--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-23-013783" form_type: "8-K" ticker: null cik: "0001695357" company_name: "Provention Bio, Inc." filed_at: "2023-04-27T23:59:59+00:00" generated_at: "2026-06-16T09:07:32.070164+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Sanofi completes acquisition of Provention Bio for $25.00 per share ## Summary - Tender offer expired with 74,490,556 shares tendered (~73% of outstanding); all accepted at $25.00 per share. - Merger completed under DGCL Section 251(h); each share converted to cash $25.00, net of withholding. - All outstanding Company Stock Options cancelled; holders receive cash for excess of $25.00 over exercise price. - Board replaced; Michael Tolpa, Olivier Bogillot, Debora Pellicano appointed directors; new officers named. - Company requested Nasdaq halt and delist; intends to deregister shares under Exchange Act. ## SEC filing metadata - accession: 0001493152-23-013783 - form_type: 8-K - cik: 0001695357 - company_name: Provention Bio, Inc. - filed_at: 2023-04-27T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1695357/000149315223013783/0001493152-23-013783-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1695357/000149315223013783/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-23-013783 - JSON: https://secwatch.observer/filing/0001493152-23-013783.json - Plain text: https://secwatch.observer/filing/0001493152-23-013783.txt ## Key facts - Executive change Rita Jain resigned as Director at Provention Bio, Inc.. - Action: resigned - Role: Director source text: each of the directors of the Company (Ashleigh Palmer; Avery Catlin; Rita Jain; John Jenkins; Wayne Pisano; and Nancy Wysenski) resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/1695357/000149315223013783/0001493152-23-013783-index.htm - Executive change Michael Tolpa was appointed as Director at Provention Bio, Inc.. - Action: appointed - Role: Director source text: Michael Tolpa, the sole director of Purchaser immediately prior to the Effective Time, became the sole director of the Company as the surviving corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1695357/000149315223013783/0001493152-23-013783-index.htm - Executive change Eleanor L. Ramos was appointed as Chief Medical Officer at Provention Bio, Inc.. - Action: appointed - Role: Chief Medical Officer source text: (iv) Eleanor L. Ramos, Chief Medical Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1695357/000149315223013783/0001493152-23-013783-index.htm - Executive change Olivier Bogillot was appointed as President at Provention Bio, Inc.. - Action: appointed - Role: President source text: (i) Olivier Bogillot, President evidence_url: https://www.sec.gov/Archives/edgar/data/1695357/000149315223013783/0001493152-23-013783-index.htm - Executive change Francisco Leon was appointed as Chief Scientific Officer at Provention Bio, Inc.. - Action: appointed - Role: Chief Scientific Officer source text: (iii) Francisco Leon, Chief Scientific Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1695357/000149315223013783/0001493152-23-013783-index.htm - Executive change Stacy Apgar was appointed as Assistant Secretary at Provention Bio, Inc.. - Action: appointed - Role: Assistant Secretary source text: (ix) Stacy Apgar, Assistant Secretary evidence_url: https://www.sec.gov/Archives/edgar/data/1695357/000149315223013783/0001493152-23-013783-index.htm - Executive change Nancy Wysenski resigned as Director at Provention Bio, Inc.. - Action: resigned - Role: Director source text: each of the directors of the Company (Ashleigh Palmer; Avery Catlin; Rita Jain; John Jenkins; Wayne Pisano; and Nancy Wysenski) resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/1695357/000149315223013783/0001493152-23-013783-index.htm - Executive change John Jenkins resigned as Director at Provention Bio, Inc.. - Action: resigned - Role: Director source text: each of the directors of the Company (Ashleigh Palmer; Avery Catlin; Rita Jain; John Jenkins; Wayne Pisano; and Nancy Wysenski) resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/1695357/000149315223013783/0001493152-23-013783-index.htm - Executive change Michael Tolpa was appointed as President at Provention Bio, Inc.. - Action: appointed - Role: President source text: Michael Tolpa, the President and sole officer of Purchaser immediately prior to the Effective Time became the President and sole officer of the Company as the surviving corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1695357/000149315223013783/0001493152-23-013783-index.htm - Executive change Benedict Osorio was appointed as Chief Quality Officer at Provention Bio, Inc.. - Action: appointed - Role: Chief Quality Officer source text: (vi) Benedict Osorio, Chief Quality Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1695357/000149315223013783/0001493152-23-013783-index.htm - Executive change Wayne Pisano resigned as Director at Provention Bio, Inc.. - Action: resigned - Role: Director source text: each of the directors of the Company (Ashleigh Palmer; Avery Catlin; Rita Jain; John Jenkins; Wayne Pisano; and Nancy Wysenski) resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/1695357/000149315223013783/0001493152-23-013783-index.htm - Executive change Debora Pellicano was appointed as Vice President, Chief Financial Officer at Provention Bio, Inc.. - Action: appointed - Role: Vice President, Chief Financial Officer source text: (ii) Debora Pellicano, Vice President, Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1695357/000149315223013783/0001493152-23-013783-index.htm - Executive change Jamie Haney was appointed as Secretary at Provention Bio, Inc.. - Action: appointed - Role: Secretary source text: (viii) Jamie Haney, Secretary evidence_url: https://www.sec.gov/Archives/edgar/data/1695357/000149315223013783/0001493152-23-013783-index.htm - Executive change Jason Hoitt was appointed as Chief Commercial Officer at Provention Bio, Inc.. - Action: appointed - Role: Chief Commercial Officer source text: (v) Jason Hoitt, Chief Commercial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1695357/000149315223013783/0001493152-23-013783-index.htm - Executive change Ashleigh Palmer resigned as Director at Provention Bio, Inc.. - Action: resigned - Role: Director source text: each of the directors of the Company (Ashleigh Palmer; Avery Catlin; Rita Jain; John Jenkins; Wayne Pisano; and Nancy Wysenski) resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/1695357/000149315223013783/0001493152-23-013783-index.htm - Executive change Debora Pellicano was appointed as Director at Provention Bio, Inc.. - Action: appointed - Role: Director source text: Aventis, Inc., as the sole stockholder of the Company (“Aventis”), passed resolutions appointing Olivier Bogillot and Debora C. Pellicano as the sole directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1695357/000149315223013783/0001493152-23-013783-index.htm - Executive change Christina Yi was appointed as Chief Operations Officer at Provention Bio, Inc.. - Action: appointed - Role: Chief Operations Officer source text: (vii) Christina Yi, Chief Operations Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1695357/000149315223013783/0001493152-23-013783-index.htm - Executive change Avery Catlin resigned as Director at Provention Bio, Inc.. - Action: resigned - Role: Director source text: each of the directors of the Company (Ashleigh Palmer; Avery Catlin; Rita Jain; John Jenkins; Wayne Pisano; and Nancy Wysenski) resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/1695357/000149315223013783/0001493152-23-013783-index.htm - Executive change Michael Tolpa was appointed as Treasurer at Provention Bio, Inc.. - Action: appointed - Role: Treasurer source text: (x) Michael Tolpa, Treasurer evidence_url: https://www.sec.gov/Archives/edgar/data/1695357/000149315223013783/0001493152-23-013783-index.htm - Executive change Olivier Bogillot was appointed as Director at Provention Bio, Inc.. - Action: appointed - Role: Director source text: Aventis, Inc., as the sole stockholder of the Company (“Aventis”), passed resolutions appointing Olivier Bogillot and Debora C. Pellicano as the sole directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1695357/000149315223013783/0001493152-23-013783-index.htm - M&A Transactions Provention Bio, Inc. underwent a change of control involving Sanofi S.A. for $25.00 per Share (closed 2023-04-27). - Action: change of control - Counterparty: Sanofi S.A. - Consideration: $25.00 per Share - Closing: 2023-04-27 source text: a tender offer (the “Offer”) to purchase all of the issued and outstanding shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company at a price of $25.00 per Share, to the seller in cash, without interest, but subject to any applicable withholding of taxes (the “Offer Price”) upon the terms and subject to the conditions set forth evidence_url: https://www.sec.gov/Archives/edgar/data/1695357/000149315223013783/0001493152-23-013783-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.