As filed with the Securities and Exchange Commission on May 20, 2022
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)
Delaware (State or other jurisdiction of incorporation or organization) |
81-5245912 (I.R.S. Employer Identification No.) |
55 Broad Street, 2nd Floor
Red Bank, New Jersey 07701
(Address of Principal Executive Offices) (Zip Code)
Provention Bio, Inc. 2020 Inducement Plan, as amended
(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:
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.
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☒ | Smaller reporting company ☒ |
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement is being filed to register an additional 2,500,000 shares of the registrant’s common stock, par value $0.0001 per share, under the Provention Bio, Inc. 2020 Inducement Plan, as amended. 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Instruction E to Form S-8, the registrant incorporates by reference, except to the extent supplemented, amended or superseded by the information set forth herein, into this Registration Statement the entire contents of its Registration Statement on Form S-8 (File No. 333-249869) filed with the Securities and Exchange Commission on November 5, 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 May 20, 2022.
Provention Bio, Inc. | ||
By: | /s/ Ashleigh Palmer | |
Ashleigh Palmer | ||
Chief Executive Officer |
Each person whose signature appears below constitutes and appoints Ashleigh Palmer, Thierry Chauche 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.
Signature | Title | Date | ||
/s/ Ashleigh Palmer | Chief Executive Officer and Director (Principal Executive Officer) |
May 20, 2022 | ||
Ashleigh Palmer | ||||
/s/ Thierry Chauche | Chief Financial Officer (Principal Financial and Accounting Officer) |
May 20, 2022 | ||
Thierry Chauche | ||||
/s/ Jeffrey Bluestone, PhD | Director | May 20, 2022 | ||
Jeffrey Bluestone, PhD | ||||
/s/ Avery Catlin | Director | May 20, 2022 | ||
Avery Catlin | ||||
/s/ Sean Doherty | Director | May 20, 2022 | ||
Sean Doherty | ||||
/s/ John Jenkins, MD | Director | May 20, 2022 | ||
John Jenkins, MD | ||||
/s/ Wayne Pisano | Director | May 20, 2022 | ||
Wayne Pisano | ||||
/s/ Nancy Wysenski | Director | May 20, 2022 | ||
Nancy Wysenski |
Exhibit 5.1
May 20, 2022
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 2,500,000 shares of Common Stock, $0.0001 par value, of the Company (the “Shares”). The Shares are issuable under the Company’s 2020 Inducement Plan, as amended (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.
Very truly yours, | |
/s/ Ropes & Gray LLP | |
Ropes & Gray LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement of Provention Bio, Inc. on Form S-8 to be filed on or about May 20, 2022 of our report dated February 24, 2022, on our audits of the consolidated financial statements as of December 31, 2021 and 2020 and for each of the years in the three-year period ended December 31, 2021, which report was included in the Annual Report on Form 10-K filed February 24, 2022.
/s/ EisnerAmper LLP | |
EISNERAMPER LLP | |
Philadelphia, Pennsylvania |
|
May 20, 2022 |
Exhibit 107
Provention Bio, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Share(2) | Maximum Aggregate Offering Price(2) | Fee Rate | Amount of Registration Fee(2) | |||||||||||||||||
Equity | Common stock, par value $0.0001 per share | 457(c) and 457(h) | 2,500,000 shares | (3) | $ | 4.2425 | $ | 10,606,250 | 0.0000927 | $ | 983.20 | |||||||||||||
Total Offering Amounts | $ | 10,606,250 | $ | 983.20 | ||||||||||||||||||||
Total Fee Offsets | $ | - | ||||||||||||||||||||||
Net Fee Due | $ | 983.20 |
(1) | 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 Provention Bio, Inc. 2020 Inducement Plan (the “Plan”). |
(2) | 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 May 18, 2022. |
(3) | This Registration Statement covers an aggregate of 2,500,000 shares of the Registrant’s Common Stock that may be issued pursuant to awards granted or to be granted in accordance with Nasdaq Listing Rule 5635(c)(4), as an inducement material to an individual’s entering into employment with the Registrant. |