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): ~~March~~April 1327, 2023 ~~(March 9, 2023)~~

Provention Bio, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-38552		81-5245912
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

55 Broad Street, 2nd Floor

Red Bank, NJ

07701

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (908) 336-0360

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.0001 par value per share		PRVB		The Nasdaq Global Select Market

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 ☐

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. ☐

~~Item~~INTRODUCTORY ~~1.01 Entry into a Material Definitive Agreement.~~NOTE

As previously disclosed in the Current Report on Form 8-K filed on March 13, 2023 with the Securities and Exchange Commission (the “SEC”) by Provention Bio, Inc., a Delaware corporation (the “Company”), on March 12, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Sanofi S.A., a French société anonyme (“Parent”), and Parent’s indirect wholly-owned subsidiary, Zest Acquisition Sub, Inc., a Delaware corporation (“Purchaser”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on March 24, 2023, Purchaser commenced a tender offer (the “Offer”) to purchase all of the issued and outstanding shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company at a price of $25.00 per Share, to the seller in cash, without interest, but subject to any applicable withholding of taxes (the “Offer Price”) upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 24, 2023, and in the related Letter of Transmittal.

OnThe ~~March 12~~Offer, ~~2023~~as extended, ~~Provention~~expired ~~Bio,~~one ~~Inc~~minute after 11:59 p.m. Eastern Time, aon ~~Delaware~~April ~~corporation~~26, 2023 (the “~~Company~~Expiration Time”). orThe depositary for the Offer advised that, as of the Expiration Time, a total of 74,490,556 Shares were validly tendered and “~~Provention~~received” (as defined in Section 251(h), ~~entered~~of ~~into~~the ~~an Agreement~~General ~~and~~Corporation ~~Plan~~Law of ~~Merger~~the State of Delaware (the “~~Merger Agreement~~DGCL”)) ~~with~~by ~~Sanofi~~the Sdepository and not validly withdrawn pursuant to the Offer, representing approximately 73.A065% of outstanding Shares as of such time. Accordingly, the aMinimum ~~French~~Tender ~~société~~Condition ~~anonyme~~ (~~“Parent”~~as defined in the Merger Agreement)~~, and~~ ~~Parent’s~~has ~~indirect~~been ~~wholly-owned~~satisfied. ~~subsidiary~~Each condition to the Offer having been satisfied or waived, ~~Zest~~Purchaser ~~Acquisition~~irrevocably ~~Sub~~accepted for payment all Shares that were validly tendered and not validly withdrawn on April 27, ~~Inc~~2023., Parent aand ~~Delaware~~Purchaser ~~corporation~~are ~~(“Purchaser”)~~required to make prompt payment for such Shares.

~~Pursuant~~On toApril ~~the~~27, ~~Merger Agreement~~2023, ~~and~~following ~~upon~~consummation ~~the~~of ~~terms and subject to~~ the ~~conditions thereof~~Offer, Purchaser ~~will~~merged ~~commence~~with aand ~~tender~~into ~~offer (~~the ~~“Offer”) to~~Company ~~purchase all of the issued and outstanding shares~~ (the “~~Shares~~Merger”) ~~of common stock~~, ~~par~~with ~~value $0.0001 per share (~~the ~~“Common~~ ~~Stock”),~~Company ofas the ~~Company~~surviving ~~at a price of $25~~corporation.00 ~~per~~The ~~Share,~~Merger towas ~~the~~completed ~~seller~~pursuant ~~in cash, without interest, but subject~~ to ~~any~~Sections ~~applicable withholding of taxes~~ 251(~~the “Offer Price”~~c). ~~If certain conditions are satisfied~~ and ~~the~~251(h) ~~Offer closes, Parent would acquire any remaining Shares by a merger~~ of ~~Purchaser with and into~~ the ~~Company (the “Merger”)~~DGCL.

