SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 3, 2024
Revance Therapeutics, Inc.
(Exact name of registrant as specified in charter)
|
Delaware
|
001-36297
|
77-0551645
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
1222 Demonbreun Street, Suite 2000, Nashville, Tennessee, 37203
(Address of principal executive offices and zip code)
(615) 724-7755
(Registrant’s telephone number, including area code)
| |
|
|
| |
(Former name or former address, if changed since last report)
|
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
☐ Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
Common Stock, $0.001 par value
|
RVNC
|
Nasdaq Global Market
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth 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. ☐
Item 8.01 Other Events.
As previously disclosed in the Company’s Form 8-K filed on September 23, 2024, on August 16, 2024, Revance Therapeutics, Inc. (the
“Company” or “Revance”) received a notice to remedy alleged material breaches, including breaches of the maximum levels of buffer stock and required efforts to promote and sell Teoxane products, under the Company’s exclusive distribution agreement
with Teoxane SA (“Teoxane”), dated January 10, 2020, as amended (the “Distribution Agreement”). The Company denies the alleged material breaches asserted in the notice, does not believe that the asserted allegations constitute material breaches under
the terms of the Distribution Agreement and intends to defend itself vigorously. The Company continues to be engaged in discussions with Teoxane regarding the notification. These discussions could result in various outcomes, including but not limited
to, the Company and Teoxane agreeing to modify certain terms of the Distribution Agreement, including the Company’s minimum purchase obligations thereunder or the Company or Teoxane seeking remedies under the Distribution Agreement, including Teoxane
seeking to terminate the Distribution Agreement. The Distribution Agreement continues to be in full force and effect. In accordance with the Fifth Amendment to the Distribution Agreement, dated July 29, 2024, the cure period for a material breach is
sixty (60) days. Based on such terms under the Distribution Agreement, the cure period for such alleged breaches asserted by Teoxane shall end on October 15, 2024.
Due to the ongoing discussions between the Company and Teoxane, the Company, Crown Laboratories, Inc. (“Crown”) and Reba Merger Sub,
Inc. (“Merger Sub,” and together with Crown, the “Buyer Parties”) agreed on October 3, 2024 to further extend the date by which Merger Sub is obligated to commence the tender offer for all of the outstanding shares of common stock of the Company (the
“Offer”) pursuant to the previously announced Agreement and Plan of Merger, dated as of August 11, 2024, by and among the Buyer Parties and the Company (the “Merger Agreement”), to October 18, 2024 or such other date as may be mutually agreed to
between the Company and the Buyer Parties. The Company’s ongoing discussions with Teoxane and the Buyer Parties could result in further delays to the commencement or consummation of the Offer, or in the Company or the Buyer Parties seeking remedies
in accordance with the terms of the Merger Agreement.
A copy of the waiver to the Merger Agreement relating to the extension is attached as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
|
|
|
|
|
|
Waiver to Agreement and Plan of Merger, dated October 3, 2024, by and among Crown Laboratories, Inc., Reba Merger Sub, Inc. and Revance
Therapeutics, Inc.
|
|
104
|
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
|
Forward Looking Statements
Certain statements either contained in or incorporated by reference into this document are “forward‑looking statements.” The use of
words such as “anticipates,” “hopes,” “may,” “should,” “intends,” “projects,” “estimates,” “expects,” “plans” and “believes,” among others, generally identify forward-looking statements. All statements, other than statements of historical fact, are
forward-looking statements. These forward-looking statements include, among others, statements relating to the potential modification or termination of the Distribution Agreement and expected tender offer commencement date. Actual results could
differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others, the risks and uncertainties inherent in the offer and the merger, including, among other things, regarding how many of the
Company stockholders will tender their shares in the offer, the possibility that competing offers will be made, the ability to obtain requisite regulatory approvals, the ability to satisfy the conditions to the closing of the offer and the merger,
the expected timing of the offer and the merger, the possibility that the merger will not be completed, difficulties or unanticipated expenses in connection with integrating the parties’ operations, products and employees and the possibility that
anticipated synergies and other anticipated benefits of the transaction will not be realized in the amounts expected, within the expected timeframe or at all, the effect of the announcement of the offer and the merger on the Company’s and Parent’s
business relationships (including, without limitations, partners and customers), the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, the expected tax treatment of the
transaction, and the impact of the transaction on the businesses of the Company and Parent, and other circumstances beyond the Company’s and Parent’s control. You should not place undue reliance on these forward looking statements. Certain of these
and other risks and uncertainties are discussed in Company’s and Parent’s filings with the SEC, including the Schedule TO (including the offer to purchase, letter of transmittal and related documents) the Parent and Merger Sub will file with the SEC,
and the Solicitation/Recommendation Statement on Schedule 14D-9 the Company will file with the SEC, and the Company’s most recent Form 10-K and Form 10-Q filings with the SEC. Except as required by law, neither we nor the Buyer Parties undertake any
duty to update forward-looking statements to reflect events after the date of this document.
Additional Information and Where to Find It
The tender offer described above has not yet commenced. This communication is not an offer to buy nor a solicitation of an offer to
sell any securities of Revance. The solicitation and the offer to buy shares of Revance’s common stock will be made only pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related
materials that the Buyer Parties intend to file with the SEC. In addition, Revance will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. Once filed, such documents will be mailed to the
stockholders of Revance free of charge and investors will also be able to obtain a free copy of these materials (including the tender offer statement, offer and the related letter of transmittal), as well as the solicitation/recommendation
statement and other documents filed by the Buyer Parties and Revance with the SEC at the website maintained by the SEC at www.sec.gov. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by Revance under
the “News” section of Revance’s website at www.revance.com. The information contained in, or that can be accessed through, Revance’s or Parent’s website is not a part of, or incorporated by reference herein.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME), INCLUDING THE TENDER OFFER MATERIALS (INCLUDING THE OFFER, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT OF REVANCE AND ANY AMENDMENTS
THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
Revance Therapeutics, Inc.
|
| |
|
|
| |
By:
|
/s/ Tobin C. Schilke
|
| |
Name:
|
Tobin C. Schilke
|
| |
Title:
|
Chief Financial Officer
|
Date: October 4, 2024