UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SeptemberJune 30, 20212022
or
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___
Commission File No. 001-36297
Revance Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware77-0551645
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)

1222 Demonbreun Street, Suite 2000, Nashville, Tennessee, 37203
(Address, including zip code, of principal executive offices)

(615) 724-7755
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareRVNCNasdaq Global Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filerEmerging growth company
Non-accelerated filerSmaller reporting 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 statement accounting standards provide pursuance to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐    No  ý
Number of shares outstanding of the registrant’s common stock, par value $0.001 per share, as of October 28, 2021: 71,794,852July 29, 2022: 73,105,693


Table of Contents

  Page
PART I. FINANCIAL INFORMATION
Item 1.
Item 2.
Item 3.
Item 4.
PART II. OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.


“Revance TherapeuticsTM,” the Revance logos and other trademarks or service marks of Revance appearing in this quarterly reportQuarterly Report on Form 10-Q (this “Report”) are the property of Revance Therapeutics, Inc. OPULTMis the property of Hint, Inc., a wholly owned subsidiary of Revance Therapeutics, Inc. This Report contains additional trade names, trademarks and service marks of others, which are the property of their respective owners. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.
Unless expressly indicated or the context requires otherwise, the terms “Revance,” “company,“Company,” “we,” “us,” and “our,” in this document refer to Revance Therapeutics, Inc., a Delaware corporation, and, where appropriate, its wholly owned subsidiaries.



Table of Contents
PART I.FINANCIALI. FINANCIAL INFORMATION

ITEM 1. Condensed Consolidated Financial Statements (Unaudited)
3


REVANCE THERAPEUTICS, INC.
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
(Unaudited)
 September 30,December 31,
 20212020
ASSETS
CURRENT ASSETS
Cash and cash equivalents$127,177 $333,558 
Short-term investments146,504 102,947 
Accounts receivable, net1,658 1,829 
Inventories10,192 5,876 
Prepaid expenses and other current assets8,352 5,793 
Total current assets293,883 450,003 
Property and equipment, net22,029 17,499 
Goodwill146,964 146,964 
Intangible assets, net59,491 71,343 
Operating lease right of use assets45,533 29,632 
Restricted cash5,057 3,445 
Other non-current assets8,871 1,334 
TOTAL ASSETS$581,828 $720,220 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable$8,038 $12,657 
Accruals and other current liabilities38,887 32,938 
Deferred revenue, current10,941 7,851 
Operating lease liabilities, current4,829 4,437 
Derivative liability3,179 3,081 
Total current liabilities65,874 60,964 
Convertible senior notes280,319 180,526 
Deferred revenue, non-current73,757 77,294 
Operating lease liabilities, non-current40,466 27,146 
Other non-current liabilities1,250 — 
TOTAL LIABILITIES461,666 345,930 
Commitments and Contingencies (Note 13)
00
STOCKHOLDERS’ EQUITY
Convertible preferred stock, par value $0.001 per share — 5,000,000 shares authorized, and no shares issued and outstanding as of September 30, 2021 and December 31, 2020— — 
Common stock, par value $0.001 per share — 190,000,000  and 95,000,000 shares authorized as of September 30, 2021 and December 31, 2020, respectively; 71,838,777 and 69,178,666 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively72 69 
Additional paid-in capital1,454,947 1,500,514 
Accumulated other comprehensive loss(3)— 
Accumulated deficit(1,334,854)(1,126,293)
TOTAL STOCKHOLDERS’ EQUITY120,162 374,290 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$581,828 $720,220 
 June 30,December 31,
 20222021
ASSETS
CURRENT ASSETS
Cash and cash equivalents$69,418 $110,623 
Short-term investments164,397 114,448 
Accounts receivable, net5,590 3,348 
Inventories13,600 10,154 
Prepaid expenses and other current assets7,940 7,544 
Total current assets260,945 246,117 
Property and equipment, net22,595 24,661 
Goodwill146,964 146,964 
Intangible assets, net47,022 55,334 
Operating lease right-of-use assets41,802 44,340 
Finance lease right-of-use asset17,398 — 
Restricted cash5,921 5,046 
Other non-current assets19,236 8,701 
TOTAL ASSETS$561,883 $531,163 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable$13,272 $10,603 
Accruals and other current liabilities27,469 39,558 
Deferred revenue, current10,665 9,362 
Finance lease liability, current17,720 — 
Operating lease liabilities, current4,975 4,746 
Derivative liability3,125 3,020 
Total current liabilities77,226 67,289 
Debt, non-current378,383 280,635 
Deferred revenue, non-current69,605 74,152 
Operating lease liabilities, non-current36,613 39,131 
Other non-current liabilities2,687 1,485 
TOTAL LIABILITIES564,514 462,692 
Commitments and Contingencies (Note 11)
00
STOCKHOLDERS’ EQUITY (DEFICIT)
Convertible preferred stock, par value $0.001 per share — 5,000,000 shares authorized, and no shares issued and outstanding as of June 30, 2022 and December 31, 2021— — 
Common stock, par value $0.001 per share — 190,000,000 shares authorized both as of June 30, 2022 and December 31, 2021; 73,123,363 and 71,584,057 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively73 72 
Additional paid-in capital1,521,411 1,466,369 
Accumulated other comprehensive loss(386)(18)
Accumulated deficit(1,523,729)(1,397,952)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)(2,631)68,471 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)$561,883 $531,163 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
34


REVANCE THERAPEUTICS, INC.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except share and per share amounts)
(Unaudited)
 
 Three Months Ended September 30,Nine Months Ended September 30,
 2021202020212020
Revenue
Product revenue$18,296 $2,819 $46,982 $2,868 
Collaboration revenue1,129 808 4,034 1,116 
Service revenue320 208 832 208 
Total revenue19,745 3,835 51,848 4,192 
Operating expenses:
Cost of product revenue (exclusive of amortization)5,827 1,081 15,453 1,102 
Cost of service revenue (exclusive of amortization)59 76 
Selling, general and administrative52,782 48,183 152,385 99,013 
Research and development30,095 29,130 86,787 96,027 
Amortization3,705 2,565 10,219 3,239 
Total operating expenses92,468 80,963 264,920 199,385 
Loss from operations(72,723)(77,128)(213,072)(195,193)
Interest income84 413 266 2,868 
Interest expense(1,571)(4,334)(4,700)(10,738)
Changes in fair value of derivative liability(20)(62)(98)(211)
Other expense, net(146)(146)(608)(406)
Loss before income taxes(74,376)(81,257)(218,212)(203,680)
Income tax provision— — — (100)
Net loss(74,376)(81,257)(218,212)(203,780)
Unrealized loss and adjustment on securities included in net loss(1)(117)(3)(3)
Comprehensive loss$(74,377)$(81,374)$(218,215)$(203,783)
Basic and diluted net loss$(74,376)$(81,257)$(218,212)$(203,780)
Basic and diluted net loss per share$(1.10)$(1.34)$(3.24)$(3.62)
Basic and diluted weighted-average number of shares used in computing net loss per share67,782,033 60,526,740 67,297,954 56,233,093 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4

REVANCE THERAPEUTICS, INC.
Condensed Consolidated Statements of Stockholders’ Equity
(In thousands, except share and per share amounts)
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
SharesAmountSharesAmountSharesAmountSharesAmount
Convertible Preferred Stock— $— — $— — $— — $— 
Common Stock
Balance — Beginning of period71,798,624 72 57,313,556 57 69,178,666 69 52,374,735 52 
Issuance of restricted stock awards and performance stock awards, net of cancellation99,965 — 1,170,500 1,136,221 2,588,353 
Issuance of common stock in connection with at-the-market offerings— — — — 761,526 — — 
Issuance of common stock upon exercise of stock options and warrants41,900 — 511,049 921,376 587,843 
Issuance of common stock relating to employee stock purchase plan— — — — 91,562 — 48,661 — 
Shares withheld related to net settlement of restricted stock awards(101,712)— (178,005)— (250,574)— (257,492)— 
Issuance of common stock in connection with the Teoxane Agreement— — — — — — 2,500,000 
Issuance of common stock in connection with offerings— — — — — — 975,000 
Issuance of common stock in connection with the HintMD Acquisition— — 7,770,613 — — 7,770,613 
Balance — End of period71,838,777 72 66,587,713 67 71,838,777 72 66,587,713 67 
Additional Paid-In Capital
Balance — Beginning of period— 1,446,643 — 1,222,271 — 1,500,514 — 1,069,639 
Cumulative-effect adjustment from adoption of ASU 2020-06— — — — — (108,509)— — 
Issuance of restricted stock awards and performance stock awards, net of cancellation— — — (1)— (1)— (2)
Issuance of common stock in connection with at-the-market offerings, net of issuance costs— (70)— — — 21,553 — — 
Issuance of common stock upon exercise of stock options and warrants— 314 — 3,805 — 12,823 — 4,804 
Issuance of common stock relating to employee stock purchase plan— — — — — 2,206 — 671 
Shares withheld related to net settlement of restricted stock awards— (2,694)— (4,493)— (6,944)— (6,005)
Stock-based compensation— 10,754 — 11,092 — 33,305 — 24,989 
Equity component of convertible senior notes— — — — — — — 108,510 
Issuance of common stock in connection with the Teoxane Agreement— — — — — — — 43,397 
Issuance of common stock in connection with offerings, net of issuance costs of $44— — — — — — — 15,536 
Capped call transactions related to the issuance of convertible senior notes— — — — — — — (28,865)
Issuance of common stock and awards assumed in connection with the HintMD Acquisition— — — 188,096 — — — 188,096 
Balance — End of period— $1,454,947 — $1,420,770 — $1,454,947 — $1,420,770 
 Three Months Ended June 30,Six Months Ended June 30,
 2022202120222021
Revenue:
Product revenue$25,483 $17,039 $46,320 $28,686 
Collaboration revenue1,659 1,394 5,227 2,905 
Service revenue1,226 371 2,082 512 
Total revenue28,368 18,804 53,629 32,103 
Operating expenses:
Cost of product revenue (exclusive of amortization)8,121 5,409 15,449 9,626 
Cost of service revenue (exclusive of amortization)1,402 17 1,967 17 
Selling, general and administrative47,847 50,598 92,922 99,603 
Research and development24,913 29,441 55,642 56,692 
Amortization3,927 3,676 7,712 6,514 
Total operating expenses86,210 89,141 173,692 172,452 
Loss from operations(57,842)(70,337)(120,063)(140,349)
Interest income619 85 695 182 
Interest expense(3,874)(1,569)(5,805)(3,129)
Changes in fair value of derivative liability(61)(19)(105)(78)
Other expense, net(277)(357)(499)(462)
Net loss(61,435)(72,197)(125,777)(143,836)
Unrealized loss(327)(2)(368)(2)
Comprehensive loss$(61,762)$(72,199)$(126,145)$(143,838)
Basic and diluted net loss$(61,435)$(72,197)$(125,777)$(143,836)
Basic and diluted net loss per share$(0.88)$(1.07)$(1.82)$(2.15)
Basic and diluted weighted-average number of shares used in computing net loss per share70,061,457 67,462,413 69,202,062 67,051,902 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5


REVANCE THERAPEUTICS, INC.
Condensed Consolidated Statements of Stockholders’ Equity—(Continued)Equity (Deficit)
(In thousands, except share and per share amounts)
(Unaudited) 
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
SharesAmountSharesAmountSharesAmountSharesAmount
Convertible Preferred Stock— $— — $— — $— — $— 
Common Stock
Balance — Beginning of period71,763,765 72 71,411,389 71 71,584,057 72 69,178,666 69 
Issuance of common stock in connection with at-the-market offerings1,264,783 — — 1,734,853 761,526 
Issuance of common stock relating to employee stock purchase plan171,824 — 91,562 — 171,824 — 91,562 — 
Issuance of common stock upon exercise of stock options11,234 — 150,038 30,634 — 879,476 
Issuance of restricted stock awards and performance stock awards, net of cancellation(63,711)— 166,670 — (212,859)— 1,036,256 
Shares withheld related to net settlement of restricted stock awards(24,532)— (21,035)— (185,146)— (148,862)— 
Balance — End of period73,123,363 73 71,798,624 72 73,123,363 73 71,798,624 72 
Additional Paid-In Capital
Balance — Beginning of period— 1,487,822 — 1,432,457 — 1,466,369 — 1,500,514 
Issuance of common stock in connection with at-the-market offerings, net of issuance costs— 22,661 — (77)— 31,585 — 21,623 
Issuance of common stock relating to employee stock purchase plan— 2,018 — 2,206 — 2,018 — 2,206 
Issuance of common stock upon exercise of stock options— 30 — 1,373 — 109 — 12,509 
Issuance of restricted stock awards and performance stock awards, net of cancellation— — — — — — — (1)
Shares withheld related to net settlement of restricted stock awards— (383)— (605)— (2,760)— (4,250)
Stock-based compensation— 9,379 — 11,289 — 23,742 — 22,551 
Other— (116)— — — 348 — — 
Cumulative-effect adjustment from adoption of ASU 2020-06— — — — — — — (108,509)
Balance — End of period— $1,521,411 — $1,446,643 — $1,521,411 — $1,446,643 


Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
SharesAmountSharesAmountSharesAmountSharesAmount
Other Accumulated Comprehensive Gain (Loss)
Balance — Beginning of period— (2)— 117 — — — 
Unrealized gain (loss) and adjustment on securities included in net loss— (1)— (117)— (3)— (3)
Balance — End of period— (3)— — — (3)— — 
Accumulated Deficit
Balance — Beginning of period— (1,260,478)— (966,727)— (1,126,293)— (844,204)
Cumulative-effect adjustment from adoption of ASU 2020-06— — — — — 9,651 — — 
Net loss— (74,376)— (81,257)— (218,212)— (203,780)
Balance — End of period— (1,334,854)— (1,047,984)— (1,334,854)— (1,047,984)
Total Stockholders’ Equity71,838,777 $120,162 66,587,713 $372,853 71,838,777 $120,162 66,587,713 $372,853 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6