~~The Merger~~Item Agreement contemplates that the Merger will be effected pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), which permits completion of the Merger without a shareholder vote promptly following consummation of the Offer1.02 ~~The~~Termination ~~obligation~~ of Parent and Purchaser to consummate the Offer is subject to the condition that there be validly tendered, and not properly withdrawn, prior to the expiration of the Offer, that number of Shares that, together with the number of Shares, if any, then owned beneficially by Parent and Purchaser (together with their wholly-owned subsidiaries), represents at least a ~~majority of~~Material ~~the~~Definitive ~~Shares outstanding as of the consummation of the Offer (the “Minimum Tender Condition”)~~Agreement. The Minimum Tender Condition may not be waived by Purchaser without the prior written consent of the Company. The obligation of Purchaser to consummate the Offer is also subject to the expiration of the waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary conditions. Consummation of the Offer is not subject to a financing condition.

~~Following~~In ~~the~~connection ~~consummation~~with of the ~~Offer~~closing ~~and subject to the terms and conditions~~ of the Merger ~~Agreement~~, ~~Purchaser~~on ~~will~~April ~~merge~~27, ~~with~~2023, ~~and into~~ the Company ~~pursuant~~fully toprepaid ~~the~~all ~~provisions~~loans ofoutstanding ~~Section~~pursuant ~~251(h)~~to of the Loan ~~DGCL~~and asSecurity ~~provided in the Merger~~ Agreement, ~~with~~dated ~~the~~as ~~Company being the surviving corporation. At the effective time~~ of ~~the~~August ~~Merger (the “Effective Time”)~~31, ~~each~~2022 ~~Share~~ (~~other~~as ~~than~~amended ~~(i)~~by ~~Shares~~that ~~held~~certain inFirst ~~the~~Amendment ~~treasury of~~to ~~the~~Loan ~~Company,~~and ~~(ii)~~Security ~~Shares owned by Parent~~Agreement, dated ~~the~~as ~~Company or any~~ of ~~their~~February ~~respective~~2, ~~direct or indirect wholly-owned subsidiaries (other than Purchaser)~~2023, ~~(iii) Shares irrevocably accepted for purchase in~~ the ~~Offer~~“Loan ~~and (iv~~Agreement”), ~~Shares held~~ by ~~stockholders who have properly demanded appraisal of such Shares in accordance with the DGCL) will be cancelled~~ and ~~converted~~among ~~into~~ the ~~right~~Company, tocertain ~~receive~~financial aninstitutions ~~amount~~party ~~in cash equal~~thereto toand ~~the~~Hercules ~~Offer Price~~Capital, ~~less~~Inc. ~~applicable~~and ~~withholding~~terminated ofthe ~~taxes~~Loan Agreement.

~~The Merger~~Item ~~Agreement~~2.01 ~~includes~~Completion ~~customary representations, warranties and covenants~~ of ~~the~~Acquisition Company, Parent and Purchaser. The Company has agreed to use commercially reasonable efforts to carry on its business in the ordinary course until the Effective Time. The Company has also agreed not to solicit or ~~initiate~~Disposition discussions with third parties regarding other proposals for a strategic transaction involving the Company. Parent and Purchaser have agreed to use reasonable best efforts to take actions that may be required in order to obtain antitrust approval of ~~the proposed transaction, subject to certain limitations~~Assets.

