UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 1, 2022, Dr. Jeffrey Bluestone resigned from the Board of Directors (the “Board”) of Provention Bio, Inc. (the “Company”), effective immediately. Dr. Bluestone did not serve on any of the committees of the Board. His departure is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
In connection with Dr. Bluestone’s resignation, the Board decreased its size to six directors.
In connection with his resignation, Dr. Bluestone entered into a Scientific Advisor Agreement (the “Agreement”) with the Company under which Dr. Bluestone shall be a scientific advisor to the Company through the earlier of (a) the business day before the Company’s next annual meeting of stockholders and (b) May 17, 2023 (“Termination Date”). Pursuant to the Agreement, the 33,000 stock options granted to Dr. Bluestone on May 17, 2022 shall fully vest on the Termination Date.
The foregoing description of the principal terms of the Agreement is a general description only, does not purport to be complete, and is qualified in its entirety by reference to the terms of the Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibit is furnished with this report:
| Exhibit No. | Description | |
| 10.1 | Scientific Advisor Agreement, dated June 1, 2022, between Provention Bio, Inc. and Jeffrey Bluestone | |
| 99.1 | Press Release issued by Provention Bio on June 3, 2022 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURE
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.
| Date: June 3, 2022 | ||
| Provention Bio, Inc. | ||
| By: | /s/ Thierry Chauche | |
| Thierry Chauche | ||
| Chief Financial Officer | ||