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): May 12, 2021
PROVENTION BIO, INC.
Commission File Number: 001-38552
| Delaware | 81-5245912 | |
|
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
|
|
55 Broad Street, 2nd Floor Red Bank, New Jersey |
07701 | |
| (Address of principal executive offices) | (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) |
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, $0.0001 par value per share | PRVB | The Nasdaq Global Select Market |
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 12, 2021, Provention Bio, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of common stock from 100,000,000 shares to 150,000,000 shares. Subsequent to such approval, the Company filed, on May 13, 2021, with the Delaware Secretary of State a certificate of amendment to the Certificate of Incorporation (the “Certificate of Amendment”), giving effect to the authorized share increase. The foregoing summary of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As of the record date for the Annual Meeting, March 15, 2021, there were 63,374,738 shares of common stock outstanding and entitled to vote at the Annual Meeting. There were 48,955,603 shares of common stock entitled to vote at the Annual Meeting present online or represented by proxy, which represented 77.25% of the outstanding shares entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. The following is a brief description of each proposal voted upon at the Annual Meeting and the final voting results for each proposal.
| 1. | Stockholders elected each of Ashleigh Palmer, Jeffrey Bluestone, Avery Catlin, Sean Doherty, Wayne Pisano, Nancy Wysenski and John Jenkins to serve until the next Annual Meeting of Stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. |
The votes were cast for this matter as follows:
| Nominees | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Ashleigh Palmer | 26,237,374 | 1,573,301 | 21,144,928 | |||||||||
| Jeffrey Bluestone | 27,306,657 | 504,018 | 21,144,928 | |||||||||
| Avery Catlin | 27,223,096 | 587,579 | 21,144,928 | |||||||||
| Sean Doherty | 24,131,741 | 3,678,934 | 21,144,928 | |||||||||
| Wayne Pisano | 19,618,630 | 8,192,045 | 21,144,928 | |||||||||
| Nancy Wysenski | 24,109,246 | 3,701,429 | 21,144,928 | |||||||||
| John Jenkins | 27,262,057 | 548,618 | 21,144,928 | |||||||||
| 2. | Stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, by the following vote: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 26,478,364 | 1,138,224 | 194,087 | 21,144,928 | |||||||||||
| 3. | Stockholders approved, on a non-binding advisory basis, a frequency of 1 year for future non-binding advisory votes to approve the compensation of the Company’s named executive officers, by the following vote: |
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||||||||||||
| 26,952,367 | 202,912 | 397,598 | 257,798 | 21,144,928 | ||||||||||||||
| 4. | Stockholders approved the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 150,000,000 shares, by the following vote: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 40,257,589 | 8,498,309 | 199,705 | 0 | |||||||||||
| 5. | Stockholders ratified the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021, by the following vote: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 48,636,341 | 181,795 | 137,467 | 0 | |||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibit is furnished with this report:
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Provention Bio, Inc. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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.
| Provention Bio, Inc. | ||
| Date: May 14, 2021 | By: | /s/ Andrew Drechsler |
| Andrew Drechsler | ||
| Chief Financial Officer | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROVENTION BIO, INC.
Provention Bio, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY:
FIRST: The name of the Corporation is Provention Bio, Inc. The original Certificate of Incorporation was filed with the Secretary of State of Delaware on October 4, 2016. The Certificate of Incorporation was amended and restated on April 24, 2017 and was again amended and restated on July 19, 2018.
SECOND: Paragraph A of Article IV of the Second Amended and Restated Certificate of Incorporation is hereby amended in its entirety to read as follows:
“A. Class of Stock. The total number of shares of capital stock that the Corporation shall have authority to issue is One Hundred Seventy-Five Million (175,000,000), consisting of the following: One Hundred Fifty Million (150,000,000) shares of Common Stock, par value $0.0001 per share (“Common Stock”), and Twenty-Five Million (25,000,000) shares of undesignated Preferred Stock, par value $0.0001 per share (“Preferred Stock”).”
THIRD: That, pursuant to resolution of the Corporation’s board of directors, a meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the DGCL, at which meeting the necessary number of shares as required by statute were voted in favor of this Certificate of Amendment.
FOURTH: This Certificate of Amendment was duly adopted by the directors and stockholders of the Corporation in accordance with the provisions of Section 242 of the DGCL.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation to be signed by the authorized officer below as of the date hereof.
| By: | /s/ Ashleigh Palmer | |
| Name: | Ashleigh Palmer | |
| Title: | President and Chief Executive Officer | |
| Signed: | May 13, 2021 |