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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___
Commission File No. 001-36297
Revance Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware77-0551645
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer Identification No.)

1222 Demonbreun Street, Suite 2000, Nashville, Tennessee, 37203
(Address, including zip code, of principal executive offices)

(615) 724-7755
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareRVNCNasdaq Global Market
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐Emerging growth company☐
Non-accelerated filer☐Smaller reporting company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐    No  ý
Number of shares outstanding of the registrant’s common stock, par value $0.001 per share, as of July 31, 2024: 104,823,331

Table of Contents

Page
PART I. FINANCIAL INFORMATION
Item 1.
Item 2.
Item 3.
Item 4.
PART II. OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.



DEFINED TERMS
Unless expressly indicated or the context requires otherwise, the terms “Revance,” “Company,” “we,” “us,” and “our,” in this Quarterly Report on Form 10-Q (this “Report”) refer to Revance Therapeutics, Inc., a Delaware corporation, and, where appropriate, its wholly-owned subsidiaries. We also have used several other terms in this Report, the condensed consolidated financial statements and accompanying notes included herein, most of which are explained or defined below.
“2014 EIP” means the Company’s 2014 Equity Incentive Plan.
“2014 ESPP” means the Company’s 2014 Employee Stock Purchase Plan.
“2014 IN” means the Company’s 2014 Inducement Plan.
“2022 ATM Agreement” means the Sales Agreement by and between Revance and Cowen, dated May 10, 2022.
“2027 Notes” means Revance’s 1.75% Convertible Senior Notes due 2027.
“ABPS” means Ajinomoto Althea, Inc., doing business as Ajinomoto Bio-Pharma Services, a contract development and manufacturing organization.
“ABPS Services Agreement” means the Technology Transfer, Validation and Commercial Fill/Finish Services Agreement by and between the Company and ABPS, dated March 14, 2017, as amended on December 18, 2020.
“Allergan” means Allergan, Inc.
“ASC” means the Accounting Standards Codification as set forth by the Financial Accounting Standards Board.
“ASU” means Accounting Standards Update issued by the FASB.
“Athyrium” means Athyrium Buffalo LP.
“ATM” means at-the-market offering program.
“BTRX” means Botulinum Toxin Research Associates, Inc.
“Consolidated Teoxane Distribution Net Product Sales” has the meaning set forth in the Note Purchase Agreement.
“consumers” means the patients of our aesthetic practice customers.
“Cowen” means Cowen and Company, LLC.
“CROs” means contract research organizations.
“DAXXIFY®” means (DaxibotulinumtoxinA-lanm) for injection.
“DAXXIFY® GL Approval” means the FDA approval in September 2022, of DAXXIFY® in the United States for the temporary improvement of moderate to severe glabellar lines in adults.
“DAXXIFY® GL Approval PSUs” means performance stock units that vested on the 6-month anniversary of the date of DAXXIFY® GL Approval.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
“FASB” means the Financial Accounting Standards Board.
“FDA” means the United States Food and Drug Administration.
“Fintech Platform” means OPUL® and the HintMD Platform.
“First Amendment” means the first amendment to the Note Purchase Agreement, by and among the Company, HintMD and Athyrium, dated August 8, 2023.
i

“First Tranche” means the Notes Payable issued to the Purchasers in an aggregate principal amount of $100.0 million on March 18, 2022.
“Fosun” means Shanghai Fosun Pharmaceutical Industrial Development Co., Ltd., a wholly-owned subsidiary of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.
“Fosun License Agreement” means the License Agreement by and between Revance and Fosun, dated December 4, 2018, as amended on February 15, 2020.
“Fosun Territory” means mainland China, Hong Kong and Macau.
“FY2023 Form 10-K” means our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 28, 2024.
“HintMD” means Hint, Inc., our wholly owned subsidiary.
“HintMD Plan” means the Hint, Inc. 2017 Equity Incentive Plan.
“HintMD Platform” means the legacy HintMD fintech platform.
“Indenture” means the indenture, by and between Revance and U.S. Bank National Association, as trustee, dated February 14, 2020.
“injector” means a professional licensed to inject our Products, including physicians.
“Maturity Date” means September 18, 2026, the maturity date of the Notes Payable set forth in the Note Purchase Agreement.
“neuromodulator” means injectable botulinum toxins and neurotoxins.
“NMPA” means China's National Medical Products Administration.
“Note Purchase Agreement” means the note purchase agreement by and between Revance; Athyrium, as administrative agent; the Purchasers, including Athyrium; and HintMD, as a guarantor, dated March 18, 2022.
“Notes Payable” means notes payable by Revance pursuant to the Note Purchase Agreement.
“NPA Effective Date” means the effective date of the Note Purchase Agreement, March 18, 2022.
“onabotulinumtoxinA biosimilar” means a biosimilar to the branded biologic product (onabotulinumtoxinA) marketed as BOTOX®.
“option counterparties” means capped call transactions with a purchaser and another financial institution.
“OPUL®” means the OPUL® Relational Commerce Platform.
“PAS” means prior approval supplement.
“PCI” means PCI Pharma Services, formerly known as Lyophilization Services of New England, Inc., which was acquired by PCI in December 2021.
“PCI Supply Agreement” means the Commercial Supply Agreement by and between Revance and PCI, dated April 6, 2021.
“Products” means DAXXIFY® and the RHA® Collection of dermal fillers.
“PSAs” means a performance stock award.
“PSUs” means a performance stock unit.
“Purchasers” means Athyrium and its successors and assigns.
“RHA® Collection of dermal fillers” means RHA® 2, RHA® 3 and RHA® 4, which have been approved by the FDA for the correction of moderate to severe dynamic facial wrinkles and folds; and RHA® Redensity.
ii

