UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 8.01 | OTHER EVENTS |
On March 4, 2024, Revance Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., as underwriter (the “Underwriter”), relating to the public offering, issuance and sale (the “Offering”) of 16,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price to the public of $6.25 per share (except with respect to 30,000 shares to be sold and issued to Mark Foley, the Company’s chief executive officer and director, at $6.98 per share, which was the consolidated closing bid price of the Common Stock on The Nasdaq Global Market on March 1, 2024).
The Offering is expected to close on or about March 6, 2024, subject to customary closing conditions.
The Offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3ASR (Registration No. 333-275548) (the “Registration Statement”), which was filed with the Securities and Exchange Commission (the “SEC”) and became automatically effective on November 14, 2023. On March 5, 2024, the Company filed with the SEC a final prospectus supplement relating to the issuance and sale of the shares.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, 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, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.
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.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated March 4, 2024, by and between the Company and the Underwriter | |
| 5.1 | Opinion of Cooley LLP | |
| 23.1 | Consent of Cooley LLP (contained in Exhibit 5.1) | |
| 104 | Interactive Data File (embedded within the inline XBRL document) | |
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.
| Date: March 5, 2024 | Revance Therapeutics, Inc. | |||||
| By: | /s/ Tobin C. Schilke | |||||
| Tobin C. Schilke | ||||||
| Chief Financial Officer | ||||||