~~The~~At ~~Merger~~the ~~Agreement~~effective ~~also~~time ~~includes customary termination provisions for each~~ of the ~~Company~~Merger ~~and Parent, subject, in certain circumstances, to the payment by the Company of a termination fee of $100.0 million~~ (the “~~Termination~~Effective ~~Fee~~Time”), ~~and~~each ~~the~~issued ~~payment~~and byoutstanding ~~Parent~~Share ~~of a reverse termination fee of $158.0 million~~ (~~the~~other ~~“Reverse~~than ~~Termination Fee”~~(i). ~~The~~Shares ~~Company~~held ~~must pay Parent the Termination~~in ~~Fee if (i)~~ the ~~board~~treasury of ~~directors of~~ the Company ~~(the~~or ~~“Company~~owned ~~Board”)~~by ~~determines to terminate~~ the ~~Merger~~Company ~~Agreement~~or inany ~~order to~~direct ~~enter~~or ~~into~~indirect awholly ~~definitive~~owned ~~agreement~~subsidiary ~~with~~of ~~respect to a Superior Proposal (as defined in~~ the ~~Merger~~Company ~~Agreement)~~immediately ~~and~~prior to the ~~Company~~Effective soTime, ~~terminates or~~ (ii) inShares ~~the~~owned ~~event that the Merger Agreement is terminated~~ by Parent ~~following~~or aany ~~change~~direct ofor ~~recommendation~~indirect bywholly ~~the~~owned ~~Company~~subsidiary ~~Board,~~of ~~in each case, as is more particularly described in the Merger Agreement. The Company must also pay~~ Parent ~~the~~(other ~~Termination~~than ~~Fee if the Merger~~Purchaser) ~~Agreement~~immediately isprior ~~terminated~~to ~~under~~the ~~certain~~Effective ~~circumstances~~Time, a(iii) ~~third~~Shares ~~party~~irrevocably ~~has~~accepted ~~made~~for ~~another~~purchase ~~acquisition~~in ~~proposal to~~ the ~~Company~~Offer ~~prior to the termination of the Merger Agreement,~~ and ~~within twelve~~ (12iv) ~~months~~Shares ~~following~~outstanding ~~such~~immediately prior ~~termination,~~to the ~~Company~~Effective ~~enters~~Time ~~into an agreement for a business combination transaction~~ and ~~the~~held ~~transactions contemplated~~ by ~~such~~stockholders ~~acquisition~~who ~~proposal~~ are ~~subsequently~~entitled ~~consummated.~~to ~~The~~demand, ~~Merger Agreement~~and ~~provides~~properly ~~that~~demanded, ~~Parent~~appraisal ~~must~~for ~~pay~~such ~~the~~Shares ~~Company~~in accordance ~~the~~with ~~Reverse~~Section ~~Termination~~262 ~~Fee~~of if the ~~Merger~~DGCL) iswas ~~not~~cancelled ~~consummated~~and ~~due~~converted tointo the ~~failure~~right ~~of certain conditions~~ to bereceive ~~satisfied~~an asamount ain ~~result~~cash ofequal ~~failure~~ to ~~obtain antitrust clearance. The parties to~~ the ~~Merger~~Offer ~~Agreement are also~~Price, ~~entitled~~without ~~to an injunction or injunctions to prevent breaches of the Merger Agreement~~interest, ~~and~~less toapplicable ~~specifically~~withholding ~~enforce the terms and provisions~~ of ~~the Merger Agreement~~taxes.

~~The~~In addition, at the Effective Time, each option to purchase Shares granted under the Company’s ~~Board~~2017 ~~unanimously~~Equity Incentive Plan (i)as ~~determined~~amended and ~~that~~restated) (the ~~Merger~~“2017 ~~Agreement~~Plan”) and the ~~transactions~~Company’s ~~contemplated~~2020 ~~thereby,~~Inducement ~~including~~Plan ~~the~~(as ~~Offer~~amended) ~~and the~~(each ~~Merger~~such option, ~~are~~a ~~advisable~~“Company Stock Option”) that was outstanding and ~~fair~~vested immediately prior to the Effective Time, was cancelled, and, in exchange therefor, the ~~best~~holder ~~interests~~ of, ~~the~~such cancelled Company ~~and~~Stock ~~the~~Option ~~holders~~became entitled to receive in consideration of the ~~Shares,~~cancellation ~~(ii)~~of ~~adopted~~such ~~the~~Company ~~Merger~~Stock ~~Agreement~~Option, ~~and~~an ~~approved~~amount ~~the~~in ~~execution,~~cash ~~delivery~~(without interest and ~~performance~~less byapplicable ~~the~~tax ~~Company~~withholdings) ofequal to the ~~Merger~~product ~~Agreement~~of ~~and~~(x) the ~~transactions~~total ~~contemplated thereby,~~number ~~including~~of ~~the~~Shares subject ~~Offer~~to ~~and~~such ~~the~~Company ~~Merger~~Stock ~~and~~Option ~~(iii)~~immediately ~~resolved~~prior to ~~recommend~~the ~~that~~Effective Time multiplied by (y) the ~~holders~~excess, if any, of the ~~Shares~~Offer ~~accept~~Price over the ~~Offer~~applicable ~~and~~exercise ~~tender their~~price ~~Shares~~per ~~pursuant~~Share tounder ~~the~~such ~~Offer~~Company Stock Option.