“RHA® Pipeline Products” means future hyaluronic acid filler advancements and products by Teoxane.
“RHA® Redensity” means a dermal filler, which has been approved by the FDA for the treatment of moderate to severe dynamic perioral rhytids (lip lines).
“RSAs” means restricted stock awards.
“RSUs” means restricted stock units.
“SEC” means the U.S. Securities and Exchange Commission.
“Second Tranche” means the Notes Payable issued to the Purchasers in an aggregate principal amount of $50.0 million on August 28, 2023.
“Securities Act” means the U.S. Securities Act of 1933, as amended.
“Services” means the Fintech Platform business.
“Service Segment” means the business that includes the development and commercialization of the Fintech Platform.
“Third Tranche” means the uncommitted tranche of additional Notes Payable in an aggregate amount of up to $150.0 million, which was available until March 31, 2024, subject to the satisfaction of certain conditions set forth in the Note Purchase Agreement.
“Teoxane” means Teoxane SA.
“Teoxane Agreement” means the exclusive distribution agreement by and between Revance and Teoxane, dated January 10, 2020, as amended on September 30, 2020, December 22, 2020 and December 22, 2022.
“U.S. GAAP” means U.S. generally accepted accounting principles.
“Viatris” means Viatris Inc., formerly known as Mylan Ireland Ltd.
“Viatris Agreement” means the Collaboration and License Agreement by Revance and Viatris, dated February 28, 2018, as amended on August 22, 2019.
“Viatris Territory” means world-wide (excluding Japan).
“Zero-cost Inventory” means DAXXIFY® inventory produced prior to the DAXXIFY® GL Approval in early September 2022, for which the related manufacturing costs were incurred and expensed to research and development expense prior to the FDA approval.
Revance®, the Revance logos, DAXXIFY®, OPUL® and other trademarks or service marks of Revance appearing in this Report are the property of Revance. This Report contains additional trade names, trademarks and service marks of others, which are the property of their respective owners. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.
iii
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements (Unaudited)
1

REVANCE THERAPEUTICS, INC.
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
(Unaudited)
 June 30,December 31,
 20242023
ASSETS
CURRENT ASSETS
Cash and cash equivalents$81,453 $137,329 
Restricted cash, current275 550 
Short-term investments150,791 116,586 
Accounts receivable, net36,088 27,660 
Inventories68,287 45,579 
Prepaid expenses and other current assets10,668 9,308 
Current assets of discontinued operations2,610 1,853 
Total current assets350,172 338,865 
Property and equipment, net16,665 17,225 
Intangible assets, net8,180 9,270 
Operating lease right-of-use assets49,746 53,167 
Finance lease right-of-use asset26,200 19,815 
Restricted cash, non-current5,895 5,995 
Finance lease prepaid expense37,645 32,383 
Other non-current assets296 321 
Non-current assets of discontinued operations— 1,413 
TOTAL ASSETS$494,799 $478,454 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable$4,985 $13,554 
Accruals and other current liabilities47,172 52,863 
Deferred revenue, current9,610 10,737 
Operating lease liabilities, current6,393 5,703 
Finance lease liability, current17,717 2,651 
Debt, current7,500 2,500 
Current liabilities of discontinued operations255 1,216 
Total current liabilities93,632 89,224 
Debt, non-current423,086 426,595 
Deferred revenue, non-current67,968 70,419 
Operating lease liabilities, non-current36,940 40,985 
Other non-current liabilities2,911 2,835 
TOTAL LIABILITIES624,537 630,058 
Commitments and Contingencies (Note 12)
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, par value $0.001 per share — 5,000,000 shares authorized, and no shares issued and outstanding as of June 30, 2024 and December 31, 2023
— — 
Common stock, par value $0.001 per share — 190,000,000 shares authorized as of June 30, 2024 and December 31, 2023; 104,810,881 and 87,962,765 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively
105 88 
Additional paid-in capital2,039,168 1,926,654 
Accumulated other comprehensive gain (loss)(26)14 
Accumulated deficit(2,168,985)(2,078,360)
TOTAL STOCKHOLDERS’ DEFICIT(129,738)(151,604)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT$494,799 $478,454 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
REVANCE THERAPEUTICS, INC.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except share and per share amounts)
(Unaudited)
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
Revenue:
Product revenue, net$65,328 $54,393 $117,047 $100,051 
Collaboration revenue61 20 278 136 
Total revenue, net65,389 54,413 117,325 100,187 
Operating expenses:
Cost of product revenue (exclusive of amortization)17,635 17,607 32,546 30,094 
Selling, general and administrative65,822 74,812 134,736 136,732 
Research and development15,902 17,624 30,295 35,156 
Amortization546 717 1,091 1,262 
Total operating expenses99,905 110,760 198,668 203,244 
Loss from continuing operations(34,516)(56,347)(81,343)(103,057)
Interest income3,179 3,148 6,175 6,118 
Interest expense(5,679)(4,368)(10,935)(8,865)
Other expense, net(453)(599)(891)(833)
Net loss from continuing operations(37,469)(58,166)(86,994)(106,637)
Net loss from discontinued operations(4)(9,152)(3,631)(20,474)
Total net loss(37,473)(67,318)(90,625)(127,111)
Unrealized gain (loss)(1)64 (40)313 
Comprehensive loss$(37,474)$(67,254)$(90,665)$(126,798)
Basic and diluted net loss per share:
Continuing operations$(0.36)$(0.70)$(0.89)$(1.29)
Discontinued operations— (0.10)(0.04)(0.25)
Total net loss per basic and diluted share
$(0.36)$(0.80)$(0.93)$(1.54)
Basic and diluted weighted-average number of shares used in computing net loss per share103,870,235 83,685,919 97,894,625 82,417,064 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
REVANCE THERAPEUTICS, INC.
Condensed Consolidated Statements of Stockholders’ Equity (Deficit)
(In thousands, except share amounts)
(Unaudited)
 
