ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 6, 2017, Revance Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with the selling stockholders named in Schedule I(a) thereto (the “Selling Stockholders”) and Goldman Sachs & Co. LLC and Cowen and Company, LLC, representatives of the several underwriters named in Schedule I thereto (the
“Underwriters”) relating to the offering, issuance and sale (the “Offering”) of 5,338,709 shares of the Company’s common stock, par value $0.001 per share, at a price to the public of $31.00 per share. Of the shares being
offered, 4,838,709 shares are being issued and offered by the Company, and an aggregate of 500,000 shares are being offered by the Selling Stockholders. Under the terms of the Underwriting Agreement, the Company and the Selling Stockholders also
granted the Underwriters a
30-day
option to purchase up to an aggregate of 800,806 additional shares of Common Stock from the Company and the Selling Stockholders, in each case, at the public offering price of
$31.00 per share, less underwriting discounts and commissions.
The gross proceeds to the Company from the Offering, excluding any exercise by the
Underwriters of their
30-day
option to purchase additional shares, are expected to be approximately $150 million before deducting underwriting discounts, commissions and other estimated offering expenses
payable by the Company. The Company will not receive any proceeds from the sale of any shares by the Selling Stockholders. The Offering is expected to close on or about December 11, 2017, subject to customary closing conditions. The shares of
common stock sold in the Offering will be listed on The Nasdaq Global Market.
The Offering is being made pursuant to the Company’s effective shelf
registration statement on Form
S-3ASR
(Registration
No. 333-221911)
(the “Registration Statement”), which was filed with the Securities and Exchange
Commission (the “SEC”) and became automatically effective on December 5, 2017. The Company filed a final prospectus supplement on December 7, 2017, relating to the issuance and sale of the shares with the SEC.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company and the Selling Stockholders, customary conditions to
closing, indemnification obligations of the Company, the Selling Stockholders and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The
representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations
agreed upon by the contracting parties.
The Company is party to a sales agreement with Cowen and Company, LLC pursuant to which it has acted, and may in
the future act, as agent and/or principal in connection with the issuance and sale of shares of the Company’s common stock from time to time in
“at-the-market”
offerings.
The Underwriting Agreement is filed
as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the
legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto.
This Current Report does not constitute an offer to
sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of
any such state or jurisdiction. Any offer, if at all, will be made only by means of the prospectus supplement and the accompanying prospectus, forming a part of the effective Registration Statement.
Forward-Looking Statements
This Current Report
contains “forward-looking” statements, including, without limitation, all statements related to the completion, timing and size of the Offering. Any statements contained in this report that are not statements of historical fact may be
deemed to be forward-looking statements. Words such as “expected,” “will” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon the Company’s current
expectations. Forward-looking statements involve risks and uncertainties. The Company’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and
uncertainties, which include, without limitation, risks related to market conditions and the satisfaction of customary closing conditions related to the Offering. There can be no assurance that the Company will be able to complete the Offering on
the anticipated terms, or at all. Additional risks and uncertainties relating to the Company and its business can be found under the heading “Risk Factors” in the final prospectus supplement related to the Offering filed with the SEC on
December 7, 2017. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard
thereto or any change in events, conditions or circumstances on which any such statements are based.