The foregoing summary of the principal terms of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full copy of the Merger Agreement filed hereto as Exhibit 2.1 hereto and incorporated herein by reference. The summary and the copy of the Merger Agreement are intended to provide information regarding the terms of the Merger Agreement and are not intended to modify or supplement any factual disclosures about the Company in its public reports filed with the U.S. Securities and Exchange Commission (“SEC”). The assertions embodied in the representations and warranties included in the Merger Agreement were made solely for purposes of the contract among the Company, Purchaser and Parent and are subject to important qualifications and limitations agreed to by the Company, Purchaser and Parent in connection with the negotiated terms, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to the Company’s SEC filings or may have been used for purposes of allocating risk among the Company, Purchaser and Parent rather than establishing matters as facts. Investors should not rely on the representations and warranties or any description of them as characterizations of the actual state of facts of the Company, Parent, Purchaser or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, and this subsequent information may or may not be fully reflected in public disclosures by the Company or Parent.

~~Item~~Further, ~~5.02.~~each ~~Departure~~Company ofStock ~~Directors~~Option that was outstanding and unvested immediately prior to the Effective Time, whether or ~~Certain~~not ~~Officers;~~then ~~Election~~subject to any performance or other vesting condition, vested in full immediately prior to the Effective Time, with any performance condition deemed achieved in full, and as of ~~Directors;~~the ~~Appointment~~Effective Time, each such Company Stock Option was cancelled, and, in exchange therefor, the holder of such ~~Certain~~cancelled ~~Officers;~~Company ~~Compensatory~~Stock ~~Arrangements~~Option became entitled to receive in consideration of the cancellation of such Company Stock Option, an ~~Certain~~amount ~~Officers~~in cash (without interest and less applicable tax withholdings) equal to the product of (x) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per Share under such Company Stock Option.

OnAlso ~~March~~at 9,the ~~2023~~Effective Time, each (i) warrant to purchase Shares issued by the Company ~~entered~~to ~~into~~MDB ~~amendments~~and certain of MDB’s designees on July 3, 2018 (the “~~Amendments~~IPO Warrants”) and (ii) warrant to purchase Shares issued by the ~~employment~~Company ~~agreements~~pursuant ~~with~~to ~~its~~those ~~currently~~certain ~~employed~~Warrant ~~named~~Agreements, ~~executive~~dated ~~officers~~as of September 15, ~~Ashleigh~~2022 ~~Palmer~~and February 2, 2023, by and between the Company’s ~~Chief~~and ~~Executive~~Hercules ~~Officer~~Capital, ~~Thierry~~Inc. ~~Chauche~~(the “Term Loan Warrants,” and together with the IPO Warrants, the “Company’s ~~Chief~~Warrants”) ~~Financial~~that was outstanding immediately prior ~~Officer~~to the Effective Time was, with respect to the Term Loan Warrants, cancelled, and, ~~Eleanor~~with ~~Ramos~~respect to the IPO Warrants, deemed exercised, and, in exchange therefor, the holder of such former Company’s ~~Chief~~Warrant ~~Medical~~became ~~Officer.~~entitled ~~The~~to ~~terms~~receive ~~“cause~~(without interest),” ~~“good~~an ~~reason,”~~amount ~~and~~of cash ~~“change~~equal into ~~control”~~the ~~referred~~product of (x) the total number of Shares into which the Company Warrant was exercisable as of immediately prior to ~~below~~the Effective ~~are~~Time ~~defined~~multiplied inby ~~each~~(y) ~~executive’s~~the ~~respective~~excess, ~~employment~~if ~~agreement~~any, of the Offer Price over the applicable exercise price per Share under such Company Warrant.

