REVANCE THERAPEUTICS, INC. (NASDAQ:RVNC) Files An 8-K Entry into a Material Definitive AgreementITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 13, 2018, Revance Therapeutics, Inc. (the “Company”) entered into a Controlled Equity OfferingSM sales agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor Fitzgerald”), as sales agent, to which the Company may offer and sell, from time to time, through Cantor Fitzgerald, shares of the Company’s common stock, par value $0.001 per share, having an aggregate offering price of up to $125.0 million (the “ATM Offering”). The shares will be offered and sold to the Company’s shelf registration statement on Form S-3 (File No. 333-221911) filed on December 5, 2017.
The Company entered into the ATM Offering agreement to replace its previous 2016 ATM Offering agreement, which was terminated effective March 8, 2018. The Company believes it is prudent to maintain a shelf registration and ATM Offering to allow flexibility for potential future capital needs.
The Company is not obligated to sell any shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, Cantor Fitzgerald will use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The Nasdaq Global Market, to sell shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Under the Sales Agreement, Cantor Fitzgerald may sell shares by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. The Company will pay Cantor Fitzgerald a commission of 3.0% of the aggregate gross proceeds from each sale of shares, reimburse legal fees and disbursements and provide Cantor Fitzgerald with customary indemnification and contribution rights. The Sales Agreement may be terminated by Cantor Fitzgerald or the Company at any time upon notice to the other party, or by Cantor Fitzgerald at any time in certain circumstances, including the occurrence of a material and adverse change in the Company’s business or financial condition that makes it impractical or inadvisable to market the shares or to enforce contracts for the sale of the shares.
The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K. The legal opinion of Cooley LLP relating to the shares of common stock being offered to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the Sales 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.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On March 7, 2016, the Company entered into a sales agreement (the “Cowen Sales Agreement”) with Cowen and Company, LLC (“Cowen”) to sell shares of Common Stock having aggregate sales proceeds of up to $75 million, from time to time, through an “at the market” equity offering program under which Cowen acted as sales agent.
The Company and Cowen agreed to terminate the Cowen Sales Agreement effective as of March 8, 2018.
The foregoing description of the Cowen Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cowen Sales Agreement, a copy of which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2016.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Revance Therapeutics, Inc. ExhibitEX-5.1 2 rvnc51.htm EXHIBIT 5.1 Exhibit Exhibit 5.1Gordon K. HoT: +1 650 843 [email protected] 13,…To view the full exhibit click
About REVANCE THERAPEUTICS, INC. (NASDAQ:RVNC)
Revance Therapeutics, Inc. is a biotechnology company. The Company is focused on the development, manufacturing and commercialization of botulinum toxin products for multiple aesthetic and therapeutic indications. Its TransMTS technology enables delivery of botulinum toxin type A through investigational drug product candidates, including DaxibotulinumtoxinA Topical Gel (RT001), or RT001 topical, and DaxibotulinumtoxinA for Injection (RT002), or RT002 injectable. Its botulinum toxin-peptide complex has over two components that contribute to the performance of RT001 and RT002. Its TransMTS peptide provides the delivery across the skin and restricts the toxin molecule to the target site. Then, the botulinum toxin type A provides the mechanism of pharmacologic action and is responsible for the drug effects demonstrated in its clinical trials. Its TransMTS peptide technology serves various purposes depending on whether it is used in a topical formulation or in an injectable formulation.