REVANCE THERAPEUTICS, INC.
Condensed Consolidated Statements of Cash FlowsStockholders’ Equity (Deficit)—(Continued)
(In thousands)thousands, except share and per share amounts)
(Unaudited)
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
SharesAmountSharesAmountSharesAmountSharesAmount
Other Accumulated Comprehensive Loss
Balance — Beginning of period— (59)— — — (18)— — 
Unrealized loss— (327)— (2)— (368)— (2)
Balance — End of period— (386)— (2)— (386)— (2)
Accumulated Deficit
Balance — Beginning of period— (1,462,294)— (1,188,281)— (1,397,952)— (1,126,293)
Net loss— (61,435)— (72,197)— (125,777)— (143,836)
Cumulative-effect adjustment from adoption of ASU 2020-06— — — — — — — 9,651 
Balance — End of period— (1,523,729)— (1,260,478)— (1,523,729)— (1,260,478)
Total Stockholders’ Equity (Deficit)73,123,363 $(2,631)71,798,624 $186,235 73,123,363 $(2,631)71,798,624 $186,235 
(Unaudited) 
 Nine Months Ended September 30,
 20212020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss$(218,212)$(203,780)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation32,513 24,574 
Depreciation and amortization14,434 5,931 
Amortization of debt discount and issuance costs935 7,576 
Amortization of discount on investments(16)(1,351)
Other non-cash operating activities140 474 
Non-cash in-process research and development— 11,184 
Changes in operating assets and liabilities:
Accounts receivable171 (2,492)
Inventories(4,316)(3,976)
Prepaid expenses and other current assets5,141 (1,254)
Operating lease right of use assets(15,901)1,085 
Other non-current assets(7,537)515 
Accounts payable(4,578)147 
Accruals and other liabilities5,784 17,142 
Deferred revenue(447)29,883 
Operating lease liabilities13,712 (1,846)
Other non-current liabilities1,250 — 
Net cash used in operating activities(176,927)(116,188)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investments(178,588)(239,821)
Finance lease prepayments(7,700)— 
Purchases of property and equipment(6,018)(1,890)
Proceeds from maturities of investments135,000 246,500 
Proceeds from sale of investments— 16,969 
Cash paid for HintMD Acquisition, net— (818)
Purchase of intangible assets— (118)
Net cash provided by (used in) investing activities(57,306)20,822 
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock in connection with at-the-market offerings, net of commissions21,706 — 
Proceeds from the exercise of stock options, common stock warrants and employee stock purchase plan15,029 5,476 
Taxes paid related to net settlement of restricted stock awards(6,944)(6,005)
Payment of offering costs(327)(337)
Proceeds from issuance of convertible senior notes— 287,500 
Proceeds from issuance of common stock in connection with offerings, net of commissions and discount— 15,581 
Payment of capped call transactions— (28,865)
Payment of convertible senior notes transaction costs— (9,190)
Net cash provided by financing activities29,464 264,160 
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH(204,769)168,794 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — Beginning of period337,003 171,890 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — End of period$132,234 $340,684 
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
Property and equipment purchases included in accounts payable and accruals$1,206 $336 
Internally developed software capitalized from stock-based compensation$792 $415 
Issuance of common stock and awards assumed in connection with the HintMD Acquisition$— $188,104 
Issuance of common stock in connection with the Teoxane Agreement$— $43,400 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7


REVANCE THERAPEUTICS, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited) 
 Six Months Ended June 30,
 20222021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss$(125,777)$(143,836)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation23,626 21,975 
Depreciation and amortization10,827 9,284 
Amortization of finance lease right-of-use asset1,158 — 
Amortization of debt discount and debt issuance costs834 622 
Amortization of discount on investments(14)(105)
Other non-cash operating activities295 62 
Changes in operating assets and liabilities:
Accounts receivable(2,242)1,188 
Inventories(3,446)811 
Prepaid expenses and other current assets12 (3,309)
Lease right-of-use assets(16,018)(16,702)
Other non-current assets(454)(3,440)
Accounts payable1,975 (4,090)
Accruals and other liabilities(12,138)(1,389)
Deferred revenue(3,243)(170)
Lease liabilities17,908 15,339 
Other non-current liabilities1,202 — 
Net cash used in operating activities(105,495)(123,760)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of investments113,183 103,000 
Purchases of investments(163,676)(168,597)
Finance lease prepayments(9,900)(3,500)
Purchases of property and equipment(920)(5,016)
Net cash used in investing activities(61,313)(74,113)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable, net of debt discount98,150 — 
Proceeds from issuance of common stock in connection with at-the-market offerings, net of commissions31,814 21,707 
Proceeds from the exercise of stock options and employee stock purchase plan2,127 14,715 
Taxes paid related to net settlement of restricted stock awards(2,760)(4,250)
Principal payments on finance lease obligations(1,760)— 
Payment of debt issuance costs and offering costs(1,441)(216)
Other financing activities348 — 
Net cash provided by financing activities126,478 31,956 
NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH(40,330)(165,917)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — Beginning of period115,669 337,003 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — End of period$75,339 $171,086 
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
Accrued debt issuance costs and offering costs$620 $55 
Internally developed software capitalized from stock-based compensation$116 $576 
Property and equipment purchases included in accounts payable and accruals$127 $501 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
8


REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

1. The Company and Summary of Significant Accounting Policies
The Company
Revance is a commercial stage biotechnology company focused on innovative aesthetic and therapeutic offerings, including its next-generation, long-acting, neuromodulator product, DaxibotulinumtoxinA for Injection. DaxibotulinumtoxinA for Injection combines a proprietary stabilizing peptide excipient with a highly purified botulinum toxin that does not contain human or animal-based components. We have successfully completed aPhase 3 programs for DaxibotulinumtoxinA for Injection across two different treatment categories, aesthetics and therapeutics. In the aesthetics category, we completed our Phase 3 program for DaxibotulinumtoxinA for Injection inthe treatment of moderate to severe glabellar (frown) lines and are pursuing United States (“U.S.”) regulatory approval. In the therapeutics category, we completed our Phase 3 program for the treatment of cervical dystonia in November 2021 and plan to pursue U.S. regulatory approval following the FDA approval of DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines. We are also evaluating additional aesthetic and therapeutic indications for DaxibotulinumtoxinA for Injection inincluding the full upper face, includingwhich includes glabellar (frown) lines, forehead lines and crow’s feet, as well as in two therapeutic indications - cervical dystonia and adult upper limb spasticity. To accompanycomplement DaxibotulinumtoxinA for Injection, we own a unique portfolio of premium products and services for U.S. aesthetics practices, including the exclusive U.S. distribution rights to Teoxane SA (“Teoxane”)’s line of Resilient Hyaluronic Acid® (“the RHA®”) Collection of dermal fillers, the first and only range of U.S. Food and Drug Administration (the “FDA”)-approvedFDA approved fillers for correction of dynamic facial wrinkles and folds, and the OPUL™OPULTM Relational Commerce Platform (“OPUL™”). We have also partnered with Viatris (formerly Mylan N.V.) to develop a biosimilar to BOTOX® (“an onabotulinumtoxinA biosimilar”),biosimilar, which would compete in the existing short-acting neuromodulator marketplace.
Since inception, we have devoted substantial efforts to identifying and developing product candidates for the aesthetic and therapeutic pharmaceutical markets, recruiting personnel, raising capital, conducting preclinical and clinical development of, and manufacturing development for DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, the onabotulinumtoxinA biosimilar, obtaining regulatory approval of DaxibotulinumtoxinA for Injection for the treatment of glabellar lines and the commercial launch of our products and services. As a result, we have incurred losses and negative cash flows from operations. We have not generated substantial revenue to date, and will continue to incur significant research and development, sales and marketing, and other expenses related to our ongoing operations.
Liquidity and Going Concern Assessment
For the three and ninesix months ended SeptemberJune 30, 2021,2022, we had a net loss of $74.4$61.4 million and $218.2$125.8 million, respectively. As of SeptemberJune 30, 2021,2022, we had a working capital surplus of $228.0$183.7 million and an accumulated deficit of $1.3$1.5 billion. In recent years, we have funded our operations primarily through the sale of common stock, convertible senior notes, payments received from collaboration arrangements, and sales of the RHA® Collection of dermal fillers.fillers and, in March 2022, we received the proceeds from notes issued in an aggregate principal amount of $100.0 million pursuant to the Note Purchase Agreement (defined in Note 8). As of SeptemberJune 30, 2021,2022, we had capital resources of $273.7$233.8 million consisting of cash, cash equivalents, and short-term investments.
On October 15, 2021, the FDA issued a Complete Response Letter (“CRL”) regarding our BLAthe biologics license application (the “BLA”) for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines. The FDA indicated it was unable to approve the BLA in its present form due to deficiencies related to the FDA’s onsite inspection at our manufacturing facility. As a result, the potential commercial launch of DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines has been delayed. Absent deferring and reducing certain costs previously planned as well as other mitigating actions, theThe commercial launch delay and its impact on our capital resources would raisehas raised substantial doubt with respect to our ability to meet our obligations to continue as a going concern within one year following the filing of this Report.
Despite the delaybased on analysis performed in approval and in consideration of the cash preservation measures management has identified, we believe that ouraccordance with Accounting Standard Codification (ASC) 205-40, Going Concern. Our existing cash, cash equivalents, and short-term investments will not allow us to fund our operations for at least 12 months following the filing of this Report while we continue to work with the FDA for the potential approvalReport.
As part of our BLA for DaxibotulinumtoxinA for Injection for the treatment of moderategoing concern evaluation, pursuant to severe glabellar (frown) lines. Our planASC 205-40, we cannot and do not assign probability to preserve cashevents and actions that are contingent upon other future events, are not entirely in order to fund our operations for at least 12 months following the filing of this Report includes, but is not limited to: pausing non-critical hires; deferring the Phase 3 clinical program for upper limb spasticity and other therapeutics pipelinecontrol, or both. Accordingly, we excluded
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Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
activities;such events and deferring international regulatoryactions from our evaluation of our plan to mitigate the substantial doubt to continue as a going concern which primarily consists of the draw on the Second Tranche (defined in Note 8) under the Note Purchase Agreement as it is contingent upon the approval of DaxibotulinumtoxinA for Injection for the treatment of glabellar lines and our ability to raise additional capital, as it requires collaboration and negotiation with one or more external parties.
In order to mitigate the substantial doubt to continue as a going concern, we will be required to continue to execute our commercial investmentstrategy for the RHA® Collection of dermal fillers, obtain the approval of DaxibotulinumtoxinA for Injection for the treatment of glabellar lines and meet certain other conditions in order to draw on the Second Tranche and raise additional capital outside of the Note Purchase Agreement. We may seek additional capital through public or private equity or debt financings, royalty financings or other sources, such as strategic collaborations. Additional capital may not be available when needed, on terms that are acceptable to us or at all. If adequate funds are not available to us on a timely basis, or at all, because we are unable to draw on the Second Tranche or because we are unable to raise capital through another method, we will be required to take additional actions beyond the cost preservation measures previously initiated to address our liquidity needs, including to continue to further reduce operating expenses and delay, reduce the scope of, discontinue or alter our research and development activities for DaxibotulinumtoxinA for Injection. Our plans contemplate continued support forInjection, the RHA® Pipeline Products and our partnershiponabotulinumtoxinA biosimilar program; the development of OPUL™; our sales and marketing capabilities or other activities that may be necessary to continue to commercialize the RHA® Collection of dermal fillers, OPUL™ and our product candidates, if approved, and other aspects of our business plan.
If we raise additional capital through marketing and distribution arrangements, royalty financings or other collaborations, strategic alliances or licensing arrangements with Shanghai Fosun Pharmaceutical Industrial Development Co., Ltd.third parties, we may need to relinquish certain valuable rights to our product candidates, technologies, future revenue streams or research programs or grant licenses on terms that may not be favorable to us. If we raise additional capital through public or private equity offerings, the ownership interest of our existing stockholders will be diluted and the terms of any new equity securities may have a preference over our common stock. If we raise additional capital through debt financing, we may be subject to specified financial covenants or covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or pursuing certain transactions, any of which could restrict our ability to commercialize our product candidates or operate as a business. In addition, our ability to raise capital may be limited by restrictions under the Note Purchase Agreement.
The condensed consolidated financial statements have been prepared on a going-concern basis. The condensed consolidated financial statementsbasis and do not include any adjustments relating to any of the foregoing uncertainties.
Basis of Presentation and Principles of Consolidation
The accompanying condensed consolidated financial statements are unaudited, and reflect all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for a fair statement of the results for the interim periods presented.
Our condensed consolidated balance sheet for the year ended December 31, 20202021 was derived from audited consolidated financial statements, but does not include all disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”). The interim results presented herein are not necessarily indicative of the results of operations that may be expected for the full fiscal year ending December 31, 2021, or any other future period. Our condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2020,2021, which was filed with the Securities and Exchange Commission (the “SEC”), on February 25, 2021.28, 2022.
Our condensed consolidated financial statements include our accounts and those of our wholly-owned subsidiaries, and have been prepared in conformity with U.S. GAAP. All intercompany transactions have been eliminated.
Use of Estimates & Risks and Uncertainties
The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities disclosurein the condensed consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the
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Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
carrying values of our assets and liabilities, at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates include, butwhich are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. U.S. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, the fair value of assets and liabilities assumed in business combinations, the incremental borrowing rate used to measure operating lease and finance lease liabilities, the recoverability of goodwill and long-lived assets, useful lives associated with property and equipment and intangible assets, the period of benefit associated with deferred costs, revenue recognition (including the timing of satisfaction of performance obligations, estimating variable consideration, estimating stand-alone selling prices of promised goods and services, and allocation of transaction price to performance obligations), deferred revenue classification, accruals for clinical trial costs, valuation and assumptions underlying stock-based compensation and other equity instruments, the fair value of derivative liability, and income taxes.
The full extent of the impact of the COVID-19 pandemic on the Company’sour future operational and financial performance is currently uncertain. The ongoing COVID-19 pandemic has caused a global slowdown of economic activity which has negatively impacted consumer spending, including with respect to our current and potential customers, while also disrupting sales channels and marketing activities. The extent to which the COVID-19 pandemic will further directly or indirectly impact our business, results of operations, financial condition, and liquidity will depend on future developments that are highly uncertain, including variant strains of the virus and the degree of their vaccine resistance and as a result of new information that may emerge concerning COVID-19, the actions taken to contain or treat it, and the duration and intensity of the related effects. The ongoing COVID-19 pandemic has and may continue to negatively affect global economic activity, the regulatory approval process for our product candidates, our supply chain, research and development activities, end user demand for our products and services and commercialization activities. The COVID-19 pandemic has caused delays in the regulatory approval process for DaxibotulinumtoxinA for Injection. In November 2020, the FDA deferred a decision on the BLA for DaxibotulinumtoxinA for Injection for the treatment of glabellar lines. The FDA reiterated that an inspection of our manufacturing facility was required as part of the BLA approval process, but the FDA was previously unable to conduct the required inspection of our manufacturing facility in Northern California, due to the FDA’s travel restrictions associated with the COVID-19 pandemic. Although the inspection was completed, in October 2021, we received a CRL due to deficiencies related to the FDA’s onsite inspection at our manufacturing facility. We resubmitted the BLA in March 2022, and in April 2022, the FDA inspection process has taken placeaccepted the resubmission of the BLA and wedesignated the BLA as a Class 2 resubmission with a Prescription Drug User Fee Act (“PDUFA”) date of September 8, 2022, with a reinspection required. In July 2022, the FDA completed the reinspection and issued a Form 483. We have responded to the FDA’s observations from the inspection, weForm 483. We cannot be certain of how long it will take to remediate deficiencies identified by the FDA duringcontinued impact of the inspection and respond to the FDA or how quickly or successfullyCOVID-19 pandemic on the regulatory approval process for the BLA for DaxibotulinumtoxinA for Injection for the treatment of glabellar lines, including whether the PDUFA date will move following our remediation of the deficiencies and our response to the FDAbe met or the future impact of the COVID-19 pandemic on the submissions related totiming of the regulatory approval process for DaxibotulinumtoxinA for Injection in indications outside of glabellar (frown) lines the progress of clinical trials, supplies and sales of the RHA® Collection of dermal fillers, demand for our products and other aspects of our operations.
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Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
or on any supplemental BLAs we may file.
As of the date of issuance of these condensed consolidated financial statements, we are not aware of any specific event or circumstance that would require us to update our estimates, judgments or revise the carrying value of our assets or liabilities. These estimates may change as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to our condensed consolidated financial statements.
Recently Adopted Accounting PronouncementLeases
In August 2020, the Financial Accounting Standards Board issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU 2020-06 simplifies the accounting for convertible debt instruments by removing certain requirements to separatelyWe account for conversiona contract as a lease when it has an identified asset that is physically distinct and we have the right to control the asset for a period of time while obtaining substantially all of the asset’s economic benefits. We determine if an arrangement is a lease or contains a lease at inception. For arrangements that meet the definition of a lease, we determine the initial classification and measurement of our right-of-use asset and lease liability at the lease commencement date and thereafter if modified. We do not recognize right-of-use assets or lease liabilities for those leases that qualify as a short-term lease.
The lease term includes any renewal options embedded in debt instruments that we are not requiredreasonably assured to be accounted for as derivative instruments. ASU 2020-06 also updates and improves the consistencyexercise. The present value of earnings per share calculations for convertible instruments. ASU 2020-06lease payments is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020, and can be adopted on either a fully retrospective or modified retrospective basis. On January 1, 2021, we adopted ASU 2020-06determined by using the modified retrospective method,interest rate implicit in the lease, if that rate is readily determinable; otherwise, we use our estimated secured incremental borrowing rate for that lease term.
For our real estate operating leases, rent expense is recognized on a straight-line basis over the reasonably assured lease term based on the total lease payments and the adoption did not have any impact on our consolidated balance sheets as of December 31, 2020. As a result of the adoption, on January 1, 2021, we made certain adjustments to our consolidated balance sheets which consisted of an increase of $98.9 million in Convertible Senior Notes (the 2027 Notes as defined in Note 10), a decrease of $108.5 million in Additional Paid-in Capital and a decrease of $9.7 million in Accumulated Deficit. Additionally, from January 1, 2021, we will no longer incur non-cash interest expense for the amortization of debt discount after adoption, therefore the interest expense for the 2027 Notes, which is included in the “interest expense” onoperating expenses in the condensed consolidated statements of operations and comprehensive loss, will be lower comparedloss. In addition to fiscal year 2020.