The ~~Amendments~~foregoing ~~correct~~summary ~~a scrivener’s error in the calculation~~ of the ~~executives’~~Merger ~~severance~~Agreement ~~entitlements~~and inthe ~~connection~~transactions ~~with~~contemplated ~~a change~~thereby indoes ~~control.~~not ~~Under~~purport ~~the~~to ~~Amendments,~~be ifcomplete anand ~~executive’s employment~~ is ~~terminated~~subject ~~by the Company without cause or by the executive~~to, ~~for~~and ~~good~~qualified ~~reason within twelve (12) months following a change~~ in ~~control~~its ofentirety ~~the Company~~by, ~~in lieu of~~ the ~~pro-rata~~full ~~annual~~text ~~bonus~~of ~~paid over~~ the ~~applicable~~Merger ~~severance~~Agreement ~~period~~attached ~~under~~as ~~his~~Exhibit or2.1 ~~her employment agreement~~ to ~~which~~ the ~~executive~~Current ~~was~~Report ~~previously~~on ~~entitled~~Form ~~under such agreement, he or she will instead be entitled to receive payment of an amount equal to a multiple of his or her then~~8-~~current~~K ~~target annual bonus~~filed ~~(2.0x~~with ~~for~~the ~~Mr.~~SEC ~~Palmer~~by ~~and~~the ~~1.5x~~Company ~~for~~on ~~Mr.~~March ~~Chauche and Dr. Ramos)~~13, ~~payable~~2023 inand ~~installments~~incorporated inherein ~~accordance~~by ~~with the Company’s payroll practices over the applicable severance period~~reference.

~~The foregoing~~Item ~~summary~~3.01 ofNotice ~~the principal terms~~ of ~~the~~Delisting ~~Amendments~~or ~~does~~Failure ~~not purport~~ to beSatisfy ~~complete~~a ~~and~~Continued isListing ~~qualified~~Rule inor ~~its~~Standard; ~~entirety~~Transfer ~~by reference to the full copies~~ of ~~the Amendments filed hereto as Exhibits 10~~Listing.~~1, 10.2, and 10.3 and incorporated herein by reference.~~

