Wayne Pisano - 27 Apr 2023 Form 4 Insider Report for Provention Bio, Inc.

Footnote F1

This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 12, 2023, by and among the Issuer, Sanofi S.A. ("Parent"), and Zest Acquisition Sub, Inc., an indirect wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer ("Company Common Stock") and thereafter merged with and into the Issuer (the "Merger") effective as of April 27, 2023 (the "Effective Time"). At the Effective Time, each issued and outstanding share of Company Common Stock was cancelled and converted into the right to receive $25.00 in cash (the "Offer Price") without interest and subject to applicable withholding of taxes.

Footnote F2

Pursuant to the actions of the board of directors of the Issuer and in accordance with the terms of the Merger Agreement, at the Effective Time, each option to purchase shares of Company Common Stock granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full.

Footnote F3

As of the Effective Time, each Company Stock Option that was outstanding and vested immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option became entitled to receive in consideration of the cancellation of such Company Stock Option, an amount in cash (without interest and less applicable tax withholdings) equal to the product of (x) the total number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per share of Company Common Stock under such Company Stock Option.