rent, the real estate operating leases may require us to pay additional amounts for variable lease costs which includes taxes, insurance, maintenance, and other expenses, and the variable lease
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Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
costs are generally referred to as non-lease components. For real estate operating leases, we account for lease and non-lease components separately.
For our finance lease for manufacturing fill-and-finish line, interest expense from fixed payments on finance lease is recognized using the effective interest method. Finance lease right-of-use asset amortization is recorded within research and development expense on the condensed consolidated statements of operations and comprehensive loss, and finance lease right-of-use-asset interest expense is recorded in the interest expense on the condensed consolidated statements of operations and comprehensive loss. For our finance lease, we have elected to apply the practical expedient and account for the lease and non-lease components as a single lease component. Variable lease costs related to finance leases are expensed as research and development expense as incurred.
Recent Accounting Pronouncements
The recent accounting pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.
2. Revenue
Our revenue is primarily generated from U.S. customers. Our product and collaboration revenue is generated from the Product Segment, and our service revenue is generated from the Service Segment (Note 1412). The following tables present our revenuesrevenue disaggregated by the timing of transfer of goods or services:
Three Months Ended September 30, 2021Nine Months Ended September 30, 2021Three Months Ended June 30, 2022Six Months Ended June 30, 2022
(in thousands)(in thousands)Product RevenueCollaboration RevenueService RevenueTotalProduct RevenueCollaboration RevenueService RevenueTotal(in thousands)Product RevenueCollaboration RevenueService RevenueTotalProduct RevenueCollaboration RevenueService RevenueTotal
Timing of revenue recognition:Timing of revenue recognition:Timing of revenue recognition:
Transferred at a point in time
Transferred at a point in time
$18,296 $— $166 $18,462 $46,982 $— $379 $47,361 
Transferred at a point in time
$25,483 $— $148 $25,631 $46,320 $— $239 $46,559 
Transferred over timeTransferred over time— 1,129 154 1,283 — 4,034 453 4,487 Transferred over time— 1,659 1,078 2,737 — 5,227 1,843 7,070 
TotalTotal$18,296 $1,129 $320 $19,745 $46,982 $4,034 $832 $51,848 Total$25,483 $1,659 $1,226 $28,368 $46,320 $5,227 $2,082 $53,629 
Three Months Ended September 30, 2020Nine Months Ended September 30, 2020Three Months Ended June 30, 2021Six Months Ended June, 2021
(in thousands)(in thousands)Product RevenueCollaboration RevenueService RevenueTotalProduct RevenueCollaboration RevenueService RevenueTotal(in thousands)Product RevenueCollaboration RevenueService RevenueTotalProduct RevenueCollaboration RevenueService RevenueTotal
Timing of revenue recognition:Timing of revenue recognition:Timing of revenue recognition:
Transferred at a point in time
Transferred at a point in time
$2,819 $— $— $2,819 $2,868 $— $— $2,868 
Transferred at a point in time
$17,039 $— $213 $17,252 $28,686 $— $213 $28,899 
Transferred over timeTransferred over time— 808 208 1,016 — 1,116 208 1,324 Transferred over time— 1,394 158 1,552 — 2,905 299 3,204 
TotalTotal$2,819 $808 $208 $3,835 $2,868 $1,116 $208 $4,192 Total$17,039 $1,394 $371 $18,804 $28,686 $2,905 $512 $32,103 
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Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
Product Revenue
For the three months and ninesix months ended SeptemberJune 30, 2022 and 2021, all product revenue was generated from the sale of the RHA® Collection of dermal fillers.
Receivables and contract liabilities from contracts with our product revenue customers are as follows:
September 30,December 31,June 30,December 31,
(in thousands)(in thousands)20212020(in thousands)20222021
Receivables:Receivables:
Accounts receivables, netAccounts receivables, net$1,577 $1,687 Accounts receivables, net$5,523 $3,297 
Total accounts receivables, netTotal accounts receivables, net$5,523 $3,297 
Contract liabilities:Contract liabilities:Contract liabilities:
Deferred revenue, currentDeferred revenue, current$(1,617)$— Deferred revenue, current$1,784 $1,331 
Total contract liabilitiesTotal contract liabilities$(1,617)$— Total contract liabilities$1,784 $1,331 
Collaboration Revenue
Viatris Collaboration and License Agreement
Agreement Terms
We entered into a collaboration and license agreement with Viatris (the “Viatris Collaboration”) in February 2018, pursuant to which we are collaborating with Viatris exclusively, on a world-wide basis (excluding Japan), to develop, manufacture, and commercialize an onabotulinumtoxinA biosimilar.
Viatris has paid us an aggregate of $60 million in non-refundable upfront and milestone fees as of SeptemberJune 30, 2021,2022, and the agreement provides for additional remaining contingent payments of up to $70 million in the aggregate, upon the achievement of certain clinical and
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Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
regulatory milestones and of specified, tiered sales milestones of up to $225 million upon specified, tiered sales milestones.million. The payments do not represent a financing component for the transfer of goods or services. In addition, Viatris is required to pay us low to mid-double digit royalties on any sales of the biosimilar in the U.S., mid-double digit royalties on any sales in Europe, and high single digit royalties on any sales in other ex-U.S. Viatris territories. However, we have agreed to waive royalties for U.S. sales, up to a maximum of $50 million in annual sales, during the first approximately four years after commercialization to defray launch costs.
Revenue Recognition
We re-evaluate the transaction price at each reporting period. We estimated the transaction price for the Viatris Collaboration using the most likely amount method. In order to determine the transaction price, we evaluated all of the payments to be received during the duration of the contract, which included milestones and consideration payable by Viatris. Other than the upfront payment, all other milestones and consideration we may earn under the Viatris Collaboration are subject to uncertainties related to development achievements, Viatris’ rights to terminate the agreement, and estimated effort for cost-sharing payments. Components of such estimated effort for cost-sharing payments include both internal and external costs. Consequently, the transaction price does not include any milestones and considerations that, if included, could result in a probable significant reversal of revenue when related uncertainties become resolved. Sales-based milestones and royalties are not included in the transaction price until the sales occur because the underlying value relates to the license and the license is the predominant feature in the Viatris Collaboration. As of SeptemberJune 30, 2021,2022, the transaction price allocated to the unfulfilled performance obligations was $100.3$93.5 million.
We recognize revenue and estimate deferred revenue based on the cost of development service incurred over the total estimated cost of development service to be provided for the development period. For revenue recognition purposes, the
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REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
development period is estimated to continue through 2025.be completed in 2026. It is possible that this period will change and is assessed at each reporting date.

For the three and ninesix months ended SeptemberJune 30, 2022, we recognized revenue related to development services of $1.7 million and $5.2 million, respectively. For the three and six months ended June 30, 2021, we recognized revenue related to development services of $1.1$1.4 million and $4.0 million, respectively. For the three and nine months ended September 30, 2020, we recognized revenue related to development services of $0.8 million and $1.1$2.9 million, respectively.
Fosun License Agreement
Agreement Terms
In December 2018, we entered into a license agreement (the “Fosun License Agreement”) with Shanghai Fosun Pharmaceutical Industrial Development Co., Ltd., a wholly-owned subsidiary of Shanghai Fosun Pharmaceutical (Group) Co., Ltd (“Fosun”), whereby we granted Fosun the exclusive rights to develop and commercialize our proprietary DaxibotulinumtoxinA for Injection in mainland China, Hong Kong and Macau (the “Fosun Territory”) and certain sublicense rights.
Fosun has paid us non-refundable upfront and other payments totaling $31$31.0 million before foreign withholding taxes.taxes as of June 30, 2022. We are also eligible to receive (i) additional remaining contingent payments of up to $229.5 million upon the achievement of certain milestones based on (a) the approval of BLAsbiologics license applications (“BLAs”) for certain aesthetic and therapeutic indications and (b) first calendar year net sales, and (ii) tiered royalty payments in low double digits to high teen percentages on annual net sales. The royalty percentages are subject to reduction in the event that (i) we do not have any valid and unexpired patent claims that cover the product in the Fosun Territory, (ii) biosimilars of the product are sold in the Fosun Territory or (iii) Fosun needs to pay compensation to third parties to either avoid patent infringement or market the product in the Fosun Territory.
Revenue Recognition
We estimated the transaction price for the Fosun License Agreement using the most likely amount method. We evaluated all of the variable payments to be received during the duration of the contract, which included payments from specified milestones, royalties, and estimated supplies to be delivered. We will re-evaluate the transaction price at each reporting period and upon a change in circumstances. As of SeptemberJune 30, 2021,2022, the transaction price allocated to unfulfilled performance obligation was $31$31.0 million.
For the three and six months ended June 30, 2022 and 2021, no revenue was recognized from the Fosun License Agreement.
Contract liabilities from contracts with our collaboration customers are as follows:
June 30,December 31,
(in thousands)20222021
Contract liabilities:
Deferred revenue, current — Viatris$8,799 $7,927 
Total contract liabilities, current$8,799 $7,927 
Deferred revenue, non-current — Viatris$38,610 $43,157 
Deferred revenue, non-current — Fosun30,995 30,995 
Total contract liabilities, non-current$69,605 $74,152 
Changes in our contract liabilities from contracts with our collaboration revenue customers for the six months ended June 30, 2022 are as follows:
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REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
For the three and nine months ended September 30, 2021 and 2020, no revenue was recognized from the Fosun License Agreement.
Contract liabilities from contracts with our collaboration revenue customers are as follows:
September 30,December 31,
(in thousands)20212020
Contract liabilities:
Deferred revenue, current - Viatris$9,317 $7,851 
Total contract liabilities, current$9,317 $7,851 
Deferred revenue, non-current - Viatris$42,762 $46,299 
Deferred revenue, non-current - Fosun30,995 30,995 
Total contract liabilities, non-current$73,757 $77,294 
Changes in our contract liabilities from contracts with our collaboration revenue customers for the nine months ended September 30, 2021 are as follows:
(in thousands)
Balance on January 1, 20212022$85,14582,079 
Revenue recognized(4,034)5,227 
Billings and adjustments, net1,963 (8,902)
Balance on SeptemberJune 30, 20212022$83,07478,404 
Service Revenue
On July 23, 2020, we completed the acquisition of all of the issued and outstanding shares of Hint, Inc. (d/b/a HintMD) (the “HintMD Acquisition”), and HintMD became a wholly owned subsidiary of Revance. Following the HintMD Acquisition, we began toWe offer customer payment processing and certain value-added services to aesthetic practices through the HintMD Platform, to aesthetic practices. We also commercially launchedthe legacy fintech platform, and OPUL™, the next-generation fintech platform (together with the HintMD Platform, the “Fintech Platform”), in October 2021. The Fintech Platform has not generated material revenue to date.. Generally, revenue related to the HintMD Platform payment processing service is recognized at a point in time whereasand revenue related to the OPUL™ payment processing service is recognized over time. For the Fintech Platform, revenue related to the value-added services component is recognized over time.

Receivables and contract assetsliabilities from contracts with our service revenue customers are as follows:
September 30,December 31,
(in thousands)20212020
Accounts receivables, net$81 $142 
Contract assets:
Contract assets, current$148 $30 
Contract assets, non-current359 85 
Total contract assets$507 $115 
June 30,December 31,
(in thousands)20222021
Accounts receivables, net$67 $51 
Total accounts receivables, net$67 $51 
Contract liabilities:
Deferred revenue, current$82 $104 
Total contract liabilities$82 $104 

3. Business AcquisitionCash Equivalents and Short-Term Investments
On July 23, 2020, we completed the HintMD Acquisition, and HintMD became a wholly-owned subsidiary of Revance. The following supplemental unaudited pro forma financial information presents the combined resultstable is a summary of operations for each of the periods presented, as if the HintMD Acquisition occurred on January 1, 2019. The pro forma financial information is presented for illustrative purposes only, based on currently available informationour cash equivalents and certain estimates andshort-term investments:
June 30, 2022December 31, 2021
in thousandsCostLossesFair ValueCostLossesFair Value
Commercial paper$59,787 $— $59,787 $87,964 $— $87,964 
Money market funds40,689 — 40,689 90,355 — 90,355 
U.S. treasury securities40,202 (138)40,064 — — — 
Corporate bonds39,310 (195)39,115 26,502 (18)26,484 
U.S. government agency obligations25,435 (28)25,407 — — — 
Yankee debt securities6,039 (25)6,014 — — — 
Total cash equivalents and available-for-sale securities$211,462 $(386)$211,076 $204,821 $(18)$204,803 
Classified as:
Cash equivalents$46,679 $90,355 
Short-term investments164,397 114,448 
Total cash equivalents and available-for-sale securities$211,076 $204,803 
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Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
assumptions we believe are reasonable under the circumstances, and is not necessarily indicativeAs of future results of operations or the results that would have been reported if the HintMD Acquisition had been completed on January 1, 2019. These results were not used as a part of our analysis of the financial results and performance of the business. These results are adjusted and do not include any anticipated synergies or other expected benefits of the acquisition.
 Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)20202020
Total revenue$3,863 $4,633 
Net loss$(83,008)$(216,312)

Significant non-recurring pro forma adjustments include the following:
Transaction costs of $3.9 million were assumed to have been incurred on January 1, 2019 and were recognized as if incurred in the first quarter of 2019.
Share-based compensation expense of $1.3 million was assumed to have been incurred on January 1, 2019 and was recognized as if incurred in the first quarter of 2019. Such share-based compensation was related to stock awards held by HintMD employees prior to July 23, 2020 that have been assumed and converted into our stock awards.