~~Prior~~In toconnection with the ~~execution~~consummation of the Merger ~~Agreement~~, on ~~March~~April 1026, 2023, the ~~Compensation~~Company ~~Committee~~(i) ofnotified ~~the~~The ~~Company~~Nasdaq ~~Board,~~Stock ~~approved~~Market ~~letter~~LLC ~~agreements~~ (~~the~~ “~~Letter Agreements~~Nasdaq”) of ~~with~~the ~~our~~consummation ~~currently~~of ~~employed~~the ~~named~~Merger ~~executive~~and ~~officers~~(ii) torequested ~~provide~~that ~~the~~Nasdaq ~~executives~~(x) ~~with~~halt atrading ~~tax~~of ~~gross-up payment~~the inShares effective as of the ~~event~~evening of ~~any~~April 26, ~~excise~~2023 ~~taxes~~after ~~incurred~~market byclose and suspend trading in the ~~executives~~Shares ~~under~~prior ~~Section~~to ~~4999~~market ofopen on the ~~Internal~~morning ~~Revenue~~of ~~Code~~April of27, ~~1986~~2023, asand ~~amended~~ (y) file with the ~~“Code”)~~SEC a Notification of Removal from Listing and/or Registration on ~~payments~~Form ~~that~~25 to effect the ~~executives~~delisting ~~receive~~of inall ~~connection~~Shares ~~the~~from ~~Merger,~~Nasdaq ~~plus~~and ~~any~~the deregistration ~~federal,~~of ~~state~~such orShares ~~local~~under ~~taxes~~Section ~~incurred by~~12(b) of the ~~executives~~Securities ~~with~~Exchange ~~respect~~Act toof ~~such~~1934, ~~gross-up~~as ~~payments.~~amended ~~The~~(the ~~tax~~“Exchange ~~gross-up~~Act”). The ~~payments~~Company ~~are~~intends ~~subject~~ to file with the ~~terms~~SEC a Certification and ~~conditions~~Notice ~~specified in~~of Termination of Registration on Form 15 under the ~~Letter~~Exchange ~~Agreements~~Act, requesting ~~including~~ that the ~~maximum~~Company’s ~~gross-up~~reporting ~~payments~~obligations ~~that~~under ~~may~~Sections be13 ~~paid~~and to15(d) ~~all~~of ~~employees~~the isExchange ~~$15.0~~Act ~~million~~be suspended.

~~The foregoing~~Item ~~summary~~3.03 ofMaterial ~~the~~Modification ~~principal terms of the Letter Agreements does not purport~~ to beRights ~~complete and is qualified in its entirety by reference to the full copies~~ of ~~the~~Security ~~Letter Agreements filed hereto as Exhibits 10~~Holders.~~4, 10.5, and 10.6 and incorporated herein by reference.~~

The information contained in the Introductory Note and in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

At the Effective Time, holders of Shares immediately prior to such time ceased to have any rights as stockholders of the Company (other than their right to receive the Offer Price for each Share held, pursuant to the Merger Agreement).

Item 5.01

Changes in Control of Registrant.

At the Effective Time, the Company became a wholly-owned subsidiary of Parent.

The information contained in the Introductory Note and in Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Directors

In accordance with the Merger Agreement, at the Effective Time, each of the directors of the Company (Ashleigh Palmer; Avery Catlin; Rita Jain; John Jenkins; Wayne Pisano; and Nancy Wysenski) resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof. These resignations were in connection with the Merger and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies or practices.

As of the Effective Time, in accordance with the Merger Agreement, Michael Tolpa, the sole director of Purchaser immediately prior to the Effective Time, became the sole director of the Company as the surviving corporation. After the Effective Time, Aventis, Inc., as the sole stockholder of the Company (“Aventis”), passed resolutions appointing Olivier Bogillot and Debora C. Pellicano as the sole directors of the Company.

Officers

As of the Effective Time, in accordance with the Merger Agreement, Michael Tolpa, the President and sole officer of Purchaser immediately prior to the Effective Time became the President and sole officer of the Company as the surviving corporation. After the Effective Time but before Aventis passed the resolutions described above, Michael Tolpa, as the sole director of the Company, passed resolutions appointing (or confirming the continued appointment of) the following individuals as officers of the Company: (i) Olivier Bogillot, President, (ii) Debora Pellicano, Vice President, Chief Financial Officer, (iii) Francisco Leon, Chief Scientific Officer, (iv) Eleanor L. Ramos, Chief Medical Officer, (v) Jason Hoitt, Chief Commercial Officer, (vi) Benedict Osorio, Chief Quality Officer, (vii) Christina Yi, Chief Operations Officer, (viii) Jamie Haney, Secretary, (ix) Stacy Apgar, Assistant Secretary and (x) Michael Tolpa, Treasurer.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

