Current Report Filing (8-k)
27 February 2021 - 9:11AM
Edgar (US Regulatory)
0001695357
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0001695357
2021-02-26
2021-02-26
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xbrli:shares
iso4217:USD
xbrli:shares
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): February 26, 2021
PROVENTION
BIO, INC.
Commission
File Number: 001-38552
Delaware
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81-5245912
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(State or other jurisdiction
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(IRS Employer
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of incorporation)
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Identification No.)
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55
Broad Street, 2nd Floor
Red
Bank, New Jersey
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07701
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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:
☐
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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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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. ☐
Sales
Agreement
On
February 26, 2021, Provention Bio, Inc. (the “Company”, “we” or “our”) entered into a sales
agreement (the “Sales Agreement”) with SVB Leerink LLC (“SVB Leerink”) and Cantor Fitzgerald &
Co. (“Cantor”) under which the Company may offer and sell its common stock having aggregate sales proceeds of up to
$150.0 million from time to time through SVB Leerink and Cantor as its sales agents. Sales of the Company’s common
stock through SVB Leerink and Cantor, if any, will be made by any method permitted by law deemed to be an “at the
market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including, without limitation,
sales made directly on the Nasdaq Global Select Market or any other existing trading market for the Company’s common stock.
SVB Leerink and Cantor will use commercially reasonable efforts to sell the Company’s common stock from time to time,
based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions
the Company may impose). The Company will pay SVB Leerink and Cantor a commission of 3.0% of the gross sales proceeds of
any common stock sold through SVB Leerink and Cantor under the Sales Agreement. The Company has also provided SVB Leerink
and Cantor with customary indemnification rights.
The
Company is not obligated to make any sales of common stock under the Sales Agreement. The offering of shares of the Company’s
common stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all common stock subject to the
Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms.
The
foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of
the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein
by reference. This Current Report on Form 8-K also incorporates by reference the Sales Agreement into the Registration Statement
(as defined below).
The
common stock is being offered and sold pursuant to the Company’s effective shelf registration statement on Form S-3ASR and
an accompanying prospectus (Registration Statement No. 333-252045) (the “Registration Statement”) and a prospectus
supplemented dated February 26, 2021, to be filed with the Securities and Exchange Commission.
A
copy of the opinion of Ropes & Gray LLP regarding the shares to be sold under the Sales Agreement is attached as Exhibit 5.1
hereto.
The
Sales Agreement, dated as of August 2, 2019 (the “2019 Sales Agreement”), by and among the Company, SVB Leerink
and Cantor, was terminated effective on February 26, 2021. Pursuant to the terms of the 2019 Sales Agreement, the Company
could offer and sell its common stock having aggregate sales proceeds of up to $50.0 million from time to time through SVB
Leerink and Cantor as its sales agents. Since August 2, 2019, the Company sold 725,495 shares of common stock pursuant to
the 2019 Sales Agreement for aggregate net proceeds of approximately $9.9 million, net of $0.3 million in sales commissions.
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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February
26, 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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