Securities Registration: Employee Benefit Plan (s-8)
March 29 2023 - 5:10PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on March 29, 2023
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. Amended and Restated 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:
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 7,186,283 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incorporates by reference, except to the extent supplemented, amended or superseded by the information set forth herein, into this Registration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, its Registration Statement on Form S-8 (File No. 333-237113) filed with the Securities and Exchange Commission on
March 12, 2020, its Registration Statement on Form S-8 (File No. 333-253657) filed with the Securities and Exchange Commission on February
26, 2021 and its Registration Statement on Form S-8 (File No. 333-262945) filed with the Securities and Exchange Commission on February
24, 2022.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Exhibit
Number |
|
Description |
3.1 |
|
Second Amended and Restated Certificate of Incorporation of Provention Bio, Inc., effective as of July 19, 2018 (incorporated by reference to Exhibit 3.1 to the registrant’s Form 8-K filed with the Securities and Exchange Commission on July 19, 2018) |
3.2
|
|
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Provention Bio, Inc., effective as of May 13, 2021 (incorporated by reference to Exhibit 3.1 to the registrant’s Form 8-K filed with the Securities and Exchange Commission on May 14, 2021) |
3.3 |
|
Amended and Restated Bylaws of Provention Bio, Inc., as adopted on May 9, 2023 (incorporated by reference to Exhibit 3.1 to the registrant’s Form 8-K filed with the Securities and Exchange Commission on March 13, 2023) |
4.1 |
|
Provention Bio, Inc. Amended and Restated 2017 Equity Incentive Plan (incorporated by reference to Exhibit 4.4 to the registrant’s Form S-8 Registration Statement filed with the Securities and Exchange Commission on August 13, 2018) |
4.2 |
|
Form of Stock Option Award under 2017 Provention Bio, Inc. Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the registrant’s Form S-1 Registration Statement filed with the Securities and Exchange Commission on May 9, 2018) |
5.1 |
|
Opinion of Ropes & Gray LLP |
23.1 |
|
Consent of EisnerAmper LLP |
23.2 |
|
Consent of Ropes & Gray LLP (included in Exhibit 5.1) |
24.1 |
|
Power of Attorney (included on the signature page of this Registration Statement under the caption “Power of Attorney”) |
107 |
|
Filing Fee Table |
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 March 29, 2023.
|
Provention Bio, Inc. |
|
|
|
|
By: |
/s/
Ashleigh Palmer |
|
|
Ashleigh
Palmer |
|
|
Chief
Executive Officer |
POWER
OF ATTORNEY
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 |
|
March
29, 2023 |
Ashleigh
Palmer |
|
(Principal
Executive Officer) |
|
|
|
|
|
|
|
/s/
Thierry Chauche |
|
Chief
Financial Officer |
|
March
29, 2023 |
Thierry
Chauche |
|
(Principal
Financial Officer) |
|
|
|
|
|
|
|
/s/
Justin Vogel |
|
Chief
Accounting Officer |
|
March
29, 2023 |
Justin
Vogel |
|
(Principal
Accounting Officer) |
|
|
|
|
|
|
|
/s/
Avery Catlin |
|
Director |
|
March
29, 2023 |
Avery
Catlin |
|
|
|
|
|
|
|
|
|
/s/
Rita Jain |
|
Director |
|
March
29, 2023 |
Rita
Jain |
|
|
|
|
|
|
|
|
|
/s/
John Jenkins, MD |
|
Director |
|
March
29, 2023 |
John
Jenkins, MD |
|
|
|
|
|
|
|
|
|
/s/
Wayne Pisano |
|
Director |
|
March
29, 2023 |
Wayne
Pisano |
|
|
|
|
|
|
|
|
|
/s/
Nancy Wysenski |
|
Director |
|
March
29, 2023 |
Nancy
Wysenski |
|
|
|
|
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