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
SharesAmountSharesAmountSharesAmountSharesAmount
Preferred Stock— $— — $— — $— — $— 
Common Stock
Balance — Beginning of period104,409,798 104 84,017,208 84 87,962,765 88 82,385,810 82 
Issuance of common stock in connection with follow-on offering— — — — 16,000,000 16 — — 
Issuance of common stock related to stock awards, net of cancellation159,756 1 460,569 1 657,600 1 1,648,817 2 
Issuance of common stock relating to employee stock purchase plan240,272 — 157,313 — 240,272 — 157,313 — 
Issuance of common stock upon exercise of stock options12,801 — 109,185 — 20,523 — 671,224 1 
Shares withheld related to net settlement of stock awards(11,746)— (18,055)— (70,279)— (136,944)— 
Issuance of common stock related to ATM— — 3,223,767 3 — — 3,223,767 3 
Balance — End of period104,810,881 105 87,949,987 88 104,810,881 105 87,949,987 88 
Additional Paid-In Capital
Balance — Beginning of period— 2,032,760 — 1,787,535 — 1,926,654 — 1,767,266 
Issuance of common stock in connection with follow-on offering, net of underwriting discounts and offering costs— (7)— — — 97,103 — — 
Issuance of common stock relating to employee stock purchase plan— 525 — 2,455 — 525 — 2,455 
Issuance of common stock upon exercise of stock options— 32 — 2,034 — 52 — 11,515 
Shares withheld related to net settlement of stock awards— (40)— (564)— (442)— (4,294)
Issuance of common stock related to stock awards, net of cancellation— (1)— (1)— (1)— (2)
Issuance of common stock related to ATM, net of commissions and issuance costs— — — 99,956 — — — 99,956 
Stock-based compensation— 5,899 — 16,829 — 15,277 — 31,318 
Other— — — — — — — 30 
Balance — End of period— 2,039,168 — 1,908,244 — 2,039,168 — 1,908,244 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.    
4
REVANCE THERAPEUTICS, INC.
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) — (Continued)
(In thousands, except share amounts)
(Unaudited)
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
SharesAmountSharesAmountSharesAmountSharesAmount
Other Accumulated Comprehensive Gain (Loss)
Balance — Beginning of period— (25)— (125)— 14 — (374)
Unrealized gain (loss)— (1)— 64 — (40)— 313 
Balance — End of period— (26)— (61)— (26)— (61)
Accumulated Deficit
Balance — Beginning of period— (2,131,512)— (1,814,167)— (2,078,360)— (1,754,374)
Total net loss— (37,473)— (67,318)— (90,625)— (127,111)
Balance — End of period— (2,168,985)— (1,881,485)— (2,168,985)— (1,881,485)
Total Stockholders’ Equity (Deficit)104,810,881 $(129,738)87,949,987 $26,786 104,810,881 $(129,738)87,949,987 $26,786 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
REVANCE THERAPEUTICS, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 Six Months Ended June 30,
 20242023
CASH FLOWS FROM OPERATING ACTIVITIES
Total net loss$(90,625)$(127,111)
Adjustments to reconcile total net loss to net cash used in operating activities:
Stock-based compensation14,785 28,681 
Depreciation and amortization3,410 7,831 
Amortization of debt discount and debt issuance costs1,520 1,035 
Amortization of discount on investments(3,205)(3,197)
Amortization of finance lease right-of-use asset— 2,318 
Other non-cash operating activities1,033 498 
Changes in operating assets and liabilities:
Accounts receivable(8,411)(5,704)
Inventories(6,823)(11,652)
Prepaid expenses and other current assets(1,257)(3,102)
Lease right-of-use assets(18,179)(18,949)
Other non-current assets(3)(3,093)
Accounts payable(7,206)3,703 
Accruals and other liabilities(6,989)(19,536)
Deferred revenue(3,578)2,202 
Lease liabilities18,385 21,844 
Other non-current liabilities76 1,350 
Net cash used in operating activities(107,067)(122,882)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investments(164,810)(128,859)
Finance lease prepayments(5,262)— 
Purchases of property and equipment(2,182)(604)
Proceeds from maturities of investments133,656 185,247 
Net cash provided by (used in) investing activities(38,598)55,784 
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock in connection with follow-on offering, net of underwriting discounts 97,626 — 
Proceeds from the exercise of stock options and employee stock purchase plan577 13,970 
Principal payments on finance lease obligations(8,123)(8,899)
Taxes paid related to net settlement of stock awards(442)(4,294)
Payment of offering costs(224)(224)
Proceeds from issuance of common stock in connection with ATM, net of commissions— 100,183 
Net cash provided by financing activities89,414 100,736 
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH(56,251)33,638 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — Beginning of period(1)
144,749 115,017 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — End of period(1)
$88,498 $148,655 
(1)Cash, cash equivalents, and restricted cash included $0.9 million of restricted cash classified as current assets of discontinued operations as of June 30, 2024, and non-current assets of discontinued operations as of December 31, 2023 on condensed consolidated balance sheets.


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. The Company and Summary of Significant Accounting Policies
Overview
Revance is a biotechnology company focused on developing and commercializing innovative aesthetic and therapeutic offerings. Revance’s portfolio includes DAXXIFY® (DaxibotulinumtoxinA-lanm) for injection and the RHA® Collection of dermal fillers in the U.S. Revance has also partnered with Viatris to develop a biosimilar to onabotulinumtoxinA for injection and Fosun to commercialize DAXXIFY® in China.
Liquidity and Financial Condition
We are not profitable and have incurred losses in each year since our inception. For the three and six months ended June 30, 2024, we had a total net loss of $37.5 million and $90.6 million, respectively. As of June 30, 2024, we had an accumulated deficit of $2.2 billion. Although we generate revenue from the sale of our Products, we expect to continue to incur U.S. GAAP operating losses for the foreseeable future.
As of June 30, 2024, we had a working capital surplus of $256.5 million and capital resources of $232.2 million consisting of cash, cash equivalents, and short-term investments. To date, we have funded our operations primarily through the sale of common stock, convertible senior notes, sales of Products, proceeds from notes issued pursuant to the Note Purchase Agreement, and payments received from collaboration arrangements. We also have a remaining capacity to sell up to $47.2 million of our common stock under the 2022 ATM Agreement as of June 30, 2024. We believe that our existing capital resources will be sufficient to fund the operating plan through at least the next 12 months following the issuance of the condensed consolidated financial statements in this Report.
Basis of Presentation and Principles of Consolidation
The accompanying condensed consolidated financial statements are unaudited, and reflect all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for a fair statement of the results for the interim periods presented.
Our condensed consolidated balance sheet for the year ended December 31, 2023 was derived from audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP. The interim results presented herein are not necessarily indicative of the results of operations that may be expected for the full fiscal year ending December 31, 2024, or any other future period. Our condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements contained in our FY2023 Form 10-K.
Our condensed consolidated financial statements include our accounts and those of our wholly-owned subsidiaries, and have been prepared in conformity with U.S. GAAP. All intercompany transactions have been eliminated.
The requirements for reporting the exit of the Fintech Platform business (Note 2) as a discontinued operation were met in the first quarter of 2024. As a result, the Fintech Platform business is presented in the condensed consolidated statement of operations and condensed consolidated balance sheet as discontinued operations for all periods presented. Unless indicated otherwise, the information in the notes to the condensed consolidated financial statements relates to continuing operations. The Company operates under one reportable segment as a result of discontinuing the Service Segment.
Use of Estimates & Risks and Uncertainties
The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the condensed
7
REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. U.S. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, the incremental borrowing rate used to measure lease liabilities, the recoverability of long-lived assets, useful lives associated with property and equipment and intangible assets, the period of benefit associated with deferred costs, revenue recognition (including the timing of satisfaction of performance obligations, estimating variable consideration, estimating stand-alone selling prices of promised goods and services, and allocation of transaction price to performance obligations), deferred revenue classification, valuation and assumptions underlying stock-based compensation and other equity instruments, and income taxes.
As of the date of issuance of these condensed consolidated financial statements, we are not aware of any specific event or circumstance that would require us to update our estimates, judgments or revise the carrying value of our assets or liabilities. These estimates may change as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to our condensed consolidated financial statements.
Significant Accounting Policies
There have been no material changes to our significant accounting policies from our FY2023 Form 10-K.
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This standard requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280, on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and for interim periods beginning after December 15, 2024, with early adoptions permitted. We are currently evaluating the impact of adopting ASU 2023-07.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). ASU 2023-09 improves reporting for income taxes, primarily by requiring disclosure of specific categories in the tax rate reconciliation and providing additional annual information for reconciling items that meet a quantitative threshold. The amendments in ASU 2023-09 also require additional annual information regarding income taxes paid, as well as other additional disclosures. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, early adoption is permitted. We are currently evaluating the effect the amendments in ASU 2023-09 will have on our tax disclosures.

