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): December 12, 2024 (December 11, 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 1.01 Entry Into a Material Definitive Agreement.

A&R Merger Agreement Amendment

On December 11, 2024, Revance Therapeutics, Inc., a Delaware corporation (“Revance” or the “Company”), entered into an amendment (the “Amendment”) to the Amended and Restated Agreement and Plan of Merger, dated December 7, 2024 (the “A&R Merger Agreement”), by and among the Company, Crown Laboratories, Inc., a Delaware corporation (“Parent”) and Reba Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub,” and together with Parent, the “Buyer Parties”). Capitalized terms not defined herein shall have the meaning ascribed to them in the A&R Merger Agreement.

Under the Amendment, the Company and the Buyer Parties have agreed to amend the A&R Merger Agreement to, among other things, clarify the mechanism for calculating the Expiration Time.

Other than as expressly modified by the Amendment, the A&R Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 9, 2024, remains in full force and effect. The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
  
Description
 
Amendment to the Amended and Restated Agreement and Plan of Merger, by and among Crown Laboratories, Inc., Reba Merger Sub, Inc. and Revance Therapeutics, Inc. dated as of December 11, 2024
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 Company’s and Parent’s future financial performance, business prospects and strategy, expectations with respect to the Offer and the Merger, including the timing thereof and the Company’s and the Buyer Parties’ ability to successfully complete such transactions and realize the anticipated benefits. 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 A&R 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) 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 the Company 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: December 12, 2024

Exhibit 2.1

AMENDMENT TO THE AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER

This AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER is made and entered into as of December 11, 2024 (this “Amendment”), by and among Crown Laboratories, Inc., a Delaware corporation (“Parent”), Reba Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub,” and together with Parent, the “Buyer Parties”), and Revance Therapeutics, Inc., a Delaware corporation (the “Company”). Each of the Company, Parent and Merger Sub is sometimes referred to as a “Party.”

RECITALS

WHEREAS, the Parties entered into that certain Amended and Restated Agreement and Plan of Merger, dated as of December 7, 2024 (the “Agreement”).

WHEREAS, under Section 10.4 of the Agreement, the Agreement may be amended by the Parties at any time by execution of an instrument in writing signed on behalf of each of the Buyer Parties and the Company; provided that provisions relating to the Financing Sources set forth in Section 10.2, Section 10.3(f), Section 10.6, Section 11.3, Section 11.6, Section 11.8, Section 11.9, Section 11.10, Section 11.11 and Section 10.4 of the Agreement (and the defined terms used therein) may not be amended, modified or altered without the prior written consent of the Financing Sources.

WHEREAS, the Parties desire to amend the Agreement in accordance with Section 10.4 of the Agreement and as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the Parties agree as follows:

1.          Defined Terms.  Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to such terms in the Agreement.

2.          Amendments to Agreement.

(a)
The reference to “Section 11.4” in Section 1.1(zzz) of the Agreement is hereby deleted in its entirety and replaced with “Section 11.14”.

(b)
The reference to “(calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act)” in Section 2.1(c) of the Agreement is hereby deleted in its entirety.

(c)
The reference to “Section 11.4” in Section 7.3(d)(ii)(2) of the Agreement is hereby deleted in its entirety and replaced with “Section 11.14”.

(d)
The reference to “Section 11.4” in Section 10.1(h)(iii) of the Agreement is hereby deleted in its entirety and replaced with “Section 11.14”.

(e)
Each reference to “Pre-Closing Claims” in Section 11.14 of the Agreement is hereby deleted in its entirety and each replaced with “Pre-Amendment Claims”.


3.          Effect of Amendment.  Except as expressly amended and/or superseded by this Amendment, the Agreement remains and shall remain in full force and effect. This Amendment shall not constitute an amendment or waiver of any provision of the Agreement, except as expressly set forth herein. Upon the execution and delivery hereof, the Agreement shall thereupon be deemed to be amended and supplemented as set forth herein. This Amendment and the Agreement shall each henceforth be read, taken and construed as one and the same instrument, but such amendments and supplements shall not operate so as to render invalid or improper any action heretofore taken under the Agreement. If and to the extent there are any inconsistencies between the Agreement and this Amendment with respect to the matters set forth herein, the terms of this Amendment shall control. Whenever the Agreement is referred to in the Agreement or in any other agreements, documents and instruments, such reference shall be deemed to be to the Agreement as amended by this Amendment.

4.          Miscellaneous.  Sections 11.1–11.11, Section 11.13 and Section 11.14 of the Agreement are each hereby incorporated by reference mutatis mutandis.

[Signature page follows.]


IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.

 
CROWN LABORATORIES, INC.
       
 
By:
 /s/ Jeffrey A. Bedard
   
Name:
Jeffrey A. Bedard
   
Title:
Chief Executive Officer
       
 
REBA MERGER SUB, INC.
       
 
By:
 /s/ Jeffrey A. Bedard
   
Name:
Jeffrey A. Bedard
   
Title:
Chief Executive Officer
       
 
REVANCE THERAPEUTICS, INC.
       
 
By:
 /s/ Mark J. Foley
   
Name:
Mark J. Foley
   
Title:
President & Chief Executive Officer


[Signature Page to the Amendment to the A&R Merger Agreement]
v3.24.3
Document and Entity Information
Dec. 11, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Dec. 11, 2024
Entity File Number 001-36297
Entity Registrant Name Revance Therapeutics, Inc.
Entity Central Index Key 0001479290
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 77-0551645
Entity Address, Address Line One 1222 Demonbreun Street
Entity Address, Address Line Two Suite 2000
Entity Address, City or Town Nashville
Entity Address, State or Province TN
Entity Address, Postal Zip Code 37203
City Area Code 615
Local Phone Number 724-7755
Title of 12(b) Security Common Stock, $0.001 par value
Trading Symbol RVNC
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
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