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)
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)
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.
| Large accelerated filer [X] | 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. [ ]
CALCULATION OF REGISTRATION FEE
| Title of securities to be registered | | Amount to be registered(1) | | | Proposed maximum offering price per share(2) | | | Proposed maximum aggregate offering price(2) | | | Amount of registration fee(2) | |
| Common Stock, $0.0001 par value | | | 2,270,353 | (3) | | $ | 13.63 | | | $ | 30,944,911.39 | | | $ | 3,376.09 | |
| (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 Amended and Restated Provention Bio, Inc. 2017 Equity Incentive Plan (the “2017 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 February 25, 2021. |
| | |
| (3) | 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. |
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.
| | | 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, 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.
| Signature | | Title | | Date |
| | | | | |
| /s/ Ashleigh Palmer | | Chief Executive Officer and Director | | February 26, 2021 |
| Ashleigh Palmer | | (Principal Executive Officer) | | |
| | | | | |
| /s/ Andrew Drechsler | | Chief Financial Officer (Principal | | February 26, 2021 |
| Andrew Drechsler | | Financial and Accounting Officer) | | |
| | | | | |
| /s/ Jeffrey Bluestone, PhD | | Director | | February 26, 2021 |
| Jeffrey Bluestone, PhD | | | | |
| | | | | |
| /s/ Avery Catlin | | Director | | February 26, 2021 |
| Avery Catlin | | | | |
| | | | | |
| /s/ Sean Doherty | | Director | | February 26, 2021 |
| Sean Doherty | | | | |
| | | | | |
| /s/ John Jenkins, MD | | Director | | February 26, 2021 |
| John Jenkins, MD | | | | |
| | | | | |
| /s/ Wayne Pisano | | Director | | February 26, 2021 |
| Wayne Pisano | | | | |
| | | | | |
| /s/ Nancy Wysenski | | Director | | February 26, 2021 |
| Nancy Wysenski | | | | |
