0001493152-18-009697.txt : 20180703 0001493152-18-009697.hdr.sgml : 20180703 20180703183557 ACCESSION NUMBER: 0001493152-18-009697 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180703 FILED AS OF DATE: 20180703 DATE AS OF CHANGE: 20180703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gray Cameron CENTRAL INDEX KEY: 0001590583 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38552 FILM NUMBER: 18938900 MAIL ADDRESS: STREET 1: 675 W. KENDALL STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Provention Bio, Inc. CENTRAL INDEX KEY: 0001695357 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: P.O. BOX 666 CITY: OLDWICK STATE: NJ ZIP: 08858 BUSINESS PHONE: 908-428-9136 MAIL ADDRESS: STREET 1: P.O. BOX 666 CITY: OLDWICK STATE: NJ ZIP: 08858 FORMER COMPANY: FORMER CONFORMED NAME: Provention Inc. DATE OF NAME CHANGE: 20170120 3 1 form3.xml X0206 3 2018-07-03 0 0001695357 Provention Bio, Inc. PRVB 0001590583 Gray Cameron C/O PROVENTION BIO, INC. P.O. BOX 666 OLDWICK NJ 08858 1 0 0 0 Common Stock, par value $0.0001 per share 1080000 D Warrant (right to buy) 2.50 2017-04-25 2024-04-25 Series A Preferred Stock 144824 D Upon consummation of the initial public offering of Provention Bio, Inc. (the "Issuer"), each share of Series A Preferred Stock will automatically convert into one share of Common Stock, par value $0.0001 per share ("Common Stock") and the Warrant will automatically convert into a warrant to purchase Common Stock. Please see the Issuer's Registration Statement filed with the Securities Exchange Commission on Form S-1 (file no. 333-224801) for a complete description of the rights and preferences of the Series A Preferred Stock and Warrants. Exhibit List - Exhibit 24 - Power of Attorney /s/ Andrew Drechsler, as attorney-in-fact 2018-07-03 EX-24 2 ex24.htm

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Andrew Drechsler, Irina Ishak and Stephen Zapf his true and lawful attorney-in-fact to:

	1.	execute for and on behalf of the undersigned Schedules 13D and 13G, Form ID, and Forms 3, 4 and 5 in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder;

	2.	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Schedules 13D or 13G, Form ID application for EDGAR codes, and Forms 3, 4 or 5, and the timely filing of such Forms with the United States Securities and Exchange Commission and any other authority; and

	3.	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, including, without limitation, the execution and filing of a Form 4 with respect to a transaction which may be reported on a Form 5, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully and to all intents and purposes as he might or could do in person, with full power of substitution and resubstitution, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13 and 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Schedules 13D and 13G and Forms 3, 4 and 5 in accordance with Sections 13 and 16(a) of the Exchange Act and the rules thereunder with respect to the undersigned's holdings of and transactions in securities issued by Provention Bio Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of January, 2018.

		/s/ Cameron Gray
	By:	Cameron Gray