OnPursuant ~~March~~to 9,the ~~2023,~~terms of the ~~Company~~Merger ~~Board~~Agreement, ~~approved~~as of the Effective Time, the Company’s ~~Amended~~second amended and ~~Restated~~restated ~~Bylaws~~certificate ~~(as~~of soincorporation was amended and restated, ~~the~~in ~~“Amended Bylaws”),~~its ~~effective as of such date. Among other matters~~entirety, and the ~~Amended~~Company’s ~~Bylaws~~amended ~~update~~and ~~certain~~restated ~~procedural~~bylaws ~~requirements~~were ~~related~~amended ~~to director~~and ~~nominations~~restated ~~by stockholders~~ in ~~light~~their entirety. Copies of the ~~recently~~third ~~adopted~~amended ~~“universal~~and ~~proxy”~~restated ~~rules~~certificate of ~~the~~incorporation ~~SEC~~ and ~~reflect~~second ~~certain other~~amended ~~administrative~~and ~~changes~~restated ~~resulting~~bylaws ~~from~~are ~~the~~filed ~~“universal~~as ~~proxy”~~Exhibits ~~rules~~3.1 and 3.2, respectively, and ~~recent~~are ~~amendments~~incorporated toherein ~~the~~by ~~DGCL~~reference.

With respect to stockholder nominees to the Company Board, updates to the Amended Bylaws provide, among other things, that stockholders must appear at the stockholder meeting to present a nomination or other business and a prohibition on additional or substitute nominations following the expiration of the time periods set forth in the Amended Bylaws for timely written notice. Additional changes to the Amended Bylaws include (i) removing the requirement for the Company to produce and keep for inspection by any stockholder at the time and place of a meeting of stockholders a complete list of the stockholders entitled to vote at such meeting, (ii) setting forth additional requirements regarding the information stockholders must submit and representations stockholders must make in connection with providing advance notice of stockholder meeting proposals and director nominations, (iii) providing that notice of an adjourned meeting shall be given in accordance with the DGCL, and (iv) requiring that a stockholder comply with the requirements of the SEC’s newly adopted Rule 14a-19, as applicable.

The foregoing is not a complete description of the Amended Bylaws and is qualified in its entirety by reference to the full text and terms of the Amended Bylaws, a copy of which is attached hereto as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01 Other Events.

On March 13, 2023, the Company and Parent issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

*****

Additional Information and Where to Find It

The tender offer referenced in this Current Report on Form 8-K has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Provention, nor is it a substitute for the tender offer materials that Parent and its acquisition subsidiary will file with the U.S. Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer. At the time the tender offer is commenced, Parent and its acquisition subsidiary will file a tender offer statement on Schedule TO, and Provention will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. The tender offer statement on Schedule TO (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement will contain important information. HOLDERS OF SHARES OF PROVENTION ARE URGED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT PROVENTION STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of Provention at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s web site at www.sec.gov. Additional copies may be obtained for free by contacting Kristen Kelleher, Investor Relations, at kkelleher@proventionbio.com, or on Provention’s website, www.proventionbio.com.