4. Cash Equivalents and Short-Term Investments
The following table is a summary our cash equivalents and short-term investments:
September 30, 2021December 31, 2020
Unrealized
in thousandsCostLossFair ValueCostFair Value
Money market funds$114,267 $— $114,267 $267,130 $267,130 
Commercial paper124,914 — 124,914 113,446 113,446 
Corporate bonds21,593 (3)21,590 — — 
Total cash equivalents and available-for-sale securities$260,774 $(3)$260,771 $380,576 $380,576 
Classified as:
Cash equivalents$114,267 $277,629 
Short-term investments146,504 102,947 
Total cash equivalents and available-for-sale securities$260,771 $380,576 
0As of SeptemberJune 30, 20212022 and December 31, 2020,2021, we have no other-than-temporary impairments on our available-for-sale securities, and the contractual maturities of the available-for-sale securities are less than one-year.

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REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
5.4. Intangible Assets, net
The following table sets forth the major categories of intangible assets and the weighted-average remaining useful lives for the intangible assets:
September 30, 2021December 31, 2020
(in thousands, except for in years)Weighted-Average Remaining Useful Lives
(in years)
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountRemaining Useful Lives
(in years)
Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Distribution rights2.7$32,334 $(10,778)$21,556 3.4$32,334 $(4,715)$27,619 
Developed technology5.135,800 (5,161)30,639 5.619,600 (1,362)18,238 
In-process research and development (1)
 N/A— — — N/A16,200 — 16,200 
Customer relationships2.810,300 (3,004)7,296 3.610,300 (1,072)9,228 
Tradename0.0100 (100)— 0.6100 (42)58 
Total intangible assets$78,534 $(19,043)$59,491 $78,534 $(7,191)$71,343 
those assets that are not already fully amortized:
(1)In-process research and development relates to the research and development of the payment facilitator (“PayFac”) technology to facilitate the processing of customer payments. During the nine months ended September 30, 2021, the in-process research and development assets were placed into service and reclassified as developed technology.

June 30, 2022December 31, 2021
(in thousands, except for in years)Weighted-Average Remaining Useful Lives
(in years)
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountWeighted-Average Remaining Useful Lives
(in years)
Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Distribution rights1.9$32,334 $(16,841)$15,493 2.4$32,334 $(12,799)$19,535 
Developed technology4.435,800 (9,636)26,164 4.935,800 (6,653)29,147 
Customer relationships2.110,300 (4,935)5,365 2.610,300 (3,648)6,652 
Total intangible assets$78,434 $(31,412)$47,022 $78,434 $(23,100)$55,334 
Aggregate amortization expense for the intangible assets presented in the condensed consolidated statements of operations and comprehensive loss are summarized as follows:
Three Months Ended September 30,Nine Months Ended September 30, Three Months Ended June 30,Six Months Ended June 30,
(in thousands)(in thousands)2021202020212020(in thousands)2022202120222021
Amortization (1)
Amortization (1)
$3,512 $2,565 $9,862 $3,239 
Amortization (1)
$3,512 $3,512 $7,025 $6,350 
Selling, general and administrativeSelling, general and administrative653 — 1,990 — Selling, general and administrative643 669 1,287 1,337 
Total amortization expenseTotal amortization expense$4,165 $2,565 $11,852 $3,239 Total amortization expense$4,155 $4,181 $8,312 $7,687 
(1)The amortization expense related to Distribution rights and Developed technology was recorded to “amortization” in the condensed consolidated statement of operations and comprehensive loss.
Based on the amount of intangible assets subject to amortization as of SeptemberJune 30, 2021,2022, the estimatedexpected amortization expense for each of the next five fiscal years and thereafter was as follows:
Year Ending December 31,(in thousands)
2021 remaining three months$4,156 
202216,625 
202316,625 
202410,837 
20255,967 
2026 and thereafter5,281 
Total$59,491 

Year Ending December 31,(in thousands)
2022 remaining six months$8,313 
202316,625 
202410,837 
20255,967 
20264,606 
2027 and thereafter674 
Total$47,022 
6.5. Inventories
As of SeptemberJune 30, 2021,2022 and December 31, 2020,2021, we had inventories of $10.2$13.6 million and $5.9$10.2 million, respectively, which were primarily comprised of finished goods related to purchased RHA® Collection of dermal fillers.
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REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)

7. Balance Sheet Components
Accruals and Other Current Liabilities
Accruals and other current liabilities consist of the following:
September 30,December 31,
(in thousands)20212020
Accruals related to:
Compensation$23,478 $17,374 
General expenses7,448 6,683 
Inventories2,567 1,796 
Clinical trials2,528 3,726 
Interest expense629 1,887 
Other current liabilities2,237 1,472 
Total$38,887 $32,938 
Property and Equipment, net
Property and equipment, net consists of the following:
September 30,December 31,
(in thousands)20212020
Manufacturing equipment$20,160 $19,810 
Platform and computer software (1)
9,240 6,360 
Leasehold improvements6,767 5,972 
Computer equipment3,823 1,768 
Other construction in progress2,268 1,539 
Furniture and fixtures1,844 1,541 
Total property and equipment44,102 36,990 
Less: Accumulated depreciation and amortization(22,073)(19,491)
Property and equipment, net$22,029 $17,499 
(1)For the three and nine months ended September 30, 2021, amortization expense for the platform software was $0.2 million and $0.4 million respectively, and was recorded to “amortization” in the condensed consolidated statement of operations and comprehensive loss.

8. Derivative Liability
In 2012, we entered into a settlement agreement in which we are obligated to pay $4.0 million upon achieving regulatory approval for DaxibotulinumtoxinA for Injection or DaxibotulinumtoxinA Topical. We determined that such payment was a derivative instrument that requires fair value accounting as a liability and periodic fair value remeasurement until settled. The fair value of the derivative liability was determined by estimating the timing and probability of the related regulatory approval and multiplying the payment amount by this probability percentage and a discount factor.
As of September 30, 2021, the fair value of the derivative liability was $3.2 million, which was measured using a term of 0.1 years, a risk-free rate of 0.1% and a credit risk adjustment of 7.5%. As of December 31, 2020, the fair value of the derivative liability was $3.1 million, which was measured using a term of 0.5 years, a risk-free rate of 0.1% and a credit risk adjustment of 7.5%.

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REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
9.6. Balance Sheet Components
Accruals and Other Current Liabilities
Accruals and other current liabilities consist of the following:
June 30,December 31,
(in thousands)20222021
Accruals related to:
Compensation$14,695 $22,761 
Selling, general and administrative4,506 5,688 
Research and development2,764 5,152 
Clinical trials2,041 2,172 
Interest expense1,717 1,887 
Other current liabilities1,189 1,442 
Inventories557 456 
Total$27,469 $39,558 
Property and Equipment, net
Property and equipment, net consists of the following:
 June 30,December 31,
(in thousands)20222021
Manufacturing and other equipment$20,684 $20,277 
Platform and computer software (1)9,448 11,671 
Leasehold improvements7,336 7,481 
Other construction in progress5,736 3,110 
Computer equipment3,506 3,558 
Furniture and fixtures1,677 1,893 
Total property and equipment48,387 47,990 
Less: Accumulated depreciation and amortization(25,792)(23,329)
Property and equipment, net$22,595 $24,661 
(1)For both the three and six months ended June 30, 2022, amortization expense for the platform software was $0.4 million and $0.7 million, respectively, and was recorded to “amortization” in the condensed consolidated statement of operations and comprehensive loss.

7. Leases
We have non-cancelableOperating Leases
Our operating leases forprimarily consist of non-cancelable facilities leases for research, manufacturing, and administrative functions, and equipment.functions. Our non-cancellable facilities operating leases have original lease periods expiring between 2027 and 2034. Our facilities operating leases2034, and include one1 or more options to renew for 7 years to 14 years. As of September 30, 2021, the weighted average remaining lease term is 8.6 years. The monthly payments for the facilityour operating leases
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REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
escalate over the facility lease term with the exception of a decrease in payments at the beginning of 2022. Our lease contracts do not contain termination options, residual value guarantees or restrictive covenants.
The operatingFinance Lease
Our finance lease costs are summarized as follows:
 Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2021202020212020
Operating lease cost$2,224 $1,460 $5,802 $4,310 
Variable lease cost (1)
385 282 1,016 631 
Total operating lease costs$2,609 $1,742 $6,818 $4,941 
(1)Variable lease cost includes management fees, common area maintenance, property taxes,represents a dedicated fill-and-finish line for the manufacturing of DaxibotulinumtoxinA for Injection. In March 2017, we entered into, and insurance, which are not included in the lease liabilities and are expensed as incurred.
As of September 30, 2021, maturities of our operating lease liabilities are as follows:
Year Ending December 31,(in thousands)
2021 remaining three months$2,539 
20228,298 
20238,468 
20248,723 
20258,981 
2026 and thereafter26,389 
Total operating lease payments63,398 
Less imputed interest (1)
(18,103)
Present value of operating lease payments$45,295 
(1)Our lease contracts do not provide a readily determinable implicit rate. The imputed interest was based on a weighted average discount rate of 9.8%, which represents the estimated incremental borrowing based on the information available at the adoption or commencement dates.
Supplemental cash flow information related to the operating leases was as follows:
Nine Months Ended September 30,
(in thousands)20212020
Cash paid for amounts included in the measurement of operating lease liabilities$7,956 $5,071 
Right-of-use assets obtained in exchange for operating lease liabilities$18,855 $723 
Leases Not Yet Commenced
ABPS Fill-and-finish Line
In December 2020, we entered into Amendment No.1 toamended the Technology Transfer, Validation and Commercial Fill/Finish Services Agreement with Ajinomoto Althea, Inc. dba Aji Bio-Pharma Services, a contract development and manufacturing organization (“ABPS”) (the(as amended, the “ABPS Amendment”Agreement”). The ABPS AmendmentAgreement contains a lease related to a dedicated fill-and finish-linefill-and-finish line for the manufacturing of DaxibotulinumtoxinA for Injection because it has an identified asset
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REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
that is physically distinct for which we will have the right of control as defined under ASC 842. The right of control is conveyed because the embedded lease will provide us with both (1) the right to obtain substantially all of the economic benefit from the fill-and-finish line resulting from the exclusivity of the dedicated manufacturing capacity and (2) the right to direct the use of the fill-and-finish line through our purchase orders to ABPS. The embedded lease had not yet commenced as of September 30, 2021. The commencement and recognition of the right-of-use lease asset and lease liabilities related to this embedded lease will take place when we have substantively obtained the right of control, which is expected to be in January 2022.
Under the ABPS Amendment,Agreement, we arewere subject to remaining minimum purchase obligations of $3 million for the year ending in December 31, 2021, andup to $30 million for each of the years ending December 31, 2022, 2023 and 2024. Each party has the right to terminate the ABPS Amendment,Agreement without cause, with an 18-month written notice to the other party. In January 2022, we had substantively obtained the right of control for the dedicated fill-and-finish line and the lease commenced as a finance lease.
In May 2022, we amended a statement of work under the ABPS Agreement pursuant to which the minimum purchase obligations of $30 million per year were eliminated, and instead the minimum purchase obligations would be negotiated prior to the beginning of each year over the term of the agreement. As a result of the amended statement of work, the finance lease was modified. The primary change was that the modification reflects payments in 2023 and 2024 as variable lease payment and excludes such payments in the present value calculation in arriving at the remaining finance lease liabilities with a corresponding adjustment to the related right-of-use asset, among other considerations and changes.
The operating and finance lease costs are summarized as follows:
 Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2022202120222021
Finance lease:
Amortization of finance lease right-of-use asset$1,158 $— $1,158 $— 
Interest on finance lease liability751 — 2,259 — 
Variable lease cost - finance lease(1)323 — 1,713 — 
Total finance lease costs2,232 — 5,130 — 
Operating leases:
Operating lease cost2,223 1,874 4,446 3,578 
Variable lease cost - operating leases(2)431 348 865 631 
Total operating lease costs2,654 2,222 5,311 4,209 
Total lease cost$4,886 $2,222 $10,441 $4,209 
(1)Variable lease cost includes validation, qualification, materials, and other non-commercial related services which are not included in the lease liabilities and are expensed as incurred.
(2)Variable lease cost includes management fees, common area maintenance, property taxes, and insurance, which are not included in the lease liabilities and are expensed as incurred.


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REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
As of June 30, 2022, maturities of our lease liabilities are as follows:
(in thousands)Finance LeaseOperating LeasesTotal
Year Ending December 31,
2022 remaining six months$18,063 $4,127 $22,190 
2023— 8,468 8,468 
2024— 8,723 8,723 
2025— 8,981 8,981 
2026— 9,242 9,242 
2027 and thereafter— 17,146 17,146 
Total lease payments18,063 56,687 74,750 
Less imputed interest(343)(15,099)(15,442)
Present value of lease payments$17,720 $41,588 $59,308 
Our lease contracts do not provide a readily determinable implicit rates, as such, we used the estimated incremental borrowing based on the information available at the adoption or commencement dates. As of June 30, 2022, remaining lease terms and discount rates are as follows:
Finance LeasesOperating Leases
Weighted-average remaining lease term (years)2.58
Weighted-average discount rate8.5 %9.8 %
Supplemental cash flow information related to the leases was as follows:
Six Months Ended June 30,
(in thousands)20222021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$4,192 $4,940 
Operating cash flows from finance leases$627 $— 
Financing cash flows from finance leases$1,760 $— 
Right-of-use assets obtained in exchange for lease liabilities
Operating leases$— $18,551 
Finance lease$18,556 $— 
Leases Not Yet Commenced
LSNE Agreement
In April 2021, we and Lyophilization Services of New England, Inc. (“LSNE”), a contract development and manufacturing services organization, entered into a commercial supply agreement (the “LSNE Agreement”) pursuant to which LSNE would serve as a non-exclusive manufacturer and supplier of our anticipated products currently under development (the “Products”). The initial term of the LSNE Agreement is dependent upon the date of regulatory submission for the applicable Product and may be terminated by either party in accordance with the terms of the LSNE Agreement. The term of the LSNE Agreement may also be extended for 1 additional three-year term upon mutual agreement of the parties.
The LSNE Agreement containsmay contain a lease related to a dedicated fill-and finish-linefill-and-finish line for the manufacturing of the Products because it has identified assets that are physically distinct for which we will have the right of control as defined under ASC 842. The right of control is conveyed because the embedded lease will provide us with both (1) the right to obtain
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REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
substantially all of the economic benefit from the fill-and-finish line resulting from the exclusivity implied from the dedicated manufacturing capacity and (2) the right to direct the use of the fill-and-finish line.
The embedded lease has not yet commenced as of SeptemberJune 30, 2021.2022. The commencement and recognition of the right-of-use lease assets and lease liabilities related to the embedded lease will take place when we have substantively obtained the right of control, which is currently expected to be in 2022.control. The embedded lease is preliminarily classified as a finance lease.
Pursuant to the LSNE Agreement, we are responsible for certain costs associated with the design, equipment procurement and validation, and facilities-related costs, monthly payments and minimum purchase obligations throughout the initial term of the LSNE Agreement. As of June 30, 2022, we have made prepayments of $17.6 million to LSNE which is recorded within “other non-current assets” in the condensed consolidated balance sheets. Based on our best estimate as of SeptemberJune 30, 2021,2022, our total commitment under the LSNE Agreement will be $20$9.9 million for 2022, $13$9.5 million for 2023, $18$18.3 million for 2024, $25$25.3 million for 2025, and $164$29.5 million for 2026, and $134.5 million for 2027 and thereafter in aggregate.

