Item 8.01. Other
Events.
On April 25, 2022, Revlon announced that it has filed a prospectus supplement with the Commission, under which it may offer and sell shares
of its Class A common stock (the “Shares”), through Jefferies LLC, as sales agent (“Jefferies”), having an aggregate offering price of up to $25 million from time to time through an “at-the-market” equity offering program (the “ATM Offering”). The
Company currently intends to use the net proceeds from any sales of Shares under the ATM Offering for general corporate purposes, which may include additions to working capital, capital expenditures, repayment of debt, the financing of possible
acquisitions and investments or stock repurchases. In order to meet the continued demand for the Company’s products, some or all of the net proceeds from any sales of Shares under the ATM Offering may be used to help alleviate supply chain
disruptions previously disclosed by the Company. The timing and amount of any sales will depend on a variety of factors to be determined by the Company.
The ATM Offering was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No.
333-264032) (the “Registration Statement”) filed by the Company with the Commission and declared effective on April 8, 2022. The terms of the ATM Offering are described in the prospectus dated April 8, 2022, as supplemented by the prospectus
supplement dated April 25, 2022.
In connection with the ATM Offering, on April 25, 2022, the Company entered into an Open Market Sale Agreement (the “Sale Agreement”) with
Jefferies. The Sale Agreement contains customary representations, covenants and indemnification provisions. A copy of the Sale Agreement is attached hereto as Exhibit 1.1 to this Form 8-K, and the descriptions of the material terms of the Sale
Agreement in this Item 8.01 are qualified in their entirety by reference to such Exhibit, which is incorporated by reference into this Form 8-K and the Registration Statement.
The legality opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, issued in connection with the ATM Offering, is attached hereto as
Exhibit 5.1, and is incorporated by reference into the Registration Statement.
This Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares under the Sale Agreement nor shall
there be any sale of such Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Cautionary Note Regarding Forward-Looking Statements
This Form 8-K contains statements that may be deemed
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are therefore entitled to the protection of the safe harbor provisions of these
laws. You can generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “potential”, “predict”,
“seek”, or “should”, or the negative thereof or other variations thereon or comparable terminology. The Company cannot give any assurance that expectations about future events will prove to be correct. These statements involve risks and
uncertainties. Forward-looking statements speak only as of the date they are made and the Company undertakes no obligation to publicly update any forward-looking
statement, whether to reflect actual results of operations; changes in financial condition; changes in general U.S. or international economic or industry conditions and/or conditions in the Company’s reportable segments; changes in estimates,
expectations or assumptions; or other circumstances, conditions, developments and/or events arising after the filing of this Form 8-K, except for the Company’s ongoing obligations under the U.S. federal securities laws. Forward-looking statements
are subject to known and unknown risks and uncertainties and are based on preliminary or potentially inaccurate estimates and assumptions that could cause actual results to differ materially from those expected or implied by the estimated financial
information. Such forward-looking statements include, among other things: (i) the Company’s expectations to remain diligent in managing its cost base to reduce the COVID-19 pandemic’s continued impact on the Company’s profitability; and (ii) the
Company’s belief that while it still has challenges to face – namely the ongoing impact of the COVID-19 pandemic – it has the right long-term strategy in place and will continue to execute against it. Actual results may differ materially from the
Company’s forward-looking statements for a number of reasons, including as a result of the risks and other items described in Revlon’s filings with the Commission, including, without limitation, in Revlon’s Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K and amendments thereto, if any, filed with the Commission (which may be viewed on the Commission’s website at http://www.sec.gov or on Revlon, Inc.’s website at http://www.revloninc.com).
