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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