Nashville Lease Expansion Premises
In November 2020, we entered into a non-cancelable operating lease for an office space in Nashville, Tennessee (the “Nashville Lease”), which commenced and was recognized on the condensed consolidated balance sheets in June 2021. In July 2021, we entered into the Second Amendment to the Nashville Lease, which providesprovided for the expansion of the initial premises to include an additional 30,591 square feet (the “Expansion Premises”) with an expected term to 2034.. The lease commencement date of the Expansion Premises has not occurred and is expected to take place when the office space is made available to us after the completion of certain improvement work, which is currently expected in late 2022.work. The monthly base rent payments for the lease escalate over the term. The total undiscounted basic rent payments currently determinable for the Expansion Premises are $16 million with an expected term to 2034.

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REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
10. 8. Debt
The following table provides information regarding our debt:
June 30,December 31,
(in thousands)20222021
Convertible senior notes (the “2027 Notes”)$287,500 $287,500 
Less: Unamortized debt issuance costs(6,230)(6,865)
Carrying amount of the 2027 Notes281,270 280,635 
Notes payable100,000 — 
Less: Unamortized debt issuance costs(1,355)— 
Less: Unamortized debt discount(1,532)— 
Carrying amount of notes payable97,113 — 
Debt, non-current$378,383 $280,635 
Interest expense relating to our debt in the condensed consolidated statements of operations and comprehensive loss are summarized as follows:
Three Months Ended June 30,Six Months ended June 30,
(in thousands)2022202120222021
Contractual interest expense$3,383 $1,257 $4,971 $2,515 
Amortization of debt issuance costs417 312 749 622 
Amortization of debt discount74 — 85 — 
Total interest expense$3,874 $1,569 $5,805 $3,137 
Notes Payable
On March 18, 2022, we entered into a note purchase agreement with Athyrium Buffalo LP (“Athyrium”), as administrative agent and Purchaser, and Hint, Inc., as a guarantor (the “Note Purchase Agreement”), pursuant to which the Purchasers (as defined therein) agreed to purchase from us, and we agreed to issue to such Purchasers, notes payable by us (the “Notes”). On March 18, 2022, we issued to the Purchasers notes in an aggregate principal amount for all such notes of $100.0 million (the “First Tranche”). Subject to satisfaction of certain conditions set forth in the Note Purchase Agreement, including the FDA approval of DaxibotulinumtoxinA for Injection for the treatment of glabellar lines, we may issue $100.0 million in additional Notes (the “Second Tranche”) under the Note Purchase Agreement until September 18, 2023. In addition, there is an uncommitted tranche of additional Notes in an aggregate amount of up to $100.0 million (the “Third Tranche”) available until March 31, 2024 subject to the satisfaction of certain conditions set forth in the Note Purchase Agreement, including the achievement of greater than or equal to $50 million in trailing twelve months revenue for DaxibotulinumtoxinA for Injection for the treatment of glabellar lines preceding the date of the draw request for the Third Tranche note, and approval by Athyrium Capital Management, LP.
Our obligations under the Note Purchase Agreement are secured by substantially all of our assets and the assets of our wholly owned domestic subsidiaries, including their respective intellectual property.
Initially, the Notes bear interest at an annual fixed interest rate equal to 8.50%. If the Third Tranche of Notes becomes committed, the Notes will then bear interest at an annual rate equal to the sum of (a) 7.0% and (b) Adjusted Three-Month LIBOR for such interest period (subject to a floor of 1.50% and a cap of 2.50%). We are required to make quarterly interest payments on each Note, commencing on the last business day of the calendar month following the funding date thereof, and continuing until the last business day of each March, June, September and December through September 18,
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REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
2026 (the “Maturity Date”). The Maturity Date may be extended to March 18, 2028 if, as of September 18, 2026, less than $90 million aggregate principal amount of our existing 2027 Notes remain outstanding and with the consent of the Purchasers. Initially, all principal for each tranche is due and payable on the Maturity Date. Upon the occurrence of an Amortization Trigger (as defined in the Note Purchase Agreement), we are required to repay the principal of the Second Tranche and the Third Tranche in equal monthly installments beginning on the last day of the month in which the Amortization Trigger occurred and continuing through the Maturity Date. At our option, we may prepay the outstanding principal balance of all or any portion of the principal amount of the Notes, subject to a prepayment fee equal to (i) a make-whole amount if the prepayment occurs on or prior to the first anniversary of the Effective Date and (ii) 2.0% of the amount prepaid if the prepayment occurs after the first anniversary of the Effective Date but on or prior to the second anniversary of the Effective Date. Upon prepayment or repayment of all or any portion of the principal amount of the Notes (whether on the Maturity Date or otherwise), we are also required to pay an exit fee to the Purchasers.
The Note Purchase Agreement includes affirmative and negative covenants applicable to us, our current subsidiaries and any subsidiaries we create in the future. The affirmative covenants include, among others, covenants requiring us to maintain our legal existence and governmental approvals, deliver certain financial reports, maintain insurance coverage and satisfy certain requirements regarding deposit accounts. We must also (i) maintain at least $30.0 million of unrestricted cash and cash equivalents in accounts subject to a control agreement in favor of Athyrium at all times and (ii) upon the occurrence of certain specified events set forth in the Note Purchase Agreement, achieve at least $70.0 million of Consolidated Teoxane Distribution Net Product Sales (as defined in the Note Purchase Agreement) on a trailing twelve-months basis. The negative covenants include, among others, restrictions on our transferring collateral, incurring additional indebtedness, engaging in mergers or acquisitions, paying dividends or making other distributions, making investments, creating liens, selling assets and undergoing a change in control, in each case subject to certain exceptions.
If we do not comply with the affirmative and negative covenants, such non-compliance may be an event of default under the Note Purchase Agreement. The Note Purchase Agreement also includes events of default, the occurrence and continuation of which could cause interest to be charged at the rate that is otherwise applicable plus 2.0% and would provide Athyrium, as administrative agent, with the right to exercise remedies against us and the collateral, including foreclosure against our property securing the obligations under the Note Purchase Agreement, including our cash. These events of default include, among other things, our failure to pay principal or interest due under the Note Purchase Agreement, a breach of certain covenants under the Note Purchase Agreement, our insolvency, the occurrence of a circumstance which could have a material adverse effect and the occurrence of any default under certain other indebtedness.
Convertible Senior Notes
On February 14, 2020, we issued $287.5 million aggregate principal amount of convertible senior notes that are due in 2027 (the “2027 Notes”) pursuant to an indenture, dated February 14, 2020, between us and U.S. Bank National Association, as trustee (the “Indenture”). The 2027 Notes are senior unsecured obligations and bear interest at a rate of 1.75% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2020. The 2027 Notes will mature on February 15, 2027, unless earlier converted, redeemed or repurchased. In connection with issuing the 2027 Notes, we received $278.3 million in net proceeds, after deducting the initial purchasers’ discount, commissions, and other issuance costs. A portion of the net proceeds from the 2027 Notes were used to purchase the capped call transactions described below and the remainder will be used to fund expenses associated with commercial launch activities for both the RHA® Collection of dermal fillers and, if approved, DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines, research and development, and other corporate activities.

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REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
The 2027 Notes may be converted at any time by the holders prior to the close of business on the business day immediately preceding November 15, 2026 only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on June 30, 2020 (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the 5 business day period after any 10 consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of the 2027 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call any or all of the 2027 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after November 15, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2027 Notes at any time, regardless of the foregoing circumstances. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election.
The conversion rate will initially be 30.8804 shares of our common stock per $1,000 principal amount of the 2027 Notes (equivalent to an initial conversion price of approximately $32.38 per share of our common stock). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2027 Notes in connection with such a corporate event or notice of redemption, as the case may be.
Contractually, we may not redeem the 2027 Notes prior to February 20, 2024. We may redeem for cash all or any portion of the 2027 Notes, at our option, on or after February 20, 2024 if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2027 Notes.
If we undergo a fundamental change (as defined in the Indenture), holders may require us to repurchase for cash all or any portion of their 2027 Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2027 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
Prior to adoption of ASU 2020-06 on January 1, 2021 (Note 1), we separated the 2027 Notes into liability and equity components. The carrying amount of the liability component was $175.4 million, which was calculated by using a discount rate of 9.5%, which was estimated to be our borrowing rate on the issuance date for a similar debt instrument without the conversion feature. The carrying amount of the equity component was $112.1 million, which represents the conversion option, and was determined by deducting the fair value of the liability component from the par value of the 2027 Notes. The
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Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
equity component of the 2027 Notes is included in additional paid-in capital in the condensed consolidated balance sheets and will not be subsequently remeasured as long as it continues to meet the conditions for equity classification. The difference between the principal amount of the 2027 Notes and the liability component (the “debt discount”) is amortized to interest expense in the condensed consolidated statements of operations and comprehensive loss using the effective interest method over the term of the 2027 Notes.
Total transaction costs for the issuance of the 2027 Notes were $9.2 million, consisting of the initial purchasers’ discount, commissions, and other issuance costs. Prior to adoption of ASU 2020-06 we allocated the total transaction costs proportionally to the liability and equity components. The transaction costs attributed to the liability component were $5.6 million, which were recorded as debt issuance costs (presented as contra debt in our condensed consolidated balance sheets) and are amortized to interest expense in the condensed consolidated statements of operations and comprehensive loss over the term of the 2027 Notes. The transaction costs attributed to the equity component were $3.6 million, which were included in additional paid-in capital.
As a result of the adoption of ASU 2020-06 (Note 1), we reclassified the equity component associated with the 2027 Notes principal and transaction costs from the additional paid-in capital to the convertible senior notes on the condensed consolidated balance sheet. Debt discount was eliminated and the adjustment to the interest expenses was recorded in the accumulated deficit on the condensed consolidated balance sheets.
Interest expense relating to the 2027 Notes in the condensed consolidated statements of operations and comprehensive loss are summarized as follows:
 Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2021202020212020
Contractual interest expense$1,258 $1,258 $3,773 $3,159 
Amortization of debt issuance costs313 96 935 230 
Amortization of debt discount(1)
— 2,976 — 7,346 
Total interest expense$1,571 $4,330 $4,708 $10,735 
(1)The effective interest rate on the liability component of the 2027 Notes was 9.5% for the year ended December 31, 2020, which remained unchanged from the issuance date. As of December 31, 2020, the unamortized debt discount was $101.7 million, and will be amortized over 6.1 years. Due to the adoption of ASU 2020-06 (Note 1), debt discount was eliminated on January 1, 2021 therefore we no longer amortize debt discount.
As of September 30, 2021, and December 31, 2020, the convertible senior notes on the condensed consolidated balance sheet represented the carrying amount of the liability component of the 2027 Notes, net of unamortized debt discounts and debt issuance costs (as applicable), which are summarized as follows:
(in thousands)September 30, 2021December 31, 2020
2027 Notes$287,500 $287,500 
Less: Unamortized debt issuance costs(7,181)(5,275)
Less: Unamortized debt discount— (101,699)
Carrying amount of 2027 Notes$280,319 $180,526 
Capped Call Transactions
Concurrently with the 2027 Notes, we entered into capped call transactions with one of the initial purchasers and another financial institution (the “option counterparties”) and used $28.9 million of the net proceeds from the 2027 Notes to pay the cost of the capped call transactions. The capped call transactions are expected generally to reduce the potential dilutive effect upon conversion of the 2027 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 2027 Notes, as the case may be, with such reduction and/or offset subject to a price cap of
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Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
$48.88 $48.88 of our common stock per share, which represents a premium of 100% over the last reported sale price of our common stock on February 10, 2020. The capped calls have an initial strike price of $32.38 per share, subject to certain adjustments, which corresponds to the conversion option strike price in the 2027 Notes. The capped call transactions cover, subject to anti-dilution adjustments, approximately 8.9 million shares of our common stock.
The capped call transactions are separate transactions that we entered into with the option counterparties and are not part of the terms of the 2027 Notes. As the capped call transactions meet certain accounting criteria, under ASC 815, the premium paid of $28.9 million was recorded as a reduction in additional paid-in capital in the condensed consolidated balance sheets, and will not be remeasured to fair value as long as the accounting criteria continue to be met. As of SeptemberJune 30, 2021,2022 and December 31, 2020,2021, we had not purchased any shares under the capped call transactions.
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11.Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
9. Stockholders’ Equity (Deficit) and Stock-Based Compensation
2014 Equity Incentive Plan (the “2014 EIP”)
On January 1, 2021,2022, the number of shares of common stock reserved for issuance under the 2014 EIP increased by 2,767,146 shares pursuant to the evergreen provision of the 2014 EIP.2,863,362 shares. For the ninesix months ended SeptemberJune 30, 2021, 649,8542022, 505,028 stock options, and 1,421,25742,413 restricted stock awards, and 2,602,184 restricted stock units, including 234,3501,518,389 performance stock awards,units, were granted under the 2014 EIP. As of SeptemberJune 30, 2021, 2,115,7082022, 2,962,489 shares were available for issuance under the 2014 EIP.
2014 Inducement Plan (the “2014 IN”)
For the ninesix months ended SeptemberJune 30, 2021, 104,090 restricted2022, no stock options or awards were granted under the 2014 IN. As of SeptemberJune 30, 2021, 610,8672022, 682,553 shares were available for issuance under the 2014 IN.
HintMD Plan
For the six months ended June 30, 2022, no stock options or awards were granted under the Hint, Inc. 2017 Equity Incentive Plan (the “HintMD Plan”)
On July 23, 2020, we registered 1,260,946 shares of common stock under the HintMD Plan, which was assumed by the Company in connection with the HintMD Acquisition. For the nine months ended September 30, 2021, no stock options and no restricted stock awards were granted under the HintMD Plan., As of SeptemberJune 30, 2021, 444,5202022, 465,117 shares of common stock were available for issuance under the HintMD Plan.
2014 Employee Stock Purchase Plan (the “2014 ESPP”)
On January 1, 2021,2022, the number of shares of common stock reserved for issuance under the 2014 ESPP increased by 300,000 shares pursuant to the evergreen provision of the 2014 ESPP.shares. As of SeptemberJune 30, 2021, 1,818,2382022, 1,833,604 shares of common stock were available for issuance under the 2014 ESPP.
Net Loss per Share
Our basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding for the period, which includes the vested restricted stock awards. The diluted net loss per share is calculated by giving effect to all potentiallypotential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, shares of common stock underlying the convertible senior notes2027 Notes at the initial conversion price, outstanding stock options, unvested restricted stock awardsawards/units and performance stock awardsawards/units, and shares of common stock expected to be purchased under 2014 ESPP are considered common stock equivalents, which were excluded from the computation of diluted net loss per share because including them would have been antidilutive.
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Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
Common stock equivalents that were excluded from the computation of diluted net loss per share are presented below:
 September 30,
 20212020
Convertible senior notes8,878,938 8,878,938 
Outstanding common stock options4,898,630 5,783,695 
Unvested restricted stock awards and performance stock awards3,951,037 3,731,088 
Shares of common stock expected to be purchased on December 31st under the 2014 ESPP89,919 47,074 

