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.
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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. 3)*
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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) |
01/06/2025 (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
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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. 3 ("Amendment No. 3") 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 and Amendment No. 2 thereto filed on December 19, 2024, 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. 3 shall have the meanings ascribed to them in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The description of the Proposal set forth in Item 4 below is incorporated by reference in its entirety into this Item 3. It is anticipated that funding for the cash portion of the consideration payable pursuant to the Proposal will be obtained from the Reporting Person's working capital, debt and equity financing sources and/or other financing sources. | ||
| 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.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.The Proposed Transaction is subject to a number of conditions, including, among other things, any applicable regulatory approvals, the negotiation and execution of definitive transaction documents and the satisfactory completion of confirmatory due diligence.The Proposal is non-binding in nature, constitutes a preliminary indication of interest and does not obligate the Reporting Person or the Issuer to negotiate or enter into a definitive agreement with respect to the Proposed Transaction. No assurances can be given that a definitive agreement with respect to the Proposed Transaction will be entered into or whether the Proposed Transaction will be consummated.The Proposed Transaction could result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of additional securities of the Issuer, an extraordinary corporate transaction involving the Issuer, a change to the present board of directors of the Issuer, and a material change to the present capitalization or dividend policy of the Issuer. The Reporting Person is expected to take actions in furtherance of the Proposed Transaction set forth in the Proposal or any amendment thereof.The Reporting Persons may at any time, or from time to time, acquire additional shares of Common Stock or dispose of their shares of Common Stock, propose, pursue, or choose not to pursue the Proposed Transaction; change the terms of the Proposed Transaction, including the price, conditions, or scope of the Proposed Transaction; take any action in or out of the ordinary course of business to facilitate or increase the likelihood of consummation of the Proposed Transaction; otherwise seek control or seek to influence the management and policies of the Issuer; or change their intentions with respect to any such matters.The foregoing description of the Proposal does not purport to be complete and is qualified in its entirety by reference to the full text of the Proposal which is filed as Exhibit 99.1 hereto and is incorporated by reference in its entirety into this Item 4.On January 6, 2025, the Reporting Person issued a press release in connection with the Proposal, a copy of which is filed as Exhibit 99.2 hereto and is incorporated by reference in its entirety into this Item 4. | ||
| 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 Proposal set forth in Item 4 above. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Proposal, dated January 6, 2025, from Teoxane SA to the chairman of the board of director and the chief executive officer of the Issuer.99.2 Teoxane SA press release dated January 6, 2025. | ||
| 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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