Item
1.01. Entry into a Material Definitive Agreement.
On
June 17, 2020, Provention Bio, Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement
(the “Underwriting Agreement”) with SVB Leerink LLC and Cantor Fitzgerald & Co., as representatives
of the underwriters named therein (the “Underwriters”), in connection with the underwritten public offering by
the Company (the “Offering”) of 6,600,000 shares (the “Initial Securities”) of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”), at a public offering price of $14.50 per share,
less underwriting discounts.
In
addition, pursuant to the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days (the
“Option”) to purchase up to an additional 990,000 shares (the “Option Securities” and, together with
the Initial Securities, the “Securities”) of Common Stock at the public offering price, less underwriting discounts.
The
Securities are being offered by the Company pursuant to the Company’s effective registration statement on Form S-3
(File No. 333-232995) previously filed with the Securities and Exchange Commission (the “SEC”) on August 2, 2019
and declared effective by the SEC on August 8, 2019 and an additional registration statement on Form S-3 (File No. 333-239246)
filed with the SEC pursuant to Rule 462 under the Securities Act of 1933, as amended (the “Securities Act”),
on June 17, 2020, which was effective immediately upon filing. A preliminary prospectus supplement relating to the Offering was
filed with the SEC on June 17, 2020, and a final prospectus supplement relating to the Offering was filed with the SEC
on June 18, 2020. The closing of the Offering is expected to occur on June 22, 2020, subject to the satisfaction of customary
closing conditions.
The
net proceeds to the Company from the Offering, after deducting the Underwriters’ discounts, fees and expenses and the
Company’s estimated Offering expenses, are expected to be approximately $89.7 million, or approximately $103.2 million
if the Underwriters exercise their Option in full. The Company intends to use the net proceeds from the Offering for general
corporate purposes, including the continued funding of the clinical development, regulatory and manufacturing activities, and
pre-commercial activities for PRV-031, development activities for PRV-015, development activities for PRV-3279 and PRV-101
and which may include the acquisition or in-licensing of other product candidates.
The
Underwriting Agreement contains customary representations and warranties that the parties made to, and solely for the benefit
of, the other in the context of all of the terms and conditions of that agreement and in the context of the specific relationship
between the parties. The Underwriting Agreement also contains customary indemnification obligations of the Company and the Underwriters,
including for liabilities under the Securities Act, other obligations of
the parties and termination provisions. The provisions of the Underwriting Agreement, including the representations and warranties
contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as documents
for investors and the public to obtain factual information about the current state of affairs of the parties to that document
and agreement. Rather, investors and the public should look to other disclosures contained in the Company’s filings with
the SEC.
The
foregoing summary of the terms of the Underwriting Agreement is subject to, and qualified in its entirety by reference to, the
Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated herein by reference.