 June 30,
 20222021
Convertible senior notes8,878,9388,878,938
Outstanding stock options5,063,0744,910,088
Unvested restricted stock awards and performance stock awards2,656,7034,146,751
Unvested restricted stock units and performance stock units2,492,797— 
At-The-Market Offering
In November 2020, we entered into a sales agreement with Cowen and Company, LLC (“Cowen”) as sales agent (the “2020 ATM Agreement”). Under the 2020 ATM Agreement, we maycould offer and sell, from time to time, through Cowen, shares of our common stock having an aggregate offering price of up to $125$125.0 million. We arewere not obligated to sell any shares under the 2020 ATM Agreement. Subject to the terms and conditions of the 2020 ATM Agreement, Cowen was required to use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The Nasdaq Global Market, to sell shares from time to time based upon our
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Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
instructions, including any price, time or size limits specified by us. We paid Cowen a commission of up to 3.0% of the aggregate gross proceeds from each sale of shares, reimbursed legal fees and disbursements and provided Cowen with customary indemnification and contribution rights.
For the three months ended June 30, 2022, we sold 1,264,783 shares of common stock under the 2020 ATM Agreement at a weighted average price of $18.41 per share resulting in net proceeds of $22.7 million after sales agent commissions and offering costs. For the six months ended June 30, 2022, we sold 1,734,853 shares of common stock under the 2020 ATM Agreement at a weighted average price of $18.71 per share resulting in net proceeds of $31.6 million after sales agent commissions and offering costs.
On May 10, 2022, we terminated the 2020 ATM Agreement and entered into a new sales agreement (the “2022 ATM Agreement”) with Cowen. Under the 2022 ATM Agreement, we may sell up to $150.0 million of our common stock. We are not obligated to sell any shares under the 2022 ATM Agreement. Subject to the terms and conditions of the 2022 ATM Agreement, Cowen will use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The Nasdaq Global Market, to sell shares from time to time based upon our instructions, including any price, time or size limits specified by us. We pay Cowen a commission of up to 3%3.0% of the aggregate gross proceeds from each sale of shares, of our common stock, reimburse legal fees and disbursements and provide Cowen with customary indemnification and contribution rights. The 2020 ATM Agreement may be terminated by Cowen or us at any time upon notice to
As of both June 30, 2022 and the other party, or by Cowen at any time in certain circumstances, including the occurrencefiling date of a material and adverse change in our business or financial condition that makes it impractical or inadvisable to market the shares or to enforce contracts for the sale of the shares.
For the nine months ended September 30, 2021, we sold 761,526this Report, 0 shares of common stock under the 2020 ATM Agreement at a weighted average price of $29.09 per share, resulting in net proceeds of $21.6 million after sales agent commissions and offering costs. No shares of common stock havehad been sold under the 20202022 ATM Agreement since we filed our 2020 Form 10-K on February 25, 2021. For the year ended December 31, 2020, we sold 2,585,628 shares of common stock under the 2020 ATM Agreement at a weighted average price of $27.18 per share, resulting in net proceeds of $68.2 million after sales agent commissions and offering costs.
As of September 30, 2021, we had $32.6 million available under the 2020 ATM Agreement.
Stock-based Compensation
Stock-based compensation expense was allocated as follows:
(in thousands)Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Selling, general and administrative$6,624 $7,695 $21,193 $16,566 
Research and development3,914 2,982 11,320 8,008 
Total stock based compensation expense$10,538 $10,677 $32,513 $24,574 

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(in thousands)Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Selling, general and administrative$6,528 $7,288 $14,692 $14,569 
Research and development2,735 4,080 8,934 7,406 
Total stock-based compensation expense$9,263 $11,368 $23,626 $21,975 

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Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
12.10. Fair Value Measurements
The following table summarizes, for assets and liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy:hierarchy.
September 30, 2021June 30, 2022
(in thousands)(in thousands)Fair ValueLevel 1Level 2Level 3(in thousands)Fair ValueLevel 1Level 2Level 3
AssetsAssetsAssets
Money market fundsMoney market funds$114,267 $114,267 $— $— Money market funds$40,689 $40,689 $— $— 
U.S. treasury securitiesU.S. treasury securities40,064 40,064 — — 
Commercial paperCommercial paper124,914 — 124,914 — Commercial paper59,787 — 59,787 — 
Corporate bondsCorporate bonds21,590 — 21,590 — Corporate bonds39,115 — 39,115 — 
U.S. government agency obligationsU.S. government agency obligations25,407 — 25,407 — 
Yankee debt securitiesYankee debt securities6,014 — 6,014 — 
Total assets measured at fair valueTotal assets measured at fair value$260,771 $114,267 $146,504 $— Total assets measured at fair value$211,076 $80,753 $130,323 $— 
LiabilitiesLiabilitiesLiabilities
Derivative liabilityDerivative liability$3,179 $— $— $3,179 Derivative liability$3,125 $— $— $3,125 
Total liabilities measured at fair valueTotal liabilities measured at fair value$3,179 $— $— $3,179 Total liabilities measured at fair value$3,125 $— $— $3,125 
December 31, 2020
(in thousands)Fair ValueLevel 1Level 2Level 3
Assets
Money market funds$267,130 $267,130 $— $— 
Commercial paper113,446 — 113,446 — 
Total assets measured at fair value$380,576 $267,130 $113,446 $— 
Liabilities
Derivative liability$3,081 $— $— $3,081 
Total liabilities measured at fair value$3,081 $— $— $3,081 
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Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
December 31, 2021
(in thousands)Fair ValueLevel 1Level 2Level 3
Assets
Money market funds$90,355 $90,355 $— $— 
Commercial paper87,964 — 87,964 — 
Corporate bonds26,484 — 26,484 — 
Total assets measured at fair value$204,803 $90,355 $114,448 $— 
Liabilities
Derivative liability$3,020 $— $— $3,020 
Total liabilities measured at fair value$3,020 $— $— $3,020 

For Level 1 investments, we use quoted prices in active markets for identical assets to determine the fair value. For Level 2 investments, we use quoted prices for similar assets sourced from certain third-party pricing services. The third-party pricing services generally utilize industry standard valuation models for which all significant inputs are observable, either directly or indirectly, to estimate the price or fair value of the securities. The primary input generally includes reported trades of or quotes on the same or similar securities. We do not make additional judgments or assumptions made to the pricing data sourced from the third-party pricing services.
The following table summarizes the change in the fair value of our Level 3 financial instrument:
(in thousands)Derivative Liability
Fair value as of December 31, 20202021$3,0813,020 
Change in fair value98105 
Fair value as of SeptemberJune 30, 20212022$3,1793,125 
Our Level 3 financial instrument is a derivative liability related to a settlement agreement in 2012, pursuant to which we are obligated to pay $4.0 million upon achieving regulatory approval for DaxibotulinumtoxinA for Injection or DaxibotulinumtoxinA Topical. We determined that such payment was a derivative instrument that requires fair value accounting as a liability and periodic fair value remeasurement until settled. The fair value of the derivative liability was determined by estimating the timing and probability of the related regulatory approval and multiplying the payment amount by this probability percentage and a discount factor based primarily on the estimated timing of the payment and a credit risk adjustment (Note 8).adjustment. Generally, increases or decreases in these unobservable inputs would result in a directionally similar impact to the fair value measurement of this derivative instrument. The significant unobservable inputs used in the fair value measurement of the product approval payment derivative are the expected timing and probability of the payments at the valuation date and the credit risk adjustment.
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Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
The fair value of the 2027 Notes and the Notes payable (Note 108) was determined on the basis of market prices observable for similar instruments and is considered Level 2 in the fair value hierarchy. We present the fair value of the 2027 Notes and the Notes payable for disclosure purposes only. As of SeptemberJune 30, 2021,2022, and December 31, 20202021 the fair value of the 2027 Notes was $329.6$241.5 million and $326.2$257.1 million, respectively.

As of June 30, 2022 the fair value of the Notes payable was approximately the same as its unamortized carrying value.
13.11. Commitments and Contingencies
Teoxane Agreement
WeIn January 2020, we entered into an exclusive distribution agreement (the “Teoxane Agreement”) with Teoxane SA (“Teoxane”), as amended in JanuarySeptember 2020, pursuant to which Teoxane granted us the exclusive right to import, market, promote, sell and distribute Teoxane’s line of RHA®Resilient Hyaluronic Acid® dermal fillers, which include: (i) RHA® 2, RHA®
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Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
3 and RHA® 4, which have been approved by the FDA for the correction of moderate to severe dynamic facial wrinkles and folds (the “Current RHA® Collection”) and RHA® Redensity, which had been approved for the treatment of moderate to severe dynamic perioral rhytids (lip lines) (collectively, the “RHA® Collection of dermal fillers”), and (ii) future hyaluronic acid filler advancements and products by Teoxane (the “RHA® Pipeline Products”) in the U.S. and U.S. territories and possessions, in exchange for 2,500,000 shares of our common stock and certain other commitments by us. The Teoxane Agreement is effective for a term of ten years from product launch in September 2020 and may be extended for a two-year period upon the mutual agreement of the parties. We are required to meet certain minimum purchase obligations during each year of the term and are required to meet certain minimum expenditure requirements in connection with commercialization efforts unless prevented by certain conditions such as manufacturing delays. Either party may terminate the Teoxane Agreement in the event of the insolvency of, or a material breach by, the other party, including certain specified breaches that include the right for Teoxane to terminate the Teoxane Agreement for our failure to meet the minimum purchase requirements or commercialization expenditure during specified periods, or for our breach of the exclusivity obligations under the Teoxane Agreement.

Other Commitments
Our commitment under the ABPS Amendment and the LSNE Agreement were discussed in Note 9—Leases.
Other Contingencies
We are obligated to make a $2.0 million milestone payment to a developer of botulinum toxin, List Biological Laboratories, Inc.E, LLC (“List Laboratories”E”) upon achievement of a certain regulatory milestone. As of SeptemberJune 30, 2021,2022, the milestone had not been achieved. We are also obligated to pay royalties to List LaboratoriesE on future sales of botulinum toxin products.
We entered into an asset purchase agreement with Botulinum Toxin Research Associates, Inc. (“BTRX”), under which we are obligated to pay up to $16.0 million to BTRX upon the satisfaction of milestones relating to our product revenue, intellectual property, and clinical and regulatory events.
Indemnification
We have standard indemnification agreements in the ordinary course of business. Under these indemnification agreements, we indemnify, hold harmless, and agree to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third party with respect to our technology. The term of these indemnification agreements is generally perpetual after the execution of the agreements. The maximum potential amount of future payments we are obligated to pay under other indemnification agreements is not determinable because it involves claims for indemnification that may be made against us in the future but have not been made. We have not yet incurred material costs to defend lawsuits or settle claims related to indemnification agreements.
We have indemnification agreements with our directors and officers that may require us to indemnify them against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual.
For the ninesix months ended SeptemberJune 30, 2022 and 2021, no amounts associated with the indemnification agreements have been recorded.
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Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
Litigation
In October 2021, Allergan, Inc. and Allergan Pharmaceuticals Ireland (collectively, “Allergan”) filed a complaint against us and ABPS, one of our manufacturing sources of DaxibotulinumtoxinA for Injection, in the United StatesU.S. District Court for the District of Delaware, alleging infringement of the following patents assigned and/or licensed to Allergan, U.S. Patent Nos. 11,033,625; 7,354,740; 8,409,828; 11,124,786; and 7,332,567. Allergan claims that our formulation for DaxibotulinumtoxinA for Injection and our and ABPS’s manufacturing process used to produce DaxibotulinumtoxinA for Injection infringes its patents. Allergan also asserted a patent with claims related to a substrate for use in a botulinum toxin detection assay. We dispute Allergan’s claims and intend to defend the matter vigorously. InOn November 3, 2021, we filed a motion to dismiss. On November 24, 2021, Allergan filed an amended complaint against us and ABPS, alleging infringement of an additional patent assigned and/or licensed to Allergan, U.S. Patent No. 11,147,878. On December 17, 2021, we filed a second motion to dismiss, and on July 7, 2022 the Magistrate Judge ruled the motion to dismiss should be denied. On August
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Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
4, 2022, we filed an objection to the Magistrate Judge’s ruling, but we cannot be certain of whetherwhat the motionoutcome of that objection will be granted.be.

On December 10, 2021, a putative securities class action complaint was filed against the Company and certain of its officers on behalf of a class of stockholders who acquired the Company’s securities from November 25, 2019 to October 11, 2021 in the U.S. District Court for the Northern District of California. The complaint alleges that the Company and certain of its officers violated Sections 10(b) and 20(a) of the Exchange Act by making false or misleading statements regarding the manufacturing of DaxibotulinumtoxinA for Injection and the timing and likelihood of regulatory approval and seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including reasonable attorneys’ fees. We dispute these claims and intend to defend the matter vigorously.
14.These lawsuits are subject to inherent uncertainties, and the actual defense and disposition costs will depend upon many unknown factors. The outcome of the lawsuits is necessarily uncertain. We could be forced to expend significant resources in the defense of either lawsuit, and we may not prevail. In addition, we may incur substantial legal fees and costs in connection with each lawsuit.
12. Segment Information
Reportable Segments
We report segment information based on the management approach. The management approach designates the internal reporting used by managementthe Chief Operating Decision Maker (“CODM”) for making decisions and assessing performance as the source of our reportable segments.
We have 2 reportable segments: the Product Segment and the Service Segment. Each reportable segment represents a component, or an operating segment, for which separate financial information is available that is utilized on a regular basis by our chief operating decision makerCODM in determining resource allocations and performance evaluation. We also considered whether the identified operating segments should be further aggregated based on factors including economic characteristics, the nature of products and services, production processes, customer base, distribution methods, and regulatory environment; however, no such aggregation was made due to dissimilarity of the operating segments.
Product Segment
Our Product Segment refers to the business that includes the research, development and developmentcommercialization of DaxibotulinumtoxinA for Injection for aestheticour product candidates and therapeutic indications, the RHA® Collection of dermal fillers, our onabotulinumtoxinA biosimilar program in partnership with Viatris, and the U.S. distribution of the RHA® Collection of dermal fillers. Our product and collaboration revenues and related expenses are included in Product Segment.
Service Segment
Our Service Segment refers to the business that includes the development and commercialization of the Fintech Platform.
Corporate and other expenses include operating expense related to general and administrative expenses, depreciation and amortization, stock-based compensation, in-process research and development and intersegment elimination that are not used in evaluating the results of, or in allocating resources to, our segments. Intersegment revenue represents the revenue generated between the 2 segments. Intersegment revenue was $0.5 million and $0.8 million for the three and ninesix months ended SeptemberJune 30, 2021,2022 was $0.3 million and $0.6 million, respectively. ThereIntersegment revenue was no intersegment revenue$0.4 million for each of the three and ninesix months ended SeptemberJune 30, 2020.2021.
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Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
Reconciliation of Segment Revenue to Consolidated Revenue
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
(in thousands)(in thousands)2021202020212020(in thousands)2022202120222021
Revenue:Revenue:Revenue:
Product SegmentProduct Segment$19,425 $3,627 $51,016 $3,984 Product Segment$27,142 $18,433 $51,547 $31,591 
Service SegmentService Segment320 208 832 208 Service Segment1,226 724 2,082 865 
Intersegment eliminationIntersegment elimination— (353)— (353)
Total revenueTotal revenue$19,745 $3,835 $51,848 $4,192 Total revenue$28,368 $18,804 $53,629 $32,103 
Reconciliation of Segment Loss from Operations to Condensed Consolidated Loss from Operations
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
(in thousands)(in thousands)2021202020212020(in thousands)2022202120222021
Loss from operations:Loss from operations:Loss from operations:
Product SegmentProduct Segment$(36,298)$(46,243)$(108,982)$(115,649)Product Segment$(24,969)$(35,399)$(49,920)$(72,684)
Service SegmentService Segment(4,155)(2,813)(12,178)(2,813)Service Segment(5,598)(4,048)(9,533)(8,023)
Corporate and other expensesCorporate and other expenses(32,270)(28,072)(91,912)(76,731)Corporate and other expenses(27,275)(30,890)(60,610)(59,642)
Total loss from operationsTotal loss from operations$(72,723)$(77,128)$(213,072)$(195,193)Total loss from operations$(57,842)$(70,337)$(120,063)$(140,349)
We do not evaluate performance or allocate resources based on segment asset data, and therefore such information is not presented.

