, and held through the Christopher A. Marlett Living Trust, of which he is the
sole trustee.
|
(2)
|
Does
not account for 70,000 shares subject to market call options as of the date of this Schedule 13D.
|
CUSIP
NO.: 74374N 102
1)
|
NAME
OF REPORTING PERSON
MDB
Capital Group LLC
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[ ]
|
|
|
(b)
[ ]
|
|
|
3)
|
SEC
Use Only
|
4)
|
SOURCE
OF FUNDS
|
WC,
OO
|
5)
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
|
6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
State
of Texas
|
NUMBER
OF
SHARES
|
7)
|
SOLE
VOTING POWER
|
1,287,3531
|
BENEFICIALLY
OWNED
BY
|
8)
|
SHARED
VOTING POWER
|
|
EACH
REPORTING
|
9)
|
SOLE
DISPOSITIVE POWER
|
1,287,3531
|
PERSON
WITH
|
10)
|
SHARED
DISPOSITIVE POWER
|
|
11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
1,287,3531
|
12)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]2
|
13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.64%
|
14)
|
TYPE
OF REPORTING PERSON
|
BD
|
1.
|
Includes
274,289 shares of Common Stock issuable under warrants issued on April 25, 2017, which
expire April 25, 2022, and 764,648 shares of Common Stock issuable under warrants issued
on July 19, 2018, which expire July 14, 2023.
|
2.
|
Does
not account for 20,000 shares subject to market call options as of the date of this Schedule 13D.
|
This
Amendment No. 3 to Schedule 13D (this “Amendment”) amends the Schedule 13D originally filed by MDB Capital Group LLC
with the Securities and Exchange Commission on July 3, 2018, as amended on July 19, 2018, and September 4, 2018 (together as amended,
this “Schedule 13D”). MDB Capital Group LLC and Mr. Christopher A. Marlett, who controls MDB Capital Group LLC, are
the reporting persons (together the “Reporting Persons”) in this Schedule 13D. The purpose of this Amendment is report
that on December 3, 2019, the Reporting Person changed the ownership of some of the previously held shares of the Issuer’s
Common Stock (as those terms are defined below) and otherwise update the Schedule 13D.
ITEM
1.
|
SECURITY
AND ISSUER.
|
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.
|
IDENTITY
AND BACKGROUND.
|
(a)
This Schedule 13D is being filed by the Reporting Persons, Mr. Christopher A. Marlett and MDB Capital Group LLC.
(b)
Both the Reporting Persons’ principal business address is 2425 Cedar Springs Road, Dallas, Texas 75201. The
principal owner and officer of MDB Capital Group LLC is Mr. Marlett, who holds the position of Chief Executive Officer.
(c)
The Reporting Persons are a registered as broker-dealers, with a focus on investments in development stage technology companies.
(d)
During the past five years, the Reporting Persons have not been convicted in a criminal proceeding.
(e)
During the past five years, the Reporting Persons have 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) MDB Capital Group LLC is
a limited liability company, formed under the laws of the State of Texas. Mr. Marlett is an individual with United States citizenship.
ITEM
3.
|
SOURCE
AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
|
The
securities were acquired by the Reporting Persons with personal funds, working capital, services, operating income and corporate
distributions.
ITEM
4.
|
PURPOSE
OF TRANSACTION.
|
The
securities were acquired for investment purposes. The Reporting Persons intend to review its respective 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, market trading volume and patterns,
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.
At
the date of this Schedule 13D, except as set forth in this Schedule 13D, the Reporting Persons do 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.
|
INTERESTS IN SECURITIES
OF THE ISSUER.
|
(a)
As of December 19, 2019, the Reporting Persons beneficially owned an aggregate of 2,567,505 shares of Common Stock. This number
of shares does not account for 70,000 market call options currently outstanding. The holdings are as follows: (A) MDB, a limited
liability company of which Christopher A. Marlett is the Chief Executive Officer and managing member – 248,416 shares of
common stock, a warrant issued April 25, 2017, to purchase up to 274,289 shares, and a warrant issued July 14, 2018, to purchase
up to 764,648 shares; and (B) Christopher A. Marlett Living Trust, a trust for which Christopher A. Marlett is the sole trustee,
- 1,280,152 shares. These shares represent approximately 5.29% of the Issuer’s Common Stock that is issued and outstanding
as of the date of this Schedule 13D. The percentage is based on 47,638,361 shares issued and outstanding of the Issuer. Mr. Marlett
disclaims pecuniary interest in 321,838 shares.
(b)
Mr. Marlett has the sole power to vote and to dispose of 2,567,505 shares of Common Stock of the Issuer.
(c)
Not applicable.
(d)
Not applicable.
(e)
Not applicable.
ITEM
6.
|
CONTRACTS,
ARRANGEMENTS UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
|
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 July 14, 2018, 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.
ITEM
7.
|
MATERIAL
TO BE FILED AS EXHIBITS.
|
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: December 17, 2019
|
MDB
CAPITAL GROUP LLC
|
|
|
|
|
By:
|
/s/
Christopher A. Marlett
|
|
Name:
|
Christopher
A. Marlett
|
|
Title:
|
Authorized
Officer
|
|
CHRISTOPHER
A. MARLETT
|
|
|
|
/s/
Christopher A. Marlett
|
|
Christopher
A. Marlett
|