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): September 26, 2019
PROVENTION BIO, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-38552 | | 81-5245912 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
P.O. Box 666, Oldwick, New Jersey 08858
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (908) 336-0360
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 (see General Instruction A.2. below):
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 [X]
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. [X]
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective September 26, 2019, the Board of Directors (the “Board”) of Provention Bio, Inc. (the “Company”) increased the size of the Board to six directors and appointed Sean Doherty, age 50, to fill the newly created directorship. Mr. Doherty will hold this position until the next annual meeting of the Company’s shareholders or until his successor is elected and qualified, subject to his earlier resignation or removal.
Mr. Doherty has served as the executive chairman of JDRF T1D Fund, a venture philanthropy fund accelerating life-changing solutions to cure, prevent and treat type 1 diabetes through catalytic commercial investments, since 2016. From 2005 to 2018, Mr. Doherty was managing director and general counsel at Bain Capital, L.P., a private global investment firm. Mr. Doherty received his B.A. degree in Government from Harvard College and J.D. from Harvard Law School.
In accordance with the Company’s non-employee director compensation policy, Mr. Doherty will receive an annual cash retainer fee of $30,000. All fees will be pro-rated for the current year. Mr. Doherty will also receive an initial option grant to purchase 128,981 shares of the Company’s common stock upon commencement of his position as director.
The Company will enter into an indemnification agreement with Mr. Doherty (the “Indemnification Agreement”), in the Company’s standard form which has been previously entered into by the Company with each of the Company’s directors and executive officers, the form of which was filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 9, 2018.
On September 26, 2019, the Company issued a press release announcing the appointment of Mr. Doherty to its Board of Directors. A copy of the press release is furnished as Exhibit 99.1 hereto and shall not be deemed “filed” for the purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) The following exhibit is furnished with this report:
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | Provention Bio, Inc. |
| | |
| Date: September 30, 2019 | By: | /s/ Andrew Drechsler |
| | | Andrew Drechsler |
| | | Chief Financial Officer |
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