2. Exit of the Fintech Platform Business
In September 2023, we commenced a plan to exit the Fintech Platform business as the costs and resources required to support the Fintech Platform no longer aligned with the Company’s capital allocation priorities. The exit and restructuring activities included elimination of Fintech Platform personnel, the termination of Fintech Platform research and development activities and an elimination of outside services expenses related to the Fintech Platform. Based on such plan, substantially all payment processing activities for Fintech Platform customers ended on January 31, 2024 and we substantially completed the remaining activities to wind-down the Fintech Platform operations as of March 31, 2024.
In accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations, the substantial completion of exit of the Fintech Platform business represents a strategic shift that has a major effect on the Company’s operations and financial results. The Fintech Platform business was historically reported as the Service Segment. As a result, the results of our Fintech Platform business have been reflected as discontinued operations in our condensed consolidated financial statements. Our condensed consolidated balance sheet and condensed consolidated statement of operations and comprehensive loss includes reclassification of certain prior year figures to conform to the current period presentation.
8
REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
Details of assets and liabilities from discontinued operations are as follows:
 
June 30,
December 31,
(in thousands)20242023
Restricted cash, current$875$—
Accounts receivable, net
—16
Prepaid expenses and other current assets
1,7351,837
Total current assets of discontinued operations
$2,610$1,853
Intangible assets, net
$—$538
Restricted cash, non-current
—875
Total non-currents assets of discontinued operations
$—$1,413
Accounts payable
$—$255
Accruals and other current liabilities
255961
Total current liabilities of discontinued operations (1)
$255$1,216
(1)Amount represents severance and personnel liabilities related to the exit of the Fintech Platform business. We substantially completed the restructuring activities as of March 31, 2024. Prior to the issuance of the condensed consolidated financial statements in this Report, $1.1 million was paid and the remaining $0.3 million will be paid over time through the third quarter of 2024. A summary of severance and personnel liabilities related to the exit of the Fintech Platform business, included within current liabilities of discontinued operations on the consolidated balance sheet, is as follows:
(in thousands)
Balance on December 31, 2023$917 
Severance and other personnel costs707 
Cash payments during the period(1,369)
Balance on June 30, 2024$255 
Details of loss from discontinued operations are as follows:
 Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2024202320242023
Service revenue$— $3,721 $426 $7,278 
Operating expenses:
Cost of service revenue (exclusive of amortization)34 3,700 350 7,384 
Selling, general and administrative (1)
(123)2,572 1,950 6,663 
Research and development (1)
93 5,183 1,757 10,828 
Amortization— 1,418 — 2,877 
Net loss from discontinued operations$(4)$(9,152)$(3,631)$(20,474)
(1)The restructuring charges are included in the results of discontinued operations for the periods of our condensed consolidated financial statements presented in this Report. A summary of our restructuring charges included within our consolidated statement of operations for the three and six months ended June 30, 2024 were as follows:
9
REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
(in thousands)Three Months Ended June 30, 2024Six Months Ended June 30, 2024
Research and development$(76)$336 
Selling, general and administrative
17 371 
Total restructuring charges (benefit)
$(59)$707 
As of June 30, 2024, we have recorded total restructuring charges of $3.6 million and impairment charges of $93.2 million in connection with the exit of the Fintech Platform business.
The cash flows related to discontinued operations have not been segregated and are included in the condensed consolidated statements of cash flows. Significant non-cash activities related to discontinued operations are as follows:
Six Months Ended June 30,
(in thousands)20242023
Operating activities:
Stock-based compensation$(10)$4,243 
Depreciation and amortization$538 $4,164 

