Current Report Filing (8-k)
09 January 2020 - 8:31AM
Edgar (US Regulatory)
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): January 7, 2020
PROVENTION
BIO, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-38552
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81-5245912
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification No.)
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P.O.
Box 666, Oldwick, New Jersey 08858
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (908) 336-0360
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 (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 [X]
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. [X]
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchanged on Which Registered
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Common
Stock, $0.0001 par value per share
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PRVB
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The
Nasdaq Global Select Market
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Effective January 7, 2020, the Board of
Directors (the “Board”) of Provention Bio, Inc. (the “Company”) appointed Jason Hoitt, age 42, as Chief
Commercial Officer of the Company.
The Company entered into an employment
agreement with Mr. Hoitt (the “Employment Agreement”) effective January 7, 2020. Compensation under the agreement
includes an annual salary of $425,000, with periodic adjustment as the chief executive officer shall in his discretion deem
appropriate, and an annual incentive bonus target of 40% of annual salary based on the achievement of the Company’s
corporate objectives and Mr. Hoitt’s individual objectives, in each case as established by the chief executive officer
and Mr. Hoitt. The determination of the level of achievement of the corporate objectives and individual objectives shall be
made by the chief executive officer, in his reasonable discretion. The agreement also provided for the grant of stock options
to purchase shares of the Company’s common stock. The agreement may be terminated by the Company without cause or by
Mr. Hoitt for good reason, each as defined in the agreement, in which case, among other things and subject to certain
requirements of the agreement, Mr. Hoitt would be entitled severance in the amount of nine months of base salary, nine months
of COBRA premiums and accelerated vesting for equity awards that would have vested within nine months of the termination date
and the pro rata portion of his annual bonus calculated as though all individual and corporate objectives had been fully
achieved for the fiscal year in which Mr. Hoitt was terminated and any annual bonus that would have been paid to Mr. Hoitt
for any prior fiscal year if Mr. Hoitt had been employed on the date of payment; provided that, in the event of a termination
by the Company without cause or by Mr. Hoitt for good reason within 12 months following a change in control of the Company,
as defined in the agreement, Mr. Hoitt will be entitled severance in the amount of 12 months of base salary, 12 months
of COBRA premiums and accelerated vesting for any equity awards that would have become vested following
the termination date and a lump sum payment on the closing of the change of control of the pro rata portion of his annual
bonus for the year in which the change in control occurs calculated as though all corporate and individual objectives had
been fully achieved upon the change of control and any annual bonus that would have been paid to Mr. Hoitt for any prior
fiscal year if Mr. Hoitt had been employed on the date of payment.
The foregoing summary of Mr. Hoitt’s
employment arrangement is qualified in its entirety by reference to the Employment Agreement which is attached hereto as Exhibit
10.1 to this Current Report, and which is incorporated herein by reference.
On January 8, 2020, the Company issued a press release announcing the matters described
above. The release is attached hereto as Exhibit 99.1 and is incorporated by reference.
Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits.
SIGNATURE
Pursuant
to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
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Provention
Bio, Inc.
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Date:
January 8, 2020
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By:
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/s/
Andrew Drechsler
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Andrew
Drechsler
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Chief
Financial Officer
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