In addition to the Solicitation/Recommendation Statement, Provention files annual, quarterly and special reports and other information with the SEC. You may read and copy any reports or other information filed by Provention at the SEC public reference room at 100 F. Street, N.E., Washington D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. Provention’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those implied by the forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of Provention and members of its senior management team and can typically be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,” “continue,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,” “seek,” “anticipate,” “project” and similar expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the proposed transaction, similar transactions, prospective performance, future plans, events, expectations, performance, objectives and opportunities and the outlook for Provention’s business; the commercial success of Provention’s products; the potential benefits of the potential acquisition; the anticipated timing of clinical data; the possibility of unfavorable results from clinical trials; the timing of and receipt of filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Provention’s stockholders will tender their stock in the offer; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the effects of the transaction (or the announcement thereof) on relationships with associates, customers, manufacturers, suppliers, other business partners or governmental entities or patient groups; transaction costs; the risk that the merger will divert management’s attention from Provention’s ongoing business operations; changes in Provention’s businesses during the period between now and the closing; risks associated with litigation; failure to maintain FDA approval for TZIELD; uncertainties that the planned commercial launch in the U.S. for TZIELD is successful in part or at all for various reasons including the actual market size and drug supply needed may not be consistent with Provention’s expectations and its executed commercial readiness plans; uncertainties as to the degree to which TZIELD is accepted by patients and prescribed by physicians; uncertainties as to the efficiency of Provention’s manufacturing, sales, distribution and specialty pharmacy network in getting TZIELD to the market and future economic, competitive, reimbursement and regulatory conditions that could negatively impact the commercial launch of TZIELD; risks that the post-marketing commitment studies for TZIELD may not yield data consistent with prior results; the risk that TZIELD may cause undesirable side effects that could limit its commercial potential; the possibility that Provention is not able to execute on its business plans including meeting its expected or planned regulatory milestones and timelines, clinical development plans and successfully bringing its product candidates to market, for various reasons, including factors outside of Provention’s control, such as possible limitations of Provention’s financial and other resources, competition, manufacturing limitations that may not be anticipated or resolved for in a timely manner or at all, and regulatory, court or agency decisions, such as decisions by the United States Patent and Trademark Office with respect to patents that cover its product candidates, the potential for noncompliance with FDA regulations; the potential impacts of COVID-19 on Provention’s business and financial results; changes in law, regulations, or interpretations and enforcement of regulatory guidance; uncertainties of patent protection and litigation; competition, other risks and uncertainties detailed from time to time in documents filed with the SEC by Provention, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9 to be filed by Provention. As with any pharmaceutical under development, there are significant risks in the development, regulatory approval, and commercialization of new products. All forward-looking statements are based on information currently available to Provention, and Provention assumes no obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by applicable law. The information set forth herein speaks only as of the date hereof.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of March 12, 2023, among the Company, Parent and Purchaser (pursuant to Item 601(a)(5) of Regulation S-K, the Company hereby agrees to supplementally furnish to the SEC upon request any omitted schedule or exhibit to the Agreement and Plan of Merger).
2.1*		Agreement and Plan of Merger, dated as of March 12, 2023, among the Company, Parent and Purchaser (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 13, 2023).
3.1		Third Amended and Restated ~~Bylaws~~Certificate of ~~Provention~~Incorporation ~~Bio,~~(filed ~~Inc~~herewith).~~, as adopted on March 9, 2023~~
10.1		Second Amendment to First Amended Employment Agreement, dated March 9, 2023, by and between the Company and Ashleigh Palmer.
3.2		Second Amended and Restated Bylaws (filed herewith).
10.2		Second Amendment to Employment Agreement, dated March 9, 2023, by and between the Company and Thierry Chauche.
10.3		Second Amendment to First Amended Employment Agreement, dated March 9, 2023, by and between the Company and Eleanor Ramos.
10.4		Letter Agreement, dated March 12, 2023, by and between the Company and Ashleigh Palmer.
10.5		Letter Agreement, dated March 12, 2023, by and between the Company and Thierry Chauche.
10.6		Letter Agreement, dated March 12, 2023, by and between the Company and Eleanor Ramos.
99.1		Joint Press Release, dated March 12, 2023, issued by the Company and Parent.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Certain exhibits and the schedules to the Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(b)(2)(ii) of Regulation S-K. Pursuant to Item 601(a)(5) of Regulation S-K, the Company hereby agrees to supplementally furnish to the SEC upon request any omitted schedule or exhibit to the Agreement and Plan of Merger.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Provention Bio, Inc. By: /s/ ~~Thierry~~Michael ~~Chauche~~Tolpa ~~Thierry~~Name: ~~Chauche~~Michael ~~Chief~~Tolpa ~~Financial~~Title: ~~Officer~~Treasurer

Dated: ~~March~~April 1327, 2023

Filing Compare · Provention Bio, Inc.