3. Revenue
Our revenue is primarily generated from U.S. customers. Our product revenue is generated by transferring goods at a point in time and our collaboration revenue is generated over time.
Product Revenue, net
Our product revenue, net breakdown is summarized below:
Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2024202320242023
Product:
RHA® Collection of dermal fillers
$36,631 $31,767 $66,201 $62,047 
DAXXIFY®
28,697 22,626 50,846 38,004 
Total product revenue, net
$65,328 $54,393 $117,047 $100,051 
Accounts receivable and contract liabilities from contracts with our product customers are as follows:
June 30,December 31,
(in thousands)20242023
Accounts receivable:
Accounts receivable, gross
$37,412 $27,975 
Allowance for doubtful accounts
(1,325)(950)
Total accounts receivable, net$36,087 $27,025 
Contract liabilities:
Deferred revenue, current$375 $884 
Total contract liabilities, current
$375 $884 
10
REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
Collaboration Revenue
Viatris Agreement
Agreement Terms
We entered into the Viatris Agreement in February 2018, pursuant to which we are collaborating with Viatris exclusively, in the Viatris Territory, to develop, manufacture, and commercialize an onabotulinumtoxinA biosimilar.
Viatris has paid us an aggregate of $60 million in non-refundable upfront and milestone fees as of June 30, 2024, and the agreement provides for additional remaining contingent payments of up to $70 million in the aggregate, upon the achievement of certain clinical and regulatory milestones and of specified, tiered sales milestones of up to $225 million. The payments do not represent a financing component for the transfer of goods or services. In addition, Viatris is required to pay us low to mid-double digit royalties on any sales of the biosimilar in the U.S., mid-double digit royalties on any sales in Europe, and high single digit royalties on any sales in other ex-U.S. Viatris territories. However, we have agreed to waive royalties for U.S. sales, up to a maximum of $50 million in annual sales, during the first approximately four years after commercialization to defray launch costs.
Revenue Recognition
We estimated the transaction price for the Viatris Agreement using the most likely amount method within the scope of ASC 606. In order to determine the transaction price, we evaluated all of the payments to be received during the duration of the contract, which included milestones and consideration payable by Viatris. Other than the upfront payment, all other milestones and consideration we may earn under the Viatris Agreement are subject to uncertainties related to development achievements, Viatris’ rights to terminate the agreement, and estimated effort for cost-sharing payments. Components of such estimated effort for cost-sharing payments include both internal and external costs. Consequently, the transaction price does not include any milestones and considerations that, if included, could result in a probable significant reversal of revenue when related uncertainties become resolved. At the end of each reporting period, we re-evaluate the probability of achievement of each such milestone and any related constraint, and if necessary, adjust our estimates of the overall transaction price. Sales-based milestones and royalties are not included in the transaction price until the sales occur because the underlying value relates to the license and the license is the predominant feature in the Viatris Agreement. As of June 30, 2024, the transaction price allocated to the unfulfilled performance obligations was $30.9 million.
We recognize revenue and estimate deferred revenue based on the cost of development service incurred over the total estimated cost of development services to be provided for the development period. For revenue recognition purposes, the development period has an estimated accounting program end date of 2030. It is possible that this period will change and is assessed at each reporting date. ASC Topic 606, Revenue from Contracts with Customers (ASC 606) requires that an entity include a constraint on the amount of variable consideration included in the transaction price. Variable consideration is considered “constrained” if there is a potential for significant reversal of cumulative revenue recognized. As part of the constraint evaluation, we considered numerous factors, including a shift in certain responsibilities between the two parties which would result in changes to the net cost sharing payments and the total project budget, for which outcomes are difficult to predict as of the date of this Report. We will continue to evaluate the variable transaction price and related revenue recognition in each reporting period and as the above uncertainties are resolved or other changes in circumstances occur. For the three and six months ended June 30, 2024, we recognized revenue related to development services under the Viatris Agreement of $0.1 million and $0.3 million, respectively. For the three and six months ended June 30, 2023, no collaboration revenue is recognized from the biosimilar program.
11
REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
Fosun License Agreement
Agreement Terms
In December 2018, we entered into the Fosun License Agreement with Fosun, whereby we granted Fosun the exclusive rights to develop and commercialize DaxibotulinumtoxinA for Injection in the Fosun Territory and certain sublicense rights.
As of June 30, 2024, Fosun has paid us non-refundable upfront and other payments totaling $41.0 million before foreign withholding taxes. We are also eligible to receive (i) additional remaining contingent payments of up to $219.5 million upon the achievement of certain milestones, and (ii) tiered royalty payments in low double digits to high teen percentages on annual net sales. The royalty percentages are subject to reduction in the event that (i) we do not have any valid and unexpired patent claims that cover the product in the Fosun Territory, (ii) biosimilars of the product are sold in the Fosun Territory or (iii) Fosun needs to pay compensation to third-parties to either avoid patent infringement or market the product in the Fosun Territory.
Revenue Recognition
We estimated the transaction price for the Fosun License Agreement using the most likely amount method. We evaluated all of the variable payments to be received during the duration of the contract, which included payments from specified milestones, royalties, and estimated supplies to be delivered. We will re-evaluate the transaction price at each reporting period and upon a change in circumstances. As of June 30, 2024, the transaction price allocated to unfulfilled performance obligation is $41.0 million. For the three and six months ended June 30, 2024, no revenue was recognized from the Fosun License Agreement. For the three and six months ended June 30, 2023, we recognized revenue of less than $0.1 million and $0.1 million, respectively, related to the Fosun License Agreement.
We will recognize revenue on the single performance obligation as control of DAXXIFY® is supplied to Fosun. Upon commencement of the transfer of control, revenue will be recognized in a pattern consistent with estimated deliveries of DAXXIFY® through the term of the arrangement, which is estimated to extend through 2040. It is possible that this period will change and is assessed at each reporting date.
Accounts receivable and contract liabilities from contracts with our collaboration customers are as follows:
June 30,December 31,
(in thousands)20242023
Accounts receivable:
Accounts receivable — Viatris
$— $631 
Accounts receivable — Fosun
— 4 
Total accounts receivable
$— $635 
Contract liabilities:
Deferred revenue, current — Viatris$9,235 $9,853 
Total contract liabilities, current$9,235 $9,853 
Deferred revenue, non-current — Viatris$26,993 $29,444 
Deferred revenue, non-current — Fosun40,975 40,975 
Total contract liabilities, non-current$67,968 $70,419 
12
REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
Changes in our contract liabilities from contracts with our collaboration revenue customers for the six months ended June 30, 2024 are as follows:
(in thousands)
Balance on December 31, 2023$80,272 
Revenue recognized(278)
Billings and adjustments, net(2,791)
Balance on June 30, 2024$77,203 

4. Cash Equivalents and Short-Term Investments
The following table is a summary of our cash equivalents and short-term investments:
June 30, 2024December 31, 2023
in thousandsAdjusted CostUnrealized LossFair ValueAdjusted CostUnrealized GainUnrealized LossFair Value
U.S. treasury securities$115,120 $(9)$115,111 $133,168 $30 $— $133,198 
Commercial paper50,981 (10)50,971 49,433 — (15)49,418 
Money market funds42,458 — 42,458 39,280 — — 39,280 
U.S. government agency obligations16,083 (7)16,076 3,961 — (1)3,960 
Total cash equivalents and available-for-sale securities$224,642 $(26)$224,616 $225,842 $30 $(16)$225,856 
Classified as:
Cash equivalents$73,825 $109,270 
Short-term investments150,791 116,586 
Total cash equivalents and available-for-sale securities$224,616 $225,856 
As of June 30, 2024 and December 31, 2023, all of our cash equivalents and short-term investments were available-for-sale and had contractual maturities of less than one-year. There were no other-than-temporary impairments on such securities.

