Current Report Filing (8-k)
13 January 2021 - 9:25AM
Edgar (US Regulatory)
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2021-01-11
2021-01-12
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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): January 12, 2021
PROVENTION
BIO, INC.
Commission
File Number: 001-38552
Delaware
(State
or other jurisdiction
of
incorporation)
|
|
81-5245912
(IRS
Employer
Identification
No.)
|
|
|
|
55
Broad Street, 2nd Floor
Red
Bank, New Jersey
(Address
of principal executive offices)
|
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07701
(Zip
Code)
|
(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
2.02 Results of Operations and Financial Condition.
On
January 12, 2021, Provention Bio, Inc. (the “Company”) filed a preliminary prospectus supplement in connection
with a proposed public offering of the Company’s common stock, which contained information regarding the Company’s
preliminary, unaudited estimate of its cash, cash equivalents and marketable securities as of December 31, 2020 of $121.8
million (the “Preliminary Financial Information”).
The
Preliminary Financial Information is preliminary and subject to completion. The Preliminary Financial Information is the responsibility
of management and has been prepared in good faith on a consistent basis with prior periods. However, the Company has not completed
its financial closing procedures for the three months and year ended December 31, 2020, and its actual results could be
materially different from the Preliminary Financial Information. In addition, EisnerAmper LLP, the Company’s independent
registered public accounting firm, has not audited, reviewed, compiled, or performed any procedures with respect to the Preliminary
Financial Information and does not express an opinion or any other form of assurance with respect to the Preliminary Financial
Information. During the course of the preparation of the Company’s financial statements and related notes as of and for
the year ended December 31, 2020, the Company may identify items that would require it to make material adjustments to the Preliminary
Financial Information. As a result, undue reliance should not be placed on the Preliminary Financial Information, and it
should not be viewed as a substitute for full financial statements prepared in accordance with United States generally accepted
accounting principles.
The
information furnished under this Item 2.02 shall not be considered “filed” under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), nor shall it be incorporated by reference into any future filing under the Securities
Act of 1933, as amended, or under the Exchange Act, unless the Company expressly sets forth in such future filing that
such information is to be considered “filed” or incorporated by reference therein.
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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January
12, 2021
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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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