Current Report Filing (8-k)
11 August 2020 - 9:25PM
Edgar (US Regulatory)
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0001695357
2020-08-09
2020-08-10
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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): August 10, 2020
PROVENTION
BIO, INC.
Commission
File Number: 001-38552
Delaware
|
|
81-5245912
|
(State
or other jurisdiction
of
incorporation)
|
|
(IRS
Employer
Identification
No.)
|
|
|
|
P.O.
Box 666
Oldwick,
New Jersey
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|
08858
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(Address
of principal executive offices)
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(Zip
Code)
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(908)
336-0360
(Registrant’s
telephone number, including area code)
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:
☐
|
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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange 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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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
|
☒
|
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.
Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On
August 10, 2020, the Board of Directors of Provention Bio, Inc. (the “Company”) elected John K. Jenkins, M.D. as a
member of the Company’s Board of Directors, effective August 10, 2020.
Dr.
Jenkins has served as Principal, Drug and Biological Products at Greenleaf Health, a strategic, U.S. Food and Drug Administration
(“FDA”)-focused regulatory consulting firm helping companies developing new drugs and seeking FDA approval, since
February 2017. He has also served as a member of the board of directors of Corbus Pharmaceuticals (NASDAQ: CRBP) since 2018. Previously,
Dr. Jenkins worked in various positions of increasing responsibility at the FDA from May 1992 until his retirement in January
2017. Dr. Jenkins began his FDA career in 1992, where he was a medical officer in the Division of Oncology and Pulmonary Drug
Products. He subsequently served as Pulmonary Medical Group Leader and Acting Division Director before being appointed as Director
of the Division of Pulmonary Drug Products in 1995. He became the Director of the Office of Drug Evaluation II in 1999 and remained
in that position until he was appointed Director of the Office of New Drugs in 2002. Prior to joining the FDA, Dr. Jenkins served
as an Assistant Professor of Pulmonary and Critical Care Medicine at VCU/MCV, and as a Staff Physician at the Hunter Holmes McGuire
VA Medical Center in Richmond, Virginia. Dr. Jenkins is board certified in internal medicine and pulmonary diseases by the American
Board of Internal Medicine. He received his medical degree from the University of Tennessee, Memphis and completed his post-graduate
medical training in internal medicine, pulmonary diseases, and critical care medicine at Virginia Commonwealth University/Medical
College of Virginia in Richmond. Dr. Jenkins was selected as a director due to his medical knowledge and strategic regulatory
expertise.
In
connection with his service on the Board of Directors, Dr. Jenkins will receive compensation pursuant to the Company’s non-employee
director compensation policy as described in Amendment No. 1 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2019. In addition, Dr. Jenkins received an initial option grant to purchase 128,981 shares of the Company’s
common stock upon commencement of his service as a director.
Dr.
Jenkins and the Company will enter into an indemnification agreement on the same terms as the Company has previously entered into
with its other directors, a form of which has been previously filed as Exhibit 10.2 to the Company’s Annual Report on Form
10-K for the year ended December 31, 2019.
Item
7.01
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Regulation
FD Disclosure.
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On
August 11, 2020, the Company issued a press release announcing the appointment of Dr. Jenkins to the Board of Directors. A copy
of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The
information set forth under Item 7.01 to this Current Report on Form 8-K (including the exhibit attached hereto as Exhibit 99.1)
shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference
into any filing or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly
set forth by specific reference in such filing or document.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
The following exhibit is furnished with this report:
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date:
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August
11, 2020
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Provention
Bio, Inc.
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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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