5. Intangible Assets, net
The following table sets forth the major categories of intangible assets and the weighted-average remaining useful lives for those assets that are not already fully amortized or impaired:
June 30, 2024
(in thousands, except for in years)Remaining Useful Lives
(in years)		Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Distribution rights3.8$32,334 $(24,154)$8,180 
Total intangible assets$32,334 $(24,154)$8,180 
13
REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
December 31, 2023
(in thousands, except for in years)Weighted-average Remaining Useful Lives
(in years)		Gross Carrying AmountAccumulated AmortizationAccumulated ImpairmentNet Carrying Amount
Distribution rights4.3$32,334 $(23,064)$— $9,270 
Internally developed technology(1)
1.58,918 (4,408)(3,972)538 
(1)
Acquired developed technology0.016,200 (6,525)(9,675)— 
Customer relationships0.010,300 (7,940)(2,360)— 
Total intangible assets$67,752 $(41,937)$(16,007)$9,808 
(1)During the three months ended March 31, 2024, we reclassified the $0.5 million net carrying amount of internally developed technology to “Non-current assets of discontinued operations” in connection with the discontinued operations presentation.
Amortization expense of the intangible assets in the table above were recorded on the condensed consolidated statements of operations and comprehensive loss based on the function of the associated asset. The detail breakdown of the amortization expenses on the condensed consolidated statements of operations and comprehensive loss were summarized as below:
 Three Months Ended June 30, 2024Six Months Ended June 30, 2024
(in thousands)
Amortization of Intangible Assets (1)
Classified as Discontinued Operations (2)
Classified as Continuing Operations
Amortization of Intangible Assets (1)
Classified as Discontinued Operations (2)
Classified as Continuing Operations
Amortization
$546 $— $546 $1,091 $— $1,091 
Selling, general and administrative
— — — 528 (528)— 
Research and development— — — 10 (10)— 
Total amortization expense$546 $— $546 $1,629 $(538)$1,091 
 Three Months Ended June 30, 2023Six Months Ended June 30, 2023
(in thousands)
Amortization of Intangible Assets (1)
Classified as Discontinued Operations (2)
Classified as Continuing Operations
Amortization of Intangible Assets (1)
Classified as Discontinued Operations (2)
Classified as Continuing Operations
Amortization$1,964 $(1,418)$546 $3,968 $(2,877)$1,091 
Selling, general and administrative797 (643)154 2,534 (1,287)1,247 
Research and development— — — 261 — 261 
Total amortization expense$2,761 $(2,061)$700 $6,763 $(4,164)$2,599 
(1)Amount represents the amortization expense before the impact of reclassification for the discontinued operation presentation in the condensed consolidated statements of operations and comprehensive loss.
(2)Amount represents the reclassification for the current and prior periods for the discontinued operation presentation in the condensed consolidated statements of operations and comprehensive loss.
14
REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
Based on the amount of intangible assets as of June 30, 2024, the expected amortization expense for each of the next five fiscal years was as follows:
Year Ending December 31,(in thousands)
2024 remaining six months$1,092 
20252,181 
20262,181 
20272,181 
2028545 
2029 and thereafter— 
Total$8,180 
6. Inventories
Inventories consist of the following:
June 30,December 31,
(in thousands)20242023
Raw materials$4,100 $3,938 
Work in process34,050 17,418 
Finished goods30,137 24,223 
Total inventories$68,287 $45,579 

7. Accruals and other current liabilities
Accruals and other current liabilities consists of the following:
June 30,December 31,
(in thousands)20242023
Accruals related to:
Compensation(1)
$21,232 $30,267 
Selling, general and administrative8,029 9,019 
Research and development6,440 5,173 
Inventories5,825 1,478 
Royalty2,242 1,919 
Interest expense1,919 1,919 
Other current liabilities(1)
1,485 3,088 
Total accruals and other current liabilities$47,172 $52,863 
(1)Amounts related to current liabilities of discontinued operations have been reclassified to conform to current period presentation.

8. Leases
Finance Lease
The ABPS Services Agreement contains a lease, which commenced in January 2022, related to a dedicated fill-and-finish line for the manufacturing of DAXXIFY® because it has an identified asset that is physically distinct for which we have the right of control as defined under ASC 842. The right of control is conveyed because the embedded lease provides us with both (i) the right to obtain substantially all of the economic benefit from the fill-and-finish line resulting from the
15
REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
exclusivity of the dedicated manufacturing capacity and (ii) the right to direct the use of the fill-and-finish line through our purchase orders to ABPS. Each party has the right to terminate the ABPS Services Agreement without cause, with an 18 month written notice to the other party. The lease is classified as a finance lease in the condensed consolidated balance sheets.
In February 2024, we entered into the second amendment to the ABPS Services Agreement, which extended the term of the ABPS Service Agreement through December 31, 2027, and modified our remedies with respect to conforming products and delays. In April 2024, we entered into a statement of work under the ABPS Service Agreement, and our minimum purchase obligation was established as $25.1 million for the year ending December 31, 2024 with lease term through December 31, 2024. The minimum purchase obligation is subject to reduction based on ABPS’ actual manufacturing output.
Operating Leases
Our operating leases primarily consist of non-cancellable facilities leases for research, manufacturing, and administrative functions. Our non-cancellable facilities operating leases have original lease periods expiring between 2027 and 2034, and include one or more options to renew for seven years to fourteen years. The monthly payments for our operating leases escalate over the remaining lease terms. Our lease contracts do not contain termination options, residual value guarantees or restrictive covenants.
Operating Lease Sublease Income
In May 2024, we entered into a sublease agreement pursuant to which we subleased a portion of our office space in Nashville, TN. The term of the sublease is from June 2024 to December 2034, with no options to extend. The total undiscounted payments to be received under the sublease total $5.2 million, excluding variable lease income. The sublease is accounted for as an operating lease with the corresponding income classified within “Other expense, net” on our condensed consolidated statement of operations and comprehensive loss.
Our finance and operating lease costs are summarized as follows:
 Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2024202320242023
Finance lease:
Amortization of finance lease right-of-use asset (1)
$13,099 $1,350 $15,215 $3,668 
Interest on finance lease liability424 442 454 1,008 
Variable lease cost (2)
142 — 161 374 
Total finance lease costs13,665 1,792 15,830 5,050 
Operating leases:
Operating lease cost2,769 4,312 5,542 6,519 
Variable lease cost (3)
717 548 1,363 1,055 
Sublease income
(41)— (41)— 
Total operating lease costs3,445 4,860 6,864 7,574 
Total lease cost$17,110 $6,652 $22,694 $12,624 
(1)Amortization of the finance lease right-of-use asset started to be capitalized into inventories on the condensed consolidated balance sheets in the second quarter of 2023, as a result of the FDA approval of the PAS of the ABPS manufacturing facility.
(2)Variable finance lease cost includes validation, qualification, materials, and other related services which are not included in the lease liabilities and are expensed as incurred.
(3)Variable operating lease cost includes management fees, common area maintenance, property taxes, insurance and parking fees, which are not included in the lease liabilities and are expensed as incurred.

