0001493152-18-010247.txt : 20180720 0001493152-18-010247.hdr.sgml : 20180720 20180719193320 ACCESSION NUMBER: 0001493152-18-010247 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180720 DATE AS OF CHANGE: 20180719 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90545 FILM NUMBER: 18961289 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MDB CAPITAL GROUP LLC CENTRAL INDEX KEY: 0001069174 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 WILSHIRE BLVD SUITE 1750 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 3109175656 MAIL ADDRESS: STREET 1: 100 WILSHIRE BLVD SUITE 1750 CITY: SANTA MONICA STATE: CA ZIP: 90401 SC 13D/A 1 formsc13da.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

SCHEDULE 13D/A

(Amendment No. 1)

 

(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 19, 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).

 

 

 

   
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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 California

 

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)       4.4%

 

14)

TYPE OF REPORTING PERSON                                             BD

 

 

1. Includes 274,289 shares of Common Stock issuable under warrants issued on April 25, 2017 and exercisable within 60 days. Does not include 1,596,956 shares of Common Stock issuable under warrants issued on July 19, 2018 and not exercisable within 60 days.

 

   
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This Amendment No. 1 to Schedule 13D (this “Amendment”) amends the Schedule 13D originally filed by MDB Capital Group LLC (the “Reporting Person”) with the Securities and Exchange Commission on July 3, 2018 (as amended, this “Schedule 13D”). The purpose of this Amendment is report that on July 19, 2018, the Reporting Person ceased to be the beneficial owner of more than five percent of the Issuer’s Common Stock (as those terms are defined below).

 

ITEM 1. SECURITY AND ISSUER.

 

The class of equity securities to which 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 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) Not applicable.

 

(d) Not applicable.

 

(e) Not applicable.

 

(f) Not applicable.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.

 

Not applicable.

 

ITEM 4. PURPOSE OF TRANSACTION.

 

Not applicable.

 

ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.

 

(a) As of July 19, 2018, the Reporting Person beneficially owned 1,645,289 shares of the Issuer’s Common Stock (not including 1,596,956 shares of Common Stock issuable under warrants not exercisable within 60 days), representing approximately 4.4% of the shares of the Issuer’s Common Stock issued and outstanding as of such date. The percentage is based on 37,351,562 shares issued and outstanding of the Issuer.

 

   
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(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) July 19, 2018.

 

ITEM 6. CONTRACTS, ARRANGEMENTS UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

 

Not applicable.

 

ITEM 7.MATERIAL TO BE FILED AS EXHIBITS.

 

None.

 

   
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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 19, 2018 MDB CAPITAL GROUP LLC
   
  By: /s/ Christopher Marlett
  Name: Christopher Marlett
  Title: Authorized Officer