Additional important factors that could cause actual results to differ materially from those indicated by the Company’s forward-looking statements include: (i) difficulties, delays or unanticipated costs or charges or less than expected cost
reductions and other benefits resulting from the Company’s cost reduction initiatives and/or restructuring activities, higher than anticipated restructuring charges and/or payments and/or changes in the expected timing of such charges and/or
payments; and/or less than expected additional sources of liquidity from such initiatives; and/or (ii) the Company’s inability, in whole or in part, to continue to execute its business strategy, such as due to unanticipated circumstances or results
affecting the Company’s financial performance and or sales growth, including: greater than anticipated levels of consumers choosing to purchase their beauty products through e-commerce and other social media channels and/or greater than anticipated
declines in the brick-and-mortar retail channel, or either of those conditions occurring at a rate faster than anticipated; the Company’s inability to address the pace and impact of the new commercial landscape, such as its inability to enhance its
e-commerce and social media capabilities and/or increase its penetration of e-commerce and social media channels; the Company’s inability to drive a successful long-term omni-channel strategy and significantly increase its e-commerce penetration;
difficulties, delays and/or the Company’s inability to (in whole or in part) develop and implement effective content to enhance its online retail position, improve its consumer engagement across social media platforms and/or transform its
technology and data to support efficient management of its digital infrastructure; the Company incurring greater than anticipated levels of expenses and/or debt to facilitate the foregoing objectives, which could result in, among other things, less
than anticipated revenues and/or profitability; decreased consumer spending in response to weak economic conditions or weakness in the consumption of beauty products in one or more of the Company’s segments, whether attributable to COVID-19 or
otherwise; geopolitical risks, such as the ongoing Russia-Ukraine conflict; macroeconomic headwinds, such as high inflation or a potential recession/economic contraction; adverse changes in tariffs, foreign currency exchange rates, foreign currency
controls and/or government-mandated pricing controls; decreased sales of the Company’s products as a result of increased competitive activities by the Company’s competitors; decreased performance by third-party suppliers, whether due to COVID-19,
shortages of raw materials or otherwise; and/or supply chain disruptions at the Company’s manufacturing facilities, whether attributable to COVID-19 or shortages of raw materials, components, and labor, or transportation constraints or otherwise;
changes in consumer preferences, such as reduced consumer demand for the Company’s color cosmetics and other current products, including new product launches; changes in consumer purchasing habits, including with respect to retailer preferences
and/or among sales channels, such as due to the continuing consumption declines in core beauty categories in the mass retail channel in North America, whether attributable to COVID-19 or otherwise; lower than expected customer acceptance or
consumer acceptance of, or less than anticipated results from, the Company’s existing or new products, whether attributable to COVID-19 or otherwise; higher than expected retail store closures in the brick-and-mortar channels where the Company
sells its products, as consumers continue to shift purchases to online and e-commerce channels, whether attributable to COVID-19 or otherwise; higher than expected purchases of permanent displays, capital expenditures, debt service payments and
costs, cash tax payments, pension and other post-retirement plan contributions, payments in connection with the Company’s restructuring programs, severance not otherwise included in the Company’s restructuring programs, business and/or brand
acquisitions (including, without limitation, through licensing transactions), if any, debt and/or equity repurchases, if any, costs related to litigation, discontinuing non-core business lines and/or entering and/or exiting certain territories
and/or channels of trade, advertising, promotional and marketing activities or for sales returns related to any reduction of space by the Company’s customers, product discontinuances or otherwise or lower than expected results from the Company’s
advertising, promotional, pricing and/or marketing plans, whether attributable to COVID-19 or otherwise; decreased sales of the Company’s existing or new products, whether attributable to COVID-19 or otherwise; actions by the Company’s customers,
such as greater than expected inventory management and/or de-stocking, and greater than anticipated space reconfigurations or reductions in display space and/or product discontinuances or a greater than expected impact from pricing, marketing,
advertising and/or promotional strategies by the Company’s customers, whether attributable to COVID-19 or otherwise; and changes in the competitive environment and actions by the Company’s competitors, including, among other things, business
combinations, technological breakthroughs, implementation of new pricing strategies, new product offerings, increased advertising, promotional and marketing spending and advertising, promotional and/or marketing successes by competitors. Factors
other than those referred to above could also cause Revlon’s results to differ materially from expected results. Additionally, the business and financial materials and any other statement or disclosure on, or made available through, Revlon’s
website or other websites referenced herein shall not be incorporated by reference into this Form 8-K.