16
REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
As of June 30, 2024, we have $0.8 million of accounts payable related to the fill-and-finish line lease under the ABPS Service Agreement. Additionally, we have maturities of our lease liabilities as follows:
(in thousands)Finance LeaseOperating Leases
Year Ending December 31,
2024 remaining six months$14,894 $4,696 
20253,178 10,854 
2026— 11,185 
2027— 4,536 
2028— 4,021 
2029 and thereafter— 24,565 
Total lease payments18,072 59,857 
Less imputed interest(355)(16,524)
Present value of lease payments$17,717 $43,333 
Our lease contracts do not provide readily determinable implicit rates, as such, we used the estimated incremental borrowing rate based on the information available at the adoption, commencement, or remeasurement date. As of June 30, 2024, weighted-average remaining lease terms and discount rates are as follows:
Finance LeaseOperating Leases
Weighted-average remaining lease term (years)0.57.8
Weighted-average discount rate10.0 %10.0 %
Supplemental cash flow information related to the leases was as follows:
Six Months Ended June 30,
(in thousands)20242023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$5,220 $4,188 
Operating cash flows from finance lease$313 $1,008 
Financing cash flows from finance lease$8,123 $8,899 
Right-of-use assets obtained in exchange for lease liabilities
Finance lease$21,600 $23,735 
Lease Not Yet Commenced
PCI Supply Agreement
In April 2021, we entered into the PCI Supply Agreement pursuant to which PCI would serve as a non-exclusive manufacturer and supplier of DAXXIFY®. The initial term of the PCI Supply Agreement is dependent upon the date of regulatory submission for the manufacturing of DAXXIFY® and may be terminated by either party in accordance with the terms of the PCI Supply Agreement. The term of the PCI Supply Agreement may also be extended for one additional three-year term upon mutual agreement of the parties.
The PCI Supply Agreement contains a lease related to a dedicated fill-and-finish line and closely related assets for manufacturing of products because it has identified assets that are physically distinct for which we will have the right of control as defined under ASC 842. The right of control is conveyed because the embedded lease will provide us with both (i) the right to obtain substantially all of the economic benefit from the fill-and-finish line resulting from the exclusivity implied from the dedicated manufacturing capacity and (ii) the right to direct the use of the fill-and-finish line.
17
REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
The embedded lease had not yet commenced as of June 30, 2024. The accounting commencement and recognition of the right-of-use lease assets and lease liabilities related to the embedded lease will take place when we have substantively obtained the right of control. The embedded lease is preliminarily classified as a finance lease.
Pursuant to the PCI Supply Agreement, we are responsible for certain costs associated with the design, equipment procurement and validation, and facilities-related costs, monthly payments and minimum purchase obligations throughout the initial term of the PCI Supply Agreement. As of June 30, 2024, we have made prepayments of $37.6 million to PCI which is recorded within “Finance lease prepaid expense” in the condensed consolidated balance sheets. Based on our best estimate as of June 30, 2024, our remaining minimum commitment under the PCI Supply Agreement is $12.7 million for 2024, $14.4 million for 2025, $19.2 million for 2026, $25.8 million for 2027, $29.5 million for 2028, and $134.5 million for 2029 and thereafter in aggregate.

