PRVB Provention Bio Inc

 

As filed with the Securities and Exchange Commission on February 24, 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		81-5245912
(State or other jurisdiction of incorporation or organization)		(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 1,768,825 shares of the registrant’s common stock, $0.0001 par value per share, 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Instruction E to Form S-8, the registrant incorporates by reference, except to the extent supplemented, amended or superseded by the information set forth herein, into this Registration Statement the entire contents of its Registration Statement on Form S-8 (File No. 333-226814) filed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, and its Registration Statement on Form S-8 (File No. 333-253657) filed with the Securities and Exchange Commission on February 26, 2021.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits

 

Exhibit Number		Description
3.1		Second Amended and Restated Certificate of Incorporation of Provention Bio, Inc. (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. (incorporated by reference to Exhibit 3.1 to the registrant’s Form 8-K filed with the SEC on May 14, 2021)
3.3		Amended and Restated Bylaws of Provention Bio, Inc. (incorporated by reference to Exhibit 3.1 to the registrant’s Form 8-K filed with the Securities and Exchange Commission on May 20, 2020)
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. Stock 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 February 24, 2022.

 

	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		February 24, 2022
Ashleigh Palmer		(Principal Executive Officer)
/s/ Thierry Chauche		Chief Financial Officer		February 24, 2022
Thierry Chauche		(Principal Financial and Accounting Officer)
/s/ Jeffrey Bluestone, PhD		Director		February 24, 2022
Jeffrey Bluestone, PhD
/s/ Avery Catlin		Director		February 24, 2022
Avery Catlin
/s/ Sean Doherty		Director		February 24, 2022
Sean Doherty
/s/ John Jenkins, MD		Director		February 24, 2022
John Jenkins, MD
/s/ Wayne Pisano		Director		February 24, 2022
Wayne Pisano
/s/ Nancy Wysenski		Director		February 24, 2022
Nancy Wysenski