Filing Details

NOVAN, INC.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

66988N106

(CUSIP Number)

Donald R. Parker

Reedy Creek Investments LLC

100 Matrix Drive, Bx 8000

Cary, North Carolina 27513

(919) 677-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 26, 2020

(Date of Event which Requires Filing of This Statement)

1	NAME OF REPORTING PERSON JAMES H. GOODNIGHT
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  ☐ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 4,858,298(1)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 4,858,298(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,858,298(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.0% (1)
14	TYPE OF REPORTING PERSON IN

EXPLANATORY NOTE

This Amendment No. 2 (the “Amendment No. 2”) to Schedule 13D relating to the Common Stock, par value $0.0001 per share (the “Common Stock”), of Novan, Inc., a Delaware corporation (“Novan” or the “Issuer”), is filed to amend certain Items of the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on January 22, 2018, as amended by Amendment No. 1 to the Schedule 13D filed with the Commission on March 13, 2020 (as so amended by Amendment No. 1, the “Schedule 13D” and, together with this Amendment No. 2, the “Amended Schedule 13D”) on behalf of each of (i) Reedy Creek Investments LLC (“Reedy Creek”), (ii) Donald R. Parker, (iii) James H. Goodnight Management Trust (the “Trust”), and (iv) James H. Goodnight (collectively, the “Reporting Persons”).  Except as set forth in this Amendment No. 2, all Items in the Schedule 13D are unchanged.

Item 4.          Purpose of the Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

On March 26, 2020, the Issuer filed a Current Report on Form 8-K (the “Form 8-K”) with the Commission reporting that, on March 24, 2020, it entered into a securities purchase agreement pursuant to which, on March 26, 2020, it completed an offering (the “Offering”) of 10,550,000 shares of Common Stock and pre-funded warrants to purchase up to an aggregate of 8,054,652 shares of Common Stock and issued to the placement agent in the Offering warrants to purchase up to an aggregate of 558,140 shares of Common Stock. None of the Reporting Persons purchased or sold any shares of Common Stock or warrants in the Offering.

Item 5.          Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

Percentages are calculated based on 67,361,736 shares of Common Stock outstanding following the closing of the Offering referenced in Item 4 above, as reported in the Issuer’s Prospectus Supplement on Form 424(b)(5), dated March 24, 2020 and filed with the Commission on March 25, 2020, and the Form 8-K.

(a) & (b) Amount and Nature of Beneficial Ownership Reported.

As of the date hereof, Reedy Creek may be deemed to beneficially own, in the aggregate, 7,894,736 shares of Common Stock, for which Reedy Creek shares voting and dispositive power, consisting of 3,947,368 shares of Common Stock held directly and Warrants to acquire 3,947,368 shares of Common Stock held directly, which represents approximately 11.1% of the shares of Common Stock.

Reedy Creek owns 11.38% of Malin Corp plc, which in turn owns 100% of Malin Life Sciences Holdings Limited (“MLSHL”), which beneficially owns 2,623,485 shares of Common Stock as reported in a Schedule 13D filed with the Securities and Exchange Commission on October 6, 2016. Reedy Creek disclaims beneficial ownership of the shares of Common Stock held by MLSHL.

As of the date hereof, Donald R. Parker may be deemed to beneficially own, in the aggregate, 7,902,936 shares of Common Stock, consisting of 5,000 shares of Common Stock held directly, for which Mr. Parker has sole voting and dispositive power; 3,200 shares of Common Stock held by certain minor custodial accounts for which Mr. Parker is the sole custodian, for which Mr. Parker has sole voting and dispositive power; and 3,947,368 shares of Common Stock and Warrants to acquire 3,947,368 shares of Common Stock held by Reedy Creek, for which Mr. Parker shares voting and dispositive power, which collectively represents approximately 11.1% of the shares of Common Stock.

As of the date hereof, the Trust may be deemed to beneficially own, in the aggregate, 4,858,298 shares of Common Stock, for which the Trust shares voting and dispositive power, consisting of 2,429,149 shares of Common Stock and Warrants to acquire 2,429,149 shares of Common Stock held by Reedy Creek, which represents approximately 7.0% of the shares of Common Stock.

As of the date hereof, James H. Goodnight may be deemed to beneficially own, in the aggregate, 4,858,298 shares of Common Stock, for which Dr. Goodnight shares voting and dispositive power, consisting of 2,429,149 shares of Common Stock and Warrants to acquire 2,429,149 shares of Common Stock held by Reedy Creek, which represents approximately 7.0% of the shares of Common Stock.

(c)          Recent Transactions.

The Reporting Persons have not effected any transaction in the shares of the Company’s Common Stock during the past 60 days.

(d)          Certain Rights to Receive Dividends or Direct Sale Proceeds.

Except as set forth in the Schedule 13D, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock covered by the Schedule 13D.

(e)          Ownership of Five Percent or Less of Class.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  April 2, 2020