9. Debt

The following table provides information regarding our debt:
June 30,
December 31,
(in thousands)20242023
2027 Notes, non-current
$287,500 $287,500 
Less: Unamortized debt issuance costs(3,614)(4,279)
Carrying amount of the 2027 Notes283,886 283,221 
Notes Payable, current7,500 2,500 
Notes Payable, non-current142,500 147,500 
Less: Unamortized debt discount(2,149)(2,700)
Less: Unamortized debt issuance costs(1,151)(1,426)
Carrying amount of Notes Payable146,700 145,874 
Total debt$430,586 $429,095 
Interest expense relating to our debt in the condensed consolidated statements of operations and comprehensive loss are summarized as follows:
Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2024202320242023
Contractual interest expense$4,492 $3,407 $8,961 $6,790 
Amortization of debt issuance costs486 431 969 863 
Amortization of debt discount277 87 551 172 
Total interest expense$5,255 $3,925 $10,481 $7,825 
Convertible Senior Notes
In February 2020, we issued the 2027 Notes, in the aggregate principal amount of $287.5 million, pursuant to the Indenture. The 2027 Notes are senior unsecured obligations and bear interest at a rate of 1.75% per year, payable semiannually in arrears on February 15 and August 15 of each year, began on August 15, 2020. The 2027 Notes will mature on February 15, 2027, unless earlier converted, redeemed or repurchased. In connection with issuing the 2027 Notes, we received $278.3 million in net proceeds, after deducting the initial purchasers’ discount, commissions, and other issuance costs.
18
REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
The 2027 Notes may be converted at any time by the holders prior to the close of business on the business day immediately preceding November 15, 2026 only under the following circumstances: (i) during any fiscal quarter commencing after the fiscal quarter ending on June 30, 2020 (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of the 2027 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (iii) if we call any or all of the 2027 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (iv) upon the occurrence of specified corporate events. On or after November 15, 2026 until the close of business on the second scheduled trading day immediately preceding the Maturity Date, holders may convert all or any portion of their 2027 Notes at any time, regardless of the foregoing circumstances. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election.
The conversion rate will initially be 30.8804 shares of our common stock per $1,000 principal amount of the 2027 Notes (equivalent to an initial conversion price of approximately $32.38 per share of our common stock). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the Maturity Date or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2027 Notes in connection with such a corporate event or notice of redemption, as the case may be.
We may redeem for cash all or any portion of the 2027 Notes, at our option, on or after February 20, 2024 if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. The threshold to redeem has not been met as of June 30, 2024. No sinking fund is provided for the 2027 Notes.
If we undergo a fundamental change (as defined in the Indenture), holders may require us to repurchase for cash all or any portion of their 2027 Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2027 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
Capped Call Transactions
Concurrently with the 2027 Notes, we entered into capped call transactions with the option counterparties and used $28.9 million of the net proceeds from the 2027 Notes to pay the cost of the capped call transactions. The capped call transactions are expected generally to reduce the potential dilutive effect upon conversion of the 2027 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 2027 Notes, as the case may be, with such reduction and/or offset subject to a price cap of $48.88 of our common stock per share, which represents a premium of 100% over the last reported sale price of our common stock on February 10, 2020. The capped calls have an initial strike price of $32.38 per share, subject to certain adjustments, which corresponds to the conversion option strike price in the 2027 Notes. The capped call transactions cover, subject to anti-dilution adjustments, approximately 8.9 million shares of our common stock.
The capped call transactions are separate transactions that we entered into with the option counterparties and are not part of the terms of the 2027 Notes. As the capped call transactions meet certain accounting criteria, the premium paid of $28.9 million was recorded as a reduction in additional paid-in capital in the condensed consolidated balance sheets, and will not be remeasured to fair value as long as the accounting criteria continue to be met. As of June 30, 2024 and December 31, 2023, we had not purchased any shares under the capped call transactions.
19
REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
Note Purchase Agreement
In March 2022, we entered into the Note Purchase Agreement and issued the First Tranche in an aggregate principal amount for all such Notes of $100 million. In August 2023, we entered into the First Amendment to reduce the Second Tranche from $100 million to $50 million, and we subsequently issued $50 million to the Purchasers. Additionally, the First Amendment increased the uncommitted Third Tranche from $100 million to $150 million. The uncommitted Third Tranche was available until March 31, 2024, subject to the satisfaction of certain conditions set forth in the Note Purchase Agreement, including the achievement of greater than or equal to $50 million in trailing twelve months revenue for DAXXIFY® preceding the date of the draw request for the Third Tranche, and approval by Athyrium, which we did not draw on.
Our obligations under the Note Purchase Agreement are secured by substantially all of our assets and the assets of our wholly owned domestic subsidiaries, including their respective intellectual property.
The notes issued pursuant to the First Tranche and Second Tranche bear interest at an annual fixed interest rate equal to 8.50%. We are required to make quarterly interest payments on each Notes Payable commencing on the last business day of the calendar month following the funding date thereof, and continuing until the Maturity Date. Pursuant to the First Amendment, the Company is required to repay Athyrium the outstanding principal amount of the Second Tranche notes in installments on the last business day of each March, June, September and December (commencing in September 2024), in each case, based on the following principal amortization payment schedule: 2.5% in September and December 2024; 5.0% in March and June 2025; 7.5% in September and December 2025; and 10.0% in March and June 2026; followed by repayment of the Second Tranche in full on September 18, 2026. The Maturity Date may be extended to March 18, 2028 if, as of September 18, 2026, less than $90 million principal amount of our existing 2027 Notes remain outstanding and with the consent of the Purchasers. Initially, all principal for each tranche is due and payable on the Maturity Date. At our option, we may prepay the outstanding principal balance of all or any portion of the principal amount of the Notes Payable, subject to a prepayment fee equal to (i) a make-whole amount if the prepayment occurs on or prior to the first anniversary of the NPA Effective Date and (ii) 2.0% of the amount prepaid if the prepayment occurs after the first anniversary of the NPA Effective Date but on or prior to the second anniversary of the NPA Effective Date. Upon prepayment or repayment of all or any portion of the principal amount of the Notes Payable (whether on the Maturity Date or otherwise), we are also required to pay an exit fee to the Purchasers.
The Note Purchase Agreement includes affirmative and negative covenants applicable to us, our current subsidiaries and any subsidiaries we create in the future. The affirmative covenants include, among others, covenants requiring us to maintain our legal existence and governmental approvals, deliver certain financial reports, maintain insurance coverage and satisfy certain requirements regarding deposit accounts. We must also (i) maintain at least $30.0 million of unrestricted cash and cash equivalents in accounts subject to a control agreement in favor of Athyrium at all times (the Minimum Cash Covenant) and (ii) upon the occurrence of certain specified events set forth in the Note Purchase Agreement, achieve at least $70.0 million of Consolidated Teoxane Distribution Net Product Sales on a trailing twelve-months basis. The negative covenants include, among others, restrictions on our transferring collateral, incurring additional indebtedness, engaging in mergers or acquisitions, paying dividends or making other distributions, making investments, creating liens, selling assets and undergoing a change in control, in each case subject to certain exceptions.
If we do not comply with the affirmative and negative covenants, such non-compliance may be an event of default under the Note Purchase Agreement. The Note Purchase Agreement also includes events of default, the occurrence and continuation of which could cause interest to be charged at the rate that is otherwise applicable plus 2.0% and would provide Athyrium, as administrative agent, with the right to exercise remedies against us and the collateral, including foreclosure against our property securing the obligations under the Note Purchase Agreement, including our cash. These events of default include, among other things, our failure to pay principal or interest due under the Note Purchase Agreement, a breach of certain covenants under the Note Purchase Agreement, our insolvency, the occurrence of a circumstance which could have a material adverse effect and the occurrence of any default under certain other indebtedness.
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REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
10. Stockholders’ Deficit and Stock-Based Compensation
2014 EIP
On January 1, 2024, the number of shares of common stock reserved for issuance under the 2014 EIP increased by 3.5 million shares. For the six months ended June 30, 2024, 3.1 million shares of stock awards were granted under the 2014 EIP. As of June 30, 2024, 5.7 million shares were available for issuance under the 2014 EIP.
2014 IN
For the six months ended June 30, 2024, 0.3 million shares of stock awards were granted under the 2014 IN. As of June 30, 2024, 0.8 million shares were available for issuance under the 2014 IN.
HintMD Plan
For the six months ended June 30, 2024, no stock options or awards were granted under the HintMD Plan. As of June 30, 2024, 0.1 million shares were available for issuance under the HintMD Plan.
2014 ESPP
On January 1, 2024, the number of shares of common stock reserved for issuance under the 2014 ESPP increased by 0.3 million shares. As of June 30, 2024, 1.7 million shares were available for issuance under the 2014 ESPP.
Net Loss per Share
Our basic net loss per share from continuing operations is calculated by dividing the net loss from continuing operations by the weighted average number of shares of common stock outstanding for the period. Our basic net loss per share from discontinued operations is calculated by dividing the net loss from discontinued operations by the weighted average number of shares of common stock outstanding for the period. The diluted net loss per share from both continuing and discontinued operations are calculated by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, shares of common stock underlying the 2027 Notes at the initial conversion price, outstanding stock options, unvested stock awards, and shares of common stock expected to be purchased under the 2014 ESPP, are considered common stock equivalents, which were excluded from the computation of diluted net loss per share because including them would have been antidilutive.
Common stock equivalents that were excluded from the computation of diluted net loss per share for both continuing and discontinued operations are presented below:
 June 30,
 20242023
Convertible senior notes8,878,9388,878,938
Unvested RSUs and PSUs5,295