Item 1.01. Entry into a Material Definitive Agreement.

On February 2, 2023, Provention Bio, Inc., a Delaware corporation (the "Company") entered into a First Amendment to Loan and Security Agreement (the "Amendment") with the financial institutions party thereto from time to time as lenders (the "Lenders") and Hercules Capital, Inc., a Maryland corporation, which amends certain terms of the Loan and Security Agreement, dated August 31, 2022 (the "Loan Agreement"). The Amendment amends and restates the definition of "Term Loan Interest Rate" to mean, for any day, a per annum rate of interest equal to the greater of either (i) the prime rate as reported in The Wall Street Journal plus 2.20% and (ii) 8.20%.

Additionally, on February 2, 2023, the Company drew down the $40 million second tranche (the "Second Tranche") available under the Loan Agreement.

In connection with the drawdown under the Second Tranche, the Company issued warrants to the Lenders to acquire 93,457 shares of the Company's common stock at an exercise price per share equal to $8.56 (the "Warrants"). The Warrants may be exercised on a cashless basis and are exercisable for a term beginning on the date of issuance and ending on the earlier to occur of seven years from the date of issuance or the consummation of certain acquisitions of the Company as set forth in the Warrants. The number of shares for which each Warrant is exercisable and the associated exercise price are subject to certain customary proportional adjustments for fundamental events, including stock splits and reverse stock splits, as set forth in the Warrants.

The foregoing descriptions of the Amendment and the Warrants contained herein do not purport to be complete and are qualified in their entirety by reference to the complete text of the Amendment and the form of Warrant Agreement to be filed with the Securities and Exchange Commission in connection with its Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Item 2.03 Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information in Item 1.01 above relating to the Loan Agreement and the Amendment are incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information in Item 1.01 above relating to the Warrants is incorporated by reference into this Item 3.02.

The issuance of the Warrants was made in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibit is furnished with this report: Exhibit No. Description





Exhibit No.   Description

104           Cover Page Interactive Data File (formatted as Inline XBRL)

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