Filing Details
- Accession Number:
- 0000950103-25-001086
- Form Type:
- 13D Filing
- Publication Date:
- 2025-01-29 19:00:00
- Filed By:
- Teoxane SA
- Company:
- Revance Therapeutics Inc. (NASDAQ:RVNC)
- Filing Date:
- 2025-01-30
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Teoxane SA | 6,550,800 | 0 | 6,550,800 | 0 | 6,550,800 | 6.2% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
|
Revance Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
761330109 (CUSIP Number) |
Patrice Calvayrac Teoxane SA, RUE DE LYON 105 GENEVA, V8, 1203 412234496 36 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/30/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 761330109 |
| 1 |
Name of reporting person
Teoxane SA | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SWITZERLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,550,800.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Revance Therapeutics, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1222 DEMONBREUN STREET, SUITE 2000, NASHVILLE,
TENNESSEE
, 37203. | |
Item 1 Comment:
This Amendment No. 4 ("Amendment No. 4") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on September 1, 2023 (as amended by Amendment No. 1 thereto filed on October 24, 2023, Amendment No. 2 thereto filed on December 19, 2024 and Amendment No. 3 thereto filed on January 6, 2025, the "Schedule 13D") with respect to shares of common stock, par value $0.001 per share (the "Common Stock"), of Revance Therapeutics, Inc. (the "Issuer").
Unless indicated otherwise, all items left blank remain unchanged and any items which are reported are deemed to amend and supplement the existing items in the Schedule 13D. Capitalized terms used herein and not otherwise defined in this Amendment No. 4 shall have the meanings ascribed to them in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
On December 9, 2024, the Issuer announced its entry into an Amended and Restated Agreement and Plan of Merger (as amended by Amendment, dated December 11, 2024, the "A&R Merger Agreement") with Crown Laboratories, Inc. and Reb Merger Sub, Inc. (collectively, "Crown"), pursuant to which Crown commenced a tender offer (the "Tender Offer") on December 12, 2024 to purchase all of the outstanding shares of Common Stock at a price of $3.10 per share (such price, the "Offer Price").
On January 6, 2025, the Reporting Person submitted a proposal (the "Proposal") to the chairman of the board of directors and the chief executive officer of the Issuer proposing a transaction (the "Proposed Transaction") pursuant to which the Reporting Person would purchase all of the outstanding shares of Common Stock that are not beneficially owned by the Reporting Person at a price of $3.60 per share.
On January 21, 2025, the Issuer announced its entry into an Amendment No. 2 to the Merger Agreement with Crown, pursuant to which Crown amended the Tender Offer on January 21, 2025 to increase the Offer Price to $3.65 per share (the "Revised Tender Offer").
Since the submission of the Proposal, the Reporting Person has diligently worked to arrange the debt and equity financing required for the consummation of the Proposed Transaction. However, as of the date hereof, the Reporting Person has concluded that committed financing is not available within the constraints of the existing timeline of the Revised Tender Offer. Accordingly, the Reporting Person is withdrawing the Proposal, effective immediately, and intends to tender all of the outstanding shares of Common Stock beneficially owned by the Reporting Person into the Revised Tender Offer. The Reporting Person looks forward to working with the Issuer and Crown. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See cover page. Based upon the Issuer's Quarterly Report on Form 10-Q, filed on November 7, 2024, there were 104,902,388 shares of Common Stock outstanding as of October 31, 2024. As of the date hereof, the Reporting Person beneficially owns and has voting and dispositive power over 6,550,800 shares of Common Stock, representing approximately 6.2% of the outstanding shares of Common Stock. | |
| (b) | See cover page. Based upon the Issuer's Quarterly Report on Form 10-Q, filed on November 7, 2024, there were 104,902,388 shares of Common Stock outstanding as of October 31, 2024. As of the date hereof, the Reporting Person beneficially owns and has voting and dispositive power over 6,550,800 shares of Common Stock, representing approximately 6.2% of the outstanding shares of Common Stock. | |
| (c) | The Reporting Person has not effected any transaction in shares of Common Stock during the past 60 days, except as otherwise disclosed in this Schedule 13D. | |
| (d) | To the best of the Reporting Person's knowledge, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported hereunder as beneficially owned by the Reporting Person. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby supplemented by incorporating by reference in its entirety the description of the withdrawal of the Proposal set forth in Item 4 above. | ||
| 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.
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