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Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the accompanying notes appearing elsewhere in this Report and in conjunction with our other SEC filings, including our Annual Report on Form 10-K for the year ended December 31, 2020,2021, filed with the SEC on February 25, 2021 (the “FY2020 10-K”).28, 2022.
This Report including the documents incorporated by reference herein, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this Report and the documents incorporated by reference herein, including statements regarding our future financial condition, regulatory approvals, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements. In addition, any statements that refer to our financial outlook or projected performance, anticipated growth, milestone expectations, future expenses, future revenue, expected cash runway strategic priorities,and cash preservation plans and financial performance; anticipated growth, market demand, conditions and trends relevant to our business;plans; our ability to remediate manufacturing related deficiencies identified bymitigate the U.S. Foodsubstantial doubt to continue as a going concern; our future responses to and Drug Administration (the "FDA") in connection withthe effects of the COVID-19 pandemic; the requirements, timing and regulatory approval process for the biologics license application (the “BLA”) for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines;lines, our PDUFA (as defined below) date, the U.S. Food and Drug Administration (the “FDA”) inspections of our manufacturing facility, our ability to adequately address the FDA's observations from the inspections, any actions taken in response to the inspections and the FDA’s review of the resubmission and the approval of the BLA; our ability to obtain, and the timing relating to, regulatory submissions meetings and approvals with respect to our drug product candidates, including with respect to the Type A meeting related to and anticipated approval of DaxibotulinumtoxinA for Injection forRHA® Pipeline Products (as defined below); our expectations regarding the treatment of moderate to severe glabellar (frown) lines and RHA® 1; our future responses to and the effects of the COVID-19 pandemic; our ability to complete the integration of HintMD and achieve the anticipated benefits of our acquisition of Hint, Inc.fintech platform (the “HintMD Acquisition”Platform”); the timing of the migration of HintMD Platform customers to the OPUL™ and OPULTM Relational Commerce Platform ( “OPUL™(“OPULTM, and together with the HintMD Platform, the “Fintech Platform”); our expectations regarding OPUL™, including its profitability, ability to scale,their features, functionality, gross processing volume (“GPV”) and functionalities and benefits to practices and patients;profitability; the process and timing of, and ability to complete, the current and anticipated future pre-clinical and clinical development of our product candidates including the outcome of thosesuch clinical studies and trials; the initiation, design, enrollment, submission, timing and results of our clinical studies; the safety, efficacy and duration of DaxibotulinumtoxinA for Injection; the design for the JUNIPER Phase 3 program; our development of an onabotulinumtoxinAa biosimilar to the branded biologic product (onabotulinumtoxinA) marketed as BOTOX® (an “onabotulinumtoxinA biosimilar”), which would compete in the existing short-acting neuromodulator marketplace; the process and our ability to effectively and reliably manufacture supplies of DaxibotulinumtoxinA for Injection; our ability to continue to buildsuccessfully compete in the dermal filler, neuromodulator and fintech services markets; the design of our own salesclinical studies; the markets for our current and marketing capabilities; our ability to defend ourselves in suits brought against us;future products and services; our business strategy, timeline and other goals, plans and prospects, including our commercialization plans and ability to continue to commercialize Teoxane SA’s (“Teoxane”) linethe RHA® Collection of Resilient Hyaluronic Acid® dermal fillers (as defined below) and DaxibotulinumtoxinA for Injection; andInjection, if approved; the potential benefits of the RHA® Collection of dermal fillers, our drug product candidates and the Fintech Platform; the extent to which our technologiesproducts and services are considered unique and premium; the rate and degree of economic benefit of the RHA® Collection of dermal fillers, OPUL™ and our drug product candidates, if approved; patent defensive measures; our ability to defend ourselves in ongoing litigation; and strategic collaborations are forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including risks described in the section titledItem 1A. “Risk Factors” and elsewhere in this Report.
You should not rely upon forward-looking statements as predictions of future events. These forward-looking statements represent our estimates and assumptions only as of the date of the document containing the applicable statement.this Report. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason to conform these statements to actual results or to changes in our expectations. You should read this Report, together with the information incorporated herein by reference, with the understanding that our actual future results, levels of activity, performance and achievements
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may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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Summary of Risk Factors
Investing in our common stock involves risks. See Item 1A. “Risk Factors” in this Report for a discussion of the following principal risks and other risks that make an investment in Revance speculative or risky.

Our success as a company, including our ability to finance our business and generate revenue, and our future growth is substantially dependent on the clinical and commercial success of DaxibotulinumtoxinA for Injection, and RHA® 2, RHA® 3 and RHA® 4, which have been approved by the FDA forcommercial success of the correction of moderate to severe dynamic facial wrinkles and folds (collectively, the “RHA®RHA® Collection of dermal fillers”) and future hyaluronic acid filler advancements and products by Teoxane (collectively the “RHA® Pipeline Products”).fillers. Our ability to finance our business and generate revenue dependslonger-term prospects will also depend on the successful development, regulatory approval and commercialization of these product candidates, an onabotulinumtoxinA biosimilar orproduct candidate and any future product candidates. If we experience additional delays, as a result of the Complete Response Letter (“CRL”) from the FDA for the BLA for DaxibotulinumtoxinA for Injection or otherwise, or are unable to successfully complete the development or regulatory approval process or commercialize our product candidates, we may not be able to generate sufficient revenue to continue our business.
We received a Complete Response Letter (“CRL”) frommay be unable to address the outstanding observations of the FDA forand remediate the BLAdeficiencies related to the manufacturing inspections or obtain regulatory approval for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines, which has delayed our ability to commercialize and generate revenue from DaxibotulinumtoxinA for Injection, if at all.
We may be unable to remediate the deficiencies identified by the FDA during the inspection of our manufacturing facility or obtain regulatory approval for DaxibotulinumtoxinA for Injection or obtain approval for an onabotulinumtoxinA biosimilar or future product candidates inon a timely mannerbasis or at all.
Our cash preservation measures may be insufficient,Management has concluded there is substantial doubt about our ability to continue as a going concern, and we maywill require substantial additional financingcapital to continue to operate our business and achieve our goals,goals.We have incurred significant losses since our inception and a failurewe anticipate that these losses will continue for the foreseeable future. Our prior losses, combined with expected future losses, may adversely affect the market price of our common stock and our ability to obtainraise capital and continue operations.
The terms of the necessary capital when neededNote Purchase Agreement (as defined below) place restrictions on acceptable terms, or at all, could force usour operating and financial flexibility, and if we fail to delay, limit, reduce or terminatecomply with these restrictions, our business, business prospects, results of operations and financial condition may be adversely affected.
The COVID-19 pandemic has and may continue to adversely affect our product approval timeline, financial condition and our business as well as those of third parties on which we rely for significant manufacturing, clinical or other business operations. Further, the COVID-19 pandemic has adversely affected the economy and disposable income levels, which could reduce consumer spending and lower demand for our products.
If we are not able to effectively and reliably manufacture DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar or any future product candidates, including through any third-party manufacturers, as well as acquire supplies of the RHA® Collection of dermal fillers from Teoxane SA (“Teoxane”), our product development, regulatory approval, commercialization and sales efforts and our ability to generate revenue may be adversely affected.
DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, the RHA® Pipeline Products or any future product candidates, if approved, may not achieve market acceptance among physicians and patients, and may not be commercially successful, which would adversely affect our operating results and financial condition.
Our product candidates and the RHA® Collection of dermal fillers will face significant competition, including from companies that enjoy significant competitive advantages, such as substantially greater financial, research and development, manufacturing, personnel and marketing resources, greater brand recognition and more experience and expertise in obtaining marketing approvals from the FDA and other operations.regulatory authorities. Our failure to effectively compete may prevent us from achieving significant market penetration and expansion.
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Reports of adverse events or safety concerns involving the RHA® Collection of dermal fillers or other Teoxane approved product candidates could delay or prevent Teoxane from maintaining regulatory approval or obtaining additional regulatory approval for the RHA® Pipeline Products. The denial, delay or withdrawal of any such approval would negatively impact commercialization and could have a material adverse effect on our ability to generate revenue, business prospects, and results of operations.
The current COVID-19 pandemic has and may continue to adversely affectIf we do not effectively manage our product approval timeline, financial condition and our business as well as thoseexpanded operations in connection with the acquisition of third parties on which we rely for significant manufacturing, clinicalHint, Inc. (“HintMD”), or other business operations. Further, the COVID-19 pandemic has adversely affected the economy and disposable income levels, which could reduce consumer spending and lower demand for our products.
Ifif we are not able to effectively and reliably manufacture supplies of DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar or any future product candidates, including through any third-party manufacturers, as well as acquire suppliesachieve market acceptance of the RHA® Collection of dermal fillers from Teoxane, our product development, commercialization and sales efforts and our ability to generate revenueFintech Platform, then we may be adversely affected.

not achieve the anticipated benefits or recoup the substantial expense incurred in connection with the acquisition.
Clinical drug development involves a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results or actual patient outcomes.
If we do not effectively manage our expanded operations in connection with our recent acquisition of HintMD, or if we are not able to achieve market acceptance of the Fintech Platform, then we may not achieve the anticipated benefits or recoup the substantial expense incurred in connection with the acquisition.
DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, the RHA® Pipeline Products or any future product candidates, if approved, may not achieve market acceptance among physicians and patients, and
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may not be commercially successful and our operating results and financial condition would be adversely affected.
Our product candidates and the RHA® Pipeline Products will face significant competition, including from companies that enjoy significant competitive advantages, such as substantially greater financial, research and development, manufacturing, personnel and marketing resources, greater brand recognition and more experience and expertise in obtaining marketing approvals from the FDA and other regulatory authorities. Our failure to effectively compete may prevent us from achieving significant market penetration and expansion.
If our competitors develop and market products that are safer, more effective or more convenient or less expensive than DaxibotulinumtoxinA for Injection, the RHA® Pipeline Products, an onabotulinumtoxinA biosimilar or any other future product candidates, if approved, our commercial opportunity could be reduced or eliminated.
As we evolve from a company primarily involved in research and development and commercialization of aesthetic products in the U.S. to a company involved in the commercialization of aesthetic and therapeutic products domestically and internationally, we will need to maintain and expand sales, marketing, managerial and/or operational capabilities on our own or through third parties, and we may be unable to do so successfully.
We use third-party collaborators, including Viatris Inc. (formerly Mylan N.V.) (“Viatris”), Fosun, Ajinomoto Althea, Inc. dba Ajinomoto Bio-Pharma Services (“ABPS”) and Lyophilization Services of New England, Inc. (“LSNE”), to help us develop, validate, manufacture and/or commercialize product candidates. Our ability to commercialize these product candidates could be impaired or delayed if these collaborations are unsuccessful.
Changes in and failures to comply with U.S. and foreign privacy and data protection laws, regulations and standards may adversely affect our business, operations and financial performance.
We have incurred significant losses since our inception and we anticipate that these losses will continue for the foreseeable future as we continue our development of, seek regulatory approval for and begin to commercialize DaxibotulinumtoxinA for Injection and continue to commercialize the RHA® Collection of dermal fillers and the Fintech Platform. Our prior losses, combined with expected future losses, may adversely affect the market price of our common stock and our ability to raise capital and continue operations.
Servicing our debt, including the 2027 Notes, requires a significant amount of cash to pay our substantial debt. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive.
If our efforts to protect our intellectual property related to DaxibotulinumtoxinA for Injection, the RHA® Pipeline Products, any future product candidates, including an onabotulinumtoxinA biosimilar, or the Fintech Platform are not adequate, we may not be able to compete effectively. Additionally, we are currently and in the future may become involved in lawsuits or administrative proceedings to defend against claims that we infringe the intellectual property of others and to protect or enforce our patents or other intellectual property or the patents of our licensors, which could be expensive and time-consuming.time-consuming and would have a material adverse effect on our ability to generate revenue if we are unsuccessful.
We use third-party collaborators, including Viatris Inc. (“Viatris”), Shanghai Fosun Pharmaceutical Industrial Development Co., Ltd., a wholly-owned subsidiary of Shanghai Fosun Pharmaceutical (Group) Co., Ltd (“Fosun”), Ajinomoto Althea, Inc. dba Ajinomoto Bio-Pharma Services (“ABPS”) and Lyophilization Services of New England, Inc. (“LSNE”), to help us develop, validate, manufacture and/or commercialize product candidates. Our ability to commercialize our product candidates could be impaired or delayed if these collaborations are unsuccessful.
We are currently, and in the future may be, subject to securities class action or stockholder derivative actions. If securities, product liability or other lawsuits are brought against us and we cannot successfully defend ourselves, we may incur substantial liabilities or be required to limit commercialization of our products. Even a successful defense would require significant financial and management resources.
Significant disruptions of information technology systems or security incidents could materially adversely affect our business, our reputation, our customer relationships, results of operations and financial condition.
Changes in and failures to comply with U.S. and foreign privacy and data protection laws, regulations and standards may adversely affect our business, operations and financial performance.
Servicing our debt, including the Note Purchase Agreement (as defined below) and the 2027 Notes (as defined below), requires a significant amount of cash to pay our substantial debt. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive.
If we fail to attract and retain qualified management, clinical, scientific, technical and sales personnel, we may be unable to successfully execute our objectives.

