Filing Details
- Accession Number:
- 0001493152-18-009681
- Form Type:
- 13D Filing
- Publication Date:
- 2018-07-03 17:00:42
- Filed By:
- Mdb Capital Group Llc
- Company:
- Provention Bio Inc.
- Filing Date:
- 2018-07-03
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| MDB Capital Group | 1,645,289 | 1,645,289 | 11 | 1,645,289 | 16.0% |
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)
Provention Bio, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
74374N 102
(CUSIP Number)
Andrew D. Hudders, Esq.
Golenbock Eiseman Assor Bell & Peskoe LLP,
711 Third Avenue, New York, New York 10017
(212-907-7300)
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July
3, 2018
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO.: 74374N 102
1) | NAME OF REPORTING PERSON
MDB Capital Group LLC |
2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) [ ] | |
(b) [ ] | |
3) | SEC Use Only
|
4) | SOURCE OF FUNDS WC
|
5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
|
6) | CITIZENSHIP OR PLACE OF ORGANIZATION State of Texas
|
NUMBER OF SHARES | 7) | SOLE VOTING POWER 1,645,2891 |
BENEFICIALLY OWNED BY | 8) | SHARED VOTING POWER
|
| EACH REPORTING | 9) | SOLE DISPOSITIVE POWER 1,645,289
|
PERSON WITH | 10) | SHARED DISPOSITIVE POWER
|
| 11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,645,2891
|
12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.0%
|
14) | TYPE OF REPORTING PERSON BD
|
| 1. | Includes 274,289 shares of Common Stock issuable under warrants exercisable within 60 days. |
| ITEM 1. | SECURITY AND ISSUER. |
The class of equity securities to which this Statement of Schedule 13D (this “Schedule 13D”) relates is shares of common stock, $0.0001 par value (the “Common Stock”) of Provention Bio, Inc., a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is P.O. Box 666, Oldwick, NJ 08858.
| ITEM 2. | IDENTITY AND BACKGROUND. |
(a) This Schedule 13D is being filed by MDB Capital Group LLC (the “Reporting Person”).
(b) The Reporting Person’s principal business address is 2425 Cedar Springs Road,
Dallas, Texas 75201. The principal officer of the Reporting Person is Christopher Marlett, who holds the position of Chief Executive Officer.
(c) The Reporting Person is a registered broker-dealer and investment firm, with a focus on development stage technology companies.
(d) During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, none of the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or as a result of such a proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The Reporting Person is a limited liability company, formed under the laws of the State of Texas.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION. |
The securities were acquired by the Reporting Person through its working capital, except for a warrant exercisable for 274,289 shares of Common Stock, which was issued to the Reporting Person as compensation for acting as placement agent in connection with the Issuer’s April 2017 private placement of preferred stock.
| ITEM 4. | PURPOSE OF TRANSACTION. |
The securities were acquired for investment purposes. The Reporting Person intends to review its investment in the Issuer on a continuing basis and will routinely monitor a wide variety of investment considerations, including, without limitation, current and anticipated future trading prices for the Common Stock, the Issuer’s financial position, operations, assets, prospects, strategic direction and business and other developments affecting the Issuer. The Reporting Person may from time to time take such actions with respect to its investment in the Issuer as it deems appropriate, including, without limitation, (i) acquiring additional shares or disposing of some or all of its shares of Common Stock (or other securities of the Issuer); (ii) changing its current intentions with respect to any or all matters referred to in this Item 4; and/or (iii) engaging in hedging, derivative or similar transactions with respect to any securities of the Issuer. Any acquisition or disposition of the Issuer’s securities may be made by means of open-market purchases or dispositions, privately negotiated transactions, direct acquisitions from or dispositions to the Issuer.
As a matter of disclosure, a minority owner of the Reporting Person and an employee of the Reporting Person are both directors and shareholders of the Issuer, however neither possess either voting nor dispositive power over the shares of Common Stock beneficially owned by the Reporting Person.
At the date of this Schedule 13D, except as set forth in this Schedule 13D, the Reporting Person does not have any plans or proposals which would result in:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, except that the Reporting Person is currently acting as the underwriter in connection with the Issuer’s proposed initial public offering (the “IPO”) of up to 15,000,000 shares of Common Stock, pursuant to which, upon closing of the IPO, the Reporting Person will receive a warrant to purchase shares of the Issuer’s Common Stock in an amount equal to 10% of the shares of Common Stock sold in the IPO;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, other than the IPO;
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or fill any existing vacancies on the board, except in the context of adding directors to meet listing requirements of a national securities exchange;
(e) Any material change in the present capitalization or dividend policy of the Issuer, except in the connection with the IPO;
(f) Any other material change in the Issuer’s business or corporate structure, except in in connection with the IPO;
(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person, except in connection with the IPO;
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1940; or
(j) Any action similar to any of those actions enumerated above, except in connection with the IPO.
| ITEM 5. | INTERESTS IN SECURITIES OF THE ISSUER. |
(a) As of July 3, 2018, the Reporting Person beneficially owned 1,645,289 shares of the Issuer’s Common Stock, representing approximately 16.0% of the shares of the Issuer’s Common Stock issued and outstanding as of such date. The percentage is based on 10,000,000 shares issued and outstanding of the Issuer.
(b) The Reporting Person has the sole power to vote and to dispose of 1,645,289 shares of Common Stock.
(c) Not applicable.
(d) Not applicable
(e) Not applicable.
| ITEM 6. | CONTRACTS, ARRANGEMENTS UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
See the description of the Form of Warrant dated April 25, 2017, issued to MDB Capital Group LLC, filed as Exhibit 4.3 to the Issuer’s Registration Statement on Form S-1 (Registration No. 333-224801), as filed with the Securities and Exchange Commission on May 9, 2018, which is incorporated herein by reference.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated as of: July 3, 2018 | MDB CAPITAL GROUP LLC | |
| By: | /s/ Christopher Marlett | |
| Name: | Christopher Marlett | |
| Title: | Authorized Officer | |