As
filed with the Securities and Exchange Commission on February 26, 2021
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Provention
Bio, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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81-5245912
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(State
or other jurisdiction of
incorporation or organization)
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(I.R.S.
Employer
Identification
No.)
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55
Broad Street, 2nd Floor
Red
Bank, New Jersey 07701
(Address
of Principal Executive Offices) (Zip Code)
Amended and Restated Provention Bio,
Inc. 2017 Equity Incentive Plan
(Full
title of the plan)
Ashleigh
Palmer
Chief
Executive Officer
Provention
Bio, Inc.
55
Broad Street, 2nd Floor
Red
Bank, New Jersey 07701
(908)
336-0360
(Name,
address and telephone number, including area code, of agent for service)
with
copies to:
Christopher
Comeau
Thomas
J. Danielski
Ropes
& Gray LLP
800
Boylston Street
Boston,
Massachusetts 02199
(617)
951-7000
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer [X]
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Accelerated
filer [ ]
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Non-accelerated
filer [ ]
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Smaller
reporting company [ ]
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Emerging
growth company [ ]
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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 7(a)(2)(B) of the Securities Act.
[ ]
CALCULATION
OF REGISTRATION FEE
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Title
of securities to be registered
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Amount
to be registered(1)
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Proposed
maximum offering price per share(2)
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Proposed
maximum aggregate offering price(2)
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Amount
of registration fee(2)
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Common Stock, $0.0001 par
value
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2,270,353
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(3)
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$
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13.63
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$
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30,944,911.39
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$
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3,376.09
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(1)
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Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement
includes any additional shares of the registrant’s common stock that may be issued pursuant to anti-dilution provisions
contained in the Amended and Restated Provention Bio, Inc. 2017 Equity Incentive Plan (the “2017 Plan”).
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(2)
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Pursuant
to Rules 457(c) and 457(h) under the Securities Act, the registration fee was computed on the basis of the average of the
high and low prices of the registrant’s common stock on the Nasdaq Global Select Market on February 25, 2021.
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(3)
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Represents
2,270,353 shares of the registrant’s common stock that were automatically added to the shares authorized for issuance
under the 2017 Plan on January 1, 2021 pursuant to an “evergreen” provision contained in the 2017 Plan. The “evergreen”
provision provides that on each January 1st from January 1, 2019 through January 1, 2028, the number of shares
of common stock available for issuance under the 2017 Plan will automatically increase annually in an amount equal to the
lesser of (i) the difference between (x) eighteen percent (18%) of the total number of shares of common stock outstanding,
on a fully diluted basis, on December 31st of the preceding calendar year, and (y) the total number of shares of common stock
reserved under the 2017 Plan on December 31st of such preceding calendar year and (ii) the number of shares determined by
the registrant’s board of directors.
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EXPLANATORY
NOTE
This
Registration Statement is being filed to register an additional 2,270,353 shares of the registrant’s common stock for issuance
under the Amended and Restated Provention Bio, Inc. 2017 Equity Incentive Plan. Pursuant to General Instruction E to Form S-8,
the registrant incorporates by reference, except to the extent supplemented, amended or superseded by the information set forth
herein, into this Registration Statement the entire contents of its Registration Statement on Form S-8 (File No. 333-226814) filed
with the Securities and Exchange Commission on August 13, 2018, its Registration Statement on Form S-8 (File No. 333-230400) filed
with the Securities and Exchange Commission on March 19, 2019 and its Registration Statement on Form S-8 (File No. 333-237113)
filed with the Securities and Exchange Commission on March 12, 2020.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
8. Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Red Bank, State of New Jersey, on February 26, 2021.
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Provention
Bio, Inc.
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By:
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/s/
Ashleigh Palmer
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Ashleigh
Palmer
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Chief
Executive Officer
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POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Ashleigh Palmer, Andrew Drechsler and Heidy King-Jones, and each
of them acting individually, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents,
or their substitutes, may lawfully do or cause to be done by virtue hereof.
*
* * *
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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Signature
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Title
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Date
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/s/
Ashleigh Palmer
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Chief
Executive Officer and Director
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February
26, 2021
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Ashleigh
Palmer
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(Principal
Executive Officer)
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/s/
Andrew Drechsler
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Chief
Financial Officer (Principal
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February
26, 2021
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Andrew
Drechsler
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Financial
and Accounting Officer)
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/s/
Jeffrey Bluestone, PhD
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Director
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February
26, 2021
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Jeffrey
Bluestone, PhD
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/s/
Avery Catlin
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Director
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February
26, 2021
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Avery
Catlin
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/s/
Sean Doherty
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Director
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February
26, 2021
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Sean
Doherty
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/s/
John Jenkins, MD
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Director
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February
26, 2021
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John
Jenkins, MD
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/s/
Wayne Pisano
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Director
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February
26, 2021
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Wayne
Pisano
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/s/
Nancy Wysenski
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Director
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February
26, 2021
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Nancy
Wysenski
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Exhibit
5.1
February
26, 2021
Provention
Bio, Inc.
55
Broad Street, 2nd Floor
Red
Bank, New Jersey 07701
Ladies
and Gentlemen:
This
opinion letter is furnished to you in connection with the registration statement on Form S-8 (the “Registration Statement”),
filed by Provention Bio, Inc., a Delaware corporation (the “Company”), on the date hereof, with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), for the registration
of 2,270,353 shares of common stock, $0.0001 par value, of the Company (the “Shares”). The Shares are issuable
pursuant to the Amended and Restated Provention Bio, Inc. 2017 Equity Incentive Plan (the “Plan”).
We
are familiar with the actions taken by the Company in connection with the adoption of the Plan. We have examined such certificates,
documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order
to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification,
upon certificates of officers of the Company, public officials and other appropriate persons.
The
opinions expressed below are limited to the Delaware General Corporation Law.
Based
upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been
issued and sold in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable.
We
hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do
not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations thereunder.
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Very
truly yours,
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/s/
Ropes & Gray LLP
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Ropes
& Gray LLP
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