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Overview
Revance is a commercial stage biotechnology company focused on innovative aesthetic and therapeutic offerings, including its next-generation, long-acting, neuromodulator product, DaxibotulinumtoxinA for Injection. DaxibotulinumtoxinA for Injection combines a proprietary stabilizing peptide excipient with a highly purified botulinum toxin that does not contain human or animal-based components. We have successfully completed aPhase 3 programs for DaxibotulinumtoxinA for Injection across two different treatment categories, aesthetics and therapeutics. In the aesthetics category, we completed our Phase 3 program for DaxibotulinumtoxinA for Injection inthe treatment of moderate to severe glabellar (frown) lines and are pursuing U.S. regulatory approval. In the therapeutics category, we completed our Phase 3 program for the treatment of cervical dystonia in November 2021 and plan to pursue U.S. regulatory approval following the FDA approval of DaxibotulinumtoxinA for Injection for glabellar lines. We are also evaluating additional aesthetic and therapeutic indications for DaxibotulinumtoxinA for Injection inincluding the full upper face, includingwhich includes glabellar (frown) lines, forehead lines and crow’s feet, as well as in two therapeutic indications - cervical dystonia and adult upper limb spasticity. To accompanycomplement DaxibotulinumtoxinA for Injection, we own a unique portfolio of premium products and services for U.S. aesthetics practices, including the exclusive U.S. distribution rights to the RHA® Collection of dermal fillers, the first and only range of the FDA-approvedFDA approved fillers for correction of dynamic facial wrinkles and folds, and the OPUL™ Relational Commerce Platform.. We have also partnered with Viatris to develop an onabotulinumtoxinA biosimilar, which would compete in the existing short-acting neuromodulator marketplace. We are dedicated to making a difference by transforming patient experiences.
Impact of the COVID-19 Pandemic on Our Operations
The full extent of the impact of the COVID-19 pandemic on the Company’sour future operational and financial performance is currently uncertain.will depend on future developments that are highly uncertain, including variant strains of the virus and the degree of their vaccine resistance and as a result of new information that may emerge concerning COVID-19, the actions taken to contain or treat it, and the duration and intensity of the related effects. The ongoing COVID-19 pandemic has and may continue to negatively affect global economic activity, our ability to obtainthe regulatory approval ofprocess for our product candidates, our supply chain, research and development activities, end user demand for our products and services and commercialization activities. The COVID-19 pandemic has caused delays in the regulatory approval process for DaxibotulinumtoxinA for Injection. In November 2020, the FDA deferred a decision on the BLA for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines. The FDA reiterated that an inspection of our manufacturing facility was required as part of the BLA approval process, but the FDA was unable to conduct the required inspection of our manufacturing facility in Northern California, due to the FDA’s travel restrictions associated with the COVID-19 pandemic. Although the FDA inspection process and our responsewas completed, in October 2021, we received a CRL due to deficiencies related to the FDA's observations fromFDA’s onsite inspection at our manufacturing facility. We resubmitted the inspectionBLA in March 2022, and in April 2022, the FDA accepted the resubmission of the BLA and designated the BLA as a Class 2 resubmission with a Prescription Drug User Fee Act (“PDUFA”) date of September 8, 2022, with a reinspection required. In July 2022, the FDA completed the reinspection of our manufacturing facility and issued a Form 483. We have taken place, weresponded to the Form 483. We cannot be certain of how long it will take to remediate deficiencies identified by the FDA duringcontinued impact of the inspection and respond to the FDA or how quickly or successfullyCOVID-19 pandemic on the regulatory approval process for the BLA for DaxibotulinumtoxinA for Injection for the treatment of glabellar lines, including whether the PDUFA date will move following our remediation of the deficiencies and our response to the FDAbe met or the future impact of the COVID-19 pandemic on the timing of the regulatory approval process for DaxibotulinumtoxinA for Injection in indications outside of glabellar (frown) lines or on any supplemental BLAs we may file.
Our supply of and our ability to commercialize the RHA® Collection of dermal fillers has been impacted by the ongoing COVID-19 pandemic. The product supply of the Current RHA® Collection of dermal fillers was delayed by our distribution partner Teoxane as they temporarily suspended production in Geneva, Switzerland as a precaution in early 2020 in response to the COVID-19 pandemic. Teoxane resumed manufacturing operations at the end of April 2020 and delivered the first shipment of the Current RHA® Collection of dermal fillers to us in June 2020. As a result, our initial product launch of the Current RHA® Collection of dermal fillers was delayed by one quarter to September 2020. In addition, port closures and other restrictions resulting from the COVID-19 pandemic may disrupt our supply chain or limit our ability to obtain sufficient materials for the production of our products. We have taken steps to build sufficient levels of inventory to help mitigate potential future supply chain disruptions, but we cannot be certain of whether we will experience additional delays in the future. In addition, port closures and other restrictions resulting from the COVID-19 pandemic have and may continue to disrupt our supply chain or limit our ability to obtain sufficient materials for the production of our products and the sale of our services.
The global computer chip shortage has impacted and may in the future impact our third-party partners’ ability to provide us with the point of sale (“POS”) hardware terminals that are provided to customers as a part of the OPUL™ service offering. If our third-party partner cannot provide enough POS terminals to meet OPULTM demand or we are unable to
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provide a substitute device, we may be unable to timely board new customers or fulfill orders for additional hardware from existing customers. If the shortage continues for an extended period of time, it could materially and adversely affect the Fintech Platform’s business.
Our clinical trials have been and may continue to be affected by the COVID-19 pandemic. The COVID-19 pandemic has and may further delay enrollment in and the progress of clinical trials for our currentproduct candidates and future clinical trials.the RHA® Pipeline Products. Even as some restrictions have been lifted in many jurisdictions and vaccines are widely available in the United States and certain other countries, the COVID-19 pandemic may continue to result in government imposed quarantines and consume hospital resources, especially if infection rates rise or more contagious variants develop and spread. Patients may not be able to comply with clinical trial protocols if quarantines impede patient movement or interrupt healthcare services. Site initiation and patient enrollment may be delayed due to prioritization of hospital resources toward the COVID-19 pandemic. For example, enrollment in the JUNIPER Phase 2 adult upper limb spasticity trial was paused in March 2020 due to challenges related to the COVID-19 pandemic. The trial was originally designed to include 128 subjects. Due to COVID-19 challenges related to continued subject enrollment and the scheduling of in-person study visits, in June 2020, we announced the decision to end screening and complete the JUNIPER trial with the 83 patients enrolled at that time. We released topline results from the Phase 2 study in February 2021, which informed our dosing strategy for the Phase 3 program.
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The COVID-19 pandemic has caused and may continue to cause general business disruption worldwide. In response to the COVID-19 pandemic, we curtailed employee travel and implemented a corporate work-from-home policy in March 2020. Throughout the COVID-19 pandemic, certain manufacturing, quality and laboratory-based employees continued to work onsite, and certain employees with customer-facing roles have been onsite for training and interfacing in-person with customers in connection with the product launch of the RHA® Collection of dermal fillers. We have resumed essential on-site corporate operations and have begun to transition certain employees back on-site on a full or part-time basis and in accordance with local and regional restrictions. Although many of our employees have returned to working on-site, if the severity, duration or nature of the COVID-19 pandemic changes, it may have an impact on our ability to continue on-site operations, which could disrupt our manufacturing operations, clinical trials, sales activities and other operations.
To ensure proper clinical trial coordination and completion, in line with the FDA-issued guidance of March 18, 2020 on the Conduct of Clinical Trials of Medical Products during the See “Item 1A. Risk Factors—The current COVID-19 pandemic we have evaluatedhas and implemented risk-based approaches for remote clinical trial monitoringmay continue to, and activities, including remote patient assessment, for those subjects who cannot physically visit clinic sites, to ensure the full completion of trials.other actual or threatened epidemics, pandemics, outbreaks, or public health crises may, adversely affect our financial condition and our business.”
The ultimate impact of the COVID-19 pandemic is highly uncertain and we do not yet know the full extent of potential delays or impacts on our BLA for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines, our manufacturing operations, supply chain, end user demand for our products and services, commercialization efforts, business operations, clinical trials and other aspects of our business, the healthcare systems or the global economy as a whole. As such, it is uncertain as to the full magnitude that the COVID-19 pandemic will have on our financial condition, liquidity and results of operations.
Fintech Platform
On July 23, 2020, we completed the acquisition of all of the issued and outstanding shares of Hint, Inc. (d/b/a HintMD) (the “HintMD Acquisition”), and HintMD became a wholly owned subsidiary of Revance. HintMD operates the HintMD Platform, the legacy payment solution and practice management tool for medical aesthetic practices, and OPUL™, the next-generation fintech platform.
Recent Developments
Status of BLA forRegulatory Update on DaxibotulinumtoxinA for Injection for the Treatment of Glabellar Lines
In November 2020,On March 8, 2022, we announced that we resubmitted the BLA to the FDA deferred a decision on the BLA forwith respect to DaxibotulinumtoxinA for Injection for the treatment of moderateglabellar lines in response to severe glabellar (frown) lines. Thethe CRL previously issued by the FDA. On April 21, 2022, the FDA reiterated that an inspectionaccepted the resubmission of the BLA and designated the BLA as a Class 2 resubmission with a PDUFA date of September 8, 2022, with a reinspection required. On July 15, 2022, the FDA completed the reinspection of our manufacturing facility was required as part of the BLA approval process, but the FDA was unable to conduct the required inspection of our manufacturing facility in Northern California, due to the FDA’s travel restrictions associated with the COVID-19 pandemic.facility. The FDA initiated the pre-approval inspection of our manufacturing facility in June 2021. Following the inspection, the FDA provided us with its observations inissued a Form 483 and we respondedwith the following three observations. Observations 1 & 2 each relate to those observations in July 2021.an individual development lot.

On October 15, 2021, weObservation #1 - Deviations are not always initiated according to Standard Operating Procedures (“SOP”) _xx_xxxx. Specifically, DaxibotulinumtoxinA drug substance (DS) development lot (Dxxxx) was aborted due to a leak in the filtration system, which is the same equipment used for commercial production of DaxibotulinumtoxinA. For this development lot, the SOP was not followed regarding the initiation of a deviation.

Observation # 2 - The SOP for operation and cleaning of filtration equipment does not contain adequate information to ensure consistent process performance. Specifically, the SOP requires the performance of either clean-in-place (CIP), steam-in-place or storage in a basic solution within 7 days of CIP. Development lot (Dxxxx) failed to follow the existing SOP.

Observation # 3 - The redundant site for storage of the working cell bank was not added to the BLA.
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We also announced that the FDA issued a CRL regardingcorrective and preventive actions completed in response to the BLA for DaxibotulinumtoxinA for Injection forfive observations from the treatment of moderate to severe glabellar (frown) lines. The FDA determined it was unable to approve the BLAForm 483 we received in its present form due to deficienciesJuly 2021 related to the FDA’s onsiteour preapproval inspection at our manufacturing facility.No other deficiencies were identified in the CRL. Following our receipt of the CRL, the Company received additional information fromreviewed by the FDA and plansconsidered closed. We have responded to file a Type A meeting requestthe July 2022 Form 483 related to gain clarity and alignment on the requirements for approval.our reinspection.

RHA® Collection of Dermal Fillers
We launched the RHA® Collection of dermal fillers in 2020, and we recognized $18.3$25.5 million in product revenue and $5.8$8.1 million in cost of product revenue (exclusive of amortization) for the three months ended SeptemberJune 30, 2021,2022, and $47.0$46.3 million in product revenue and $15.5$15.4 million in cost of product revenue (exclusive of amortization) for the ninesix months ended SeptemberJune 30, 2021.2022 from the sale of the RHA® Collection of dermal fillers.

The Fintech Platform
For the three months ended June 30, 2022, the Fintech Platform processed $166 million of gross processing volume (“GPV”). GPV for the trailing-twelve months ended June 30, 2022 totaled over $600 million. GPV measures the total dollar amount of all transactions processed in the period through the Fintech Platform, net of refunds. We also use the Fintech Platform PayFac capabilities to process credit card transactions for products purchased from us; these transactions are not included in GPV. Since the Fintech Platform predominantly generates revenue as a percentage of credit card processing volumes, we use GPV as a key indicator of the ability of the Fintech Platform to generate revenue.

Presentation of revenue generated by the Fintech Platform may be impacted by the ongoing migration of customers from the HintMD Platform to OPULTM. We have started migrating existing customers on the HintMD Platform to OPUL™. While the ongoing migration of existing customers is not expected to have a material impact to the gross margin generated by the Fintech Platform, it is expected to cause a gross-up effect to service revenue and cost of service revenue (exclusive of amortization) due to the gross vs. net presentation difference in revenue accounting between the HintMD Platform and OPUL™.

Note Purchase Agreement
On March 18, 2022, we entered into a note purchase agreement (the “Note Purchase Agreement”) with Athyrium Buffalo LP (together with its affiliates, “Athyrium”), as administrative agent, the purchasers party thereto from time to time (the “Purchasers”), including Athyrium, and HintMD, as a guarantor, pursuant to which the Purchasers agreed to purchase from us, and we agreed to issue to such Purchasers, notes payable by us. On March 18, 2022, we issued to the Purchasers notes in an aggregate principal amount for all such notes of $100.0 million (the “Notes Payable”). See “—Liquidity and Capital Resources” for additional information.
At-The-Market (“ATM”) Offerings
In November 2020, we entered into a sales agreement with Cowen and Company, LLC (“Cowen”) as sales agent (the “2020 ATM Agreement”). For the three months ended June 30, 2022, we sold 1,264,783 shares of common stock under the 2020 ATM Agreement at a weighted average price of $18.41 per share resulting in net proceeds of $22.7 million after sales agent commissions and offering costs. For the six months ended June 30, 2022, we sold 1,734,853 shares of common stock at a weighted average price of $18.71 per share resulting in net proceeds of $31.6 million after sales agent commissions and offering costs.
On May 10, 2022, we terminated the 2020 ATM Agreement and entered into a new sales agreement (the “2022 ATM Agreement”) with Cowen. Under the 2022 ATM Agreement, we may sell up to $150.0 million of common stock. As both June 30, 2022 and the filing date of this Report, no shares of common stock had been sold under the 2022 ATM Agreement.
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OPUL™Preservation of Capital and Expense Management
In April 2021, HintMD became a registered payment facilitator (“PayFac”), and the company launched the next-generation HintMD Platform, OPUL™ (together with the HintMD Platform, the “Fintech Platform”),Beginning in beta form to select customers. In October 2021, we announced the commercial launch of OPUL™ and made it generally available. OPUL™ is a Relational Commerce Platform that provides payment solutions, practice data analytics and enhanced customer servicetook measures to foster increased consumer loyalty and retention, specifically designed for aesthetic practicesdefer or reduce costs in the U.S. We will continuenear term in order to offerpreserve capital and increase financial flexibility as a result of the legacy HintMD Platform to existing HintMD customers with a phased migration to OPUL™ through 2022.
DaxibotulinumtoxinA for Injection fordelay in the Treatment of Cervical Dystonia
In November 2021, we announced positive topline results from the ASPEN-OLS Phase 3 studypotential approval of DaxibotulinumtoxinA for Injection for the treatment of adults with cervical dystonia. ASPEN-OLS is aglabellar lines. These measures include but are not limited to: pausing non-critical hires; deferring the Phase 3 open-label, multi-center trialclinical program for upper limb spasticity and other therapeutics pipeline activities; