Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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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) |
12/19/2024 (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
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| 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)
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| 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)
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| 6 | Citizenship or place of organization
SWITZERLAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 13 | Percent of class represented by amount in Row (11)
6.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| 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. 2 ("Amendment No. 2") 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, 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 an
d supplement the existing items in the Schedule 13D. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 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 (the "A&R Merger Agreement") with Crown Laboratories, Inc. and Reb Merger Sub, Inc. (collectively, "Crown"), pursuant to which Crown commenced a tender offer on December 12, 2024 to purchase all of the outstanding shares of Common Stock at a price of $3.10 per share (the transactions contemplated by the A&R Merger Agreement, the "Proposed Transaction").The Reporting Person believes that the Proposed Transaction undervalues the Issuer and that the consummation of the Proposed Transaction is not in the best interests of the Issuer or its stockholders.The Reporting Person intends to review its investment in the Issuer on a continuing basis. The Reporting Person intends to continue to consider, explore and/or develop plans and may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, engaging in communications with the management and the board of directors of the Issuer, engaging in discussions with stockholders of the Issuer or third parties regarding the Proposed Transaction, and making proposals to the Issuer, and engaging in discussions with third parties, concerning alternative strategic transactions. The Reporting Person may also take any other actions with respect to its investment in the Issuer permitted by law, including any or all of the actions set forth in clauses (a)-(j) of Item 4 of Schedule 13D. The Reporting Person may at any time reconsider and change their plans or proposals relating to the foregoing. | ||
| 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 information 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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