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): July 15, 2020

 

 

 

PROVENTION BIO, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-38552   81-5245912

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

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):

 

[  ] 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))

 

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   Trading Symbol(s)   Name of Each Exchanged on Which Registered
Common Stock, $0.0001 par value per share   PRVB   The Nasdaq Global Select Market

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On July 15, 2020, Provention Bio, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The matters voted on at the Annual Meeting were: (1) the election of directors and (2) the ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2020. The final voting results were as follows:

 

1. The election of each of Ashleigh Palmer, Jeffrey Bluestone, Avery Catlin, Sean Doherty, Wayne Pisano and Nancy Wysenski as directors to hold office for a term of one year, until his or her successor is duly elected and qualified or he or she is otherwise unable to complete his or her term.

 

The votes were cast for this matter as follows:

 

Nominees   Votes For     Votes Withheld     Broker Non-Votes  
Ashleigh Palmer     12,824,016       47,339       21,283,510  
Jeffrey Bluestone     12,831,738       39,617       21,283,510  
Avery Catlin     12,830,812       40,543       21,283,510  
Sean Doherty     12,831,737       39,618       21,283,510  
Wayne Pisano     11,888,326       983,029       21,283,510  
Nancy Wysenski     12,796,529       74,826       21,283,510  

 

2. The proposal to ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2020 was approved based upon the following votes:

 

Votes For     Votes Against     Abstentions     Broker Non-Votes  
  33,962,216       171,996       20,653       0  

 

 

 

 

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.

 

  Provention Bio, Inc.
     
Date: July 16, 2020 By: /s/ Andrew Drechsler
    Andrew Drechsler
    Chief Financial Officer

 

 

 

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