8-K

UNITED STATES

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): July 16, 2019

Revance Therapeutics, Inc.
	(Exact name of registrant as specified in its charter)

DELAWARE	001-36297	77-0551645
(State of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

7555 Gateway Boulevard, Newark, California 94560

(Address of principal executive offices and zip code)

(510) 742-3400

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):
¨	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 5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(d) Appointment of Director

Effective as of July 16, 2019, the Board of Directors (the “Board”) of Revance Therapeutics, Inc. (the “Company”) elected Chris Nolet to serve as a member of the Board for the term expiring at the Company’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”) and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Mr. Nolet’s appointment was recommended to the Board by its Nominating and Corporate Governance Committee. Mr. Nolet will also serve as a member of the Audit Committee and, effective as of mid-August 2019, as Chair of such committee.

In accordance with the Company’s Non-Employee Director Compensation Policy (the “Policy”), Mr. Nolet is entitled to receive a $40,000 annual retainer for service as a Board member and an additional $10,000 annual retainer for service as a member of the Audit Committee ($20,000 following his designation as Chair of such committee). Effective as of July 16, 2019, Mr. Nolet was granted an option to purchase 18,000 shares of common stock under the Company’s 2014 Equity Incentive Plan with an exercise price equal to $12.32 and 9,000 shares of restricted common stock. The option and stock award will vest on the one year anniversary of the date of grant, subject to Mr. Nolet’s continued service as a director through the vesting date.

The Company also entered into the Company’s standard form of indemnification agreement with Mr. Nolet. The indemnification agreement provides, among other things, that the Company will indemnify Mr. Nolet for certain expenses which he may be required to pay in connection with certain claims to which he may be made a party by reason of his position as a director of the Company, and otherwise to the fullest extent permitted under Delaware law and the Company’s Amended and Restated Bylaws. The form of indemnification agreement was previously filed as Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (No. 333-193154), as amended, as filed on January 27, 2014, and is incorporated herein by reference.

There are no arrangements or understandings between Mr. Nolet and any other persons pursuant to which he was elected as a director of the Company. There are no family relationships between Mr. Nolet and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Mr. Nolet and the Company.

A copy of the Company’s press release announcing the appointment of Mr. Nolet is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Number	Description
99.1	Press Release dated July 17, 2019.

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:	July 17, 2019	Revance Therapeutics, Inc.
		By:	/s/ Caryn G. McDowell
			Caryn G. McDowell
			Senior Vice President, General Counsel & Corporate Secretary

EX-99.1

Exhibit 99.1

Revance Adds Life Sciences Audit Executive Chris Nolet to Board of Directors

- Nolet will serve as Chair of the Audit Committee -

NEWARK, Calif., July 17, 2019​ - ​Revance Therapeutics, Inc. (Nasdaq: RVNC), a biotechnology company developing a new category of high-performance neuromodulators for use in treating aesthetic and therapeutic conditions, today announced the appointment of Chris Nolet to the company’s Board of Directors. Mr. Nolet brings deep experience as a long-time audit partner and business advisor in the Life Sciences industry, and will provide strong leadership as he also assumes the role of Chair of the Revance Audit Committee, planned for mid-August.

“Chris Nolet brings an extraordinary record of industry-shaping consultation to the Revance Board of Directors,” said Dan Browne, President and Chief Executive Officer of Revance. “Chris’s leadership roles with Ernst & Young (EY) Life Sciences Industry Group and the California Life Sciences Industry Association (CLSA) among others, bring invaluable economic, operational, and policy expertise to the company. As Chair of the Audit Committee, he will provide valuable oversight of our corporate accounting and financial reporting processes, internal controls, financial reporting and audit functions, as we our progress towards commercial company status.”

Mr. Nolet is the former West Region Life Sciences Industry Leader & Partner at EY, retiring in June of 2019 after more than 38 years in the profession. In addition to serving clients, his responsibilities included leading West Region EY Life Sciences Industry Group, and serving as a member of the Global EY Life Sciences Executive Leadership Group, which established policies and operating strategies for EY Life Sciences practice worldwide. He currently serves on both the Executive Committee and Audit Committee (Chair) of CLSA, and is a former member of the Finance & Investment Committee and Emerging Companies Section of the Biotechnology Innovation Organization. Prior to joining EY, Mr. Nolet was​ ​a partner at PricewaterhouseCoopers where he led the Life Sciences practice in the western U.S. He has a B.S. in Accounting from San Diego State University and ​is​ a Certified Public Accountant in California.

“I have been very fortunate to work with the full range of life sciences companies, from rapidly growing venture-capital backed startups to Fortune 100 companies, and understand the underpinnings of a successful

commercial biotech business,” said Mr. Nolet. “I am elated to be a part of the Revance board as the company prepares to meaningfully transform patient experiences and disrupt the $4.5 billion global neuromodulator industry with its innovative science.”

About Revance Therapeutics, Inc.

Revance Therapeutics is a biotechnology company focused on developing transformative neuromodulators to address a broad spectrum of aesthetic and therapeutic conditions. Revance’s lead product candidate, DaxibotulinumtoxinA for Injection (DAXI), utilizes a unique proprietary peptide excipient technology combined with highly purified botulinum toxin type A to produce a novel, long-acting neuromodulator. In aesthetics, Revance successfully completed its Phase 3 program for DAXI in glabellar (frown) lines and is currently pursuing U.S. regulatory approval in 2020, while also running two separate Phase 2 studies in forehead lines and lateral canthal lines (crow’s feet). In therapeutics, DAXI is being studied in three indications, including a Phase 3 trial in cervical dystonia, a Phase 2 trial in adult upper limb spasticity, and a Phase 2 trial in plantar fasciitis, with plans to also study migraine. Beyond DAXI, Revance also has begun development of a biosimilar to BOTOX®, which would compete in the existing short-acting neuromodulator marketplace. More information on Revance may be found at www.revance.com.

“Revance Therapeutics” and the Revance logo are registered trademarks of Revance Therapeutics, Inc.

BOTOX® is a registered trademark of Allergan, Inc.

Forward-Looking Statements

This press release contains forward-looking statements, including statements related to the process and timing of, and ability to complete, current and anticipated future clinical development of our investigational drug product candidates, the initiation, design, timing and results of our clinical studies statements about our business and brand strategy, including our potential products, timeline and other goals and market for our anticipated products, plans and prospects; including our plans and timing and potential commercialization, with respect to our product candidates; statements about potential benefits of our drug product candidates and our excipient peptide and other technologies.

Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from our expectations. These risks and uncertainties include, but are not limited to: the outcome, cost, and timing of our product development activities and clinical trials; the uncertain clinical development process, including the risk that clinical trials may not have an effective design or generate positive results; our ability to obtain and maintain regulatory approval of our drug product candidates; our ability to obtain funding

for our operations; our plans to research, develop, and commercialize our drug product candidates; our ability to achieve market acceptance of our drug product candidates; unanticipated costs or delays in research, development, and commercialization efforts; the applicability of clinical study results to actual outcomes; the size and growth potential of the markets for our drug product candidates; our ability to successfully commercialize our drug product candidates and the timing of commercialization activities; the rate and degree of market acceptance of our drug product candidates; our ability to develop sales and marketing capabilities; the accuracy of our estimates regarding expenses, future revenues, capital requirements and needs for financing; our ability to continue obtaining and maintaining intellectual property protection for our drug product candidates; and other risks. Detailed information regarding factors that may cause actual results to differ materially from the results expressed or implied by statements in this press release may be found in Revance's periodic filings with the Securities and Exchange Commission (the "SEC"), including factors described in the section entitled "Risk Factors" of our of our quarterly report on Form 10-Q filed May 9, 2019. These forward-looking statements speak only as of the date hereof. Revance disclaims any obligation to update these forward-looking statements.

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Contacts

INVESTORS

Revance Therapeutics, Inc.:

Jeanie Herbert, 714-325-3584

jherbert@revance.com

or

Gilmartin Group, LLC.:

Laurence Watts, 619-916-7620

laurence@gilmartinir.com

MEDIA

General Media:

Y&R:

Jenifer Slaw

347-971-0906

jenifer.slaw@YR.com

or

Trade Media:

Nadine Tosk, 504-453-8344

nadinepr@gmail.com

Source: Revance Therapeutics, Inc.