PROVENTION BIO, INC. : Unregistered Sale of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

As previously reported in a Current Report on Form 8-K filed on October 6, 2022, on October 4, 2022, Provention Bio, Inc. (the "Company") and Aventis Inc., a fully-owned subsidiary of Sanofi ("Sanofi") entered into a Securities Purchase Agreement (the "Purchase Agreement") pursuant to which Sanofi agreed to purchase $35 million of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a purchase price per share equal to 140% of the daily volume-weighted average per share price of the Common Stock for the five consecutive trading days prior to the closing date.

On February 9, 2023, the Company elected to proceed with the closing, and on February 10, 2023, Sanofi purchased 2,712,497 shares of Common Stock at a price of $12.9032 per share, for an aggregate purchase price of approximately $35 million.

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

Item 7.01 Regulation FD Disclosure.

On February 13, 2023 the Company issued a press release announcing the closing of Sanofi's purchase of Common Stock pursuant to the Purchase Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibit is furnished with this report:

Exhibit No.   Description

99.1            Press Release issued by Provention Bio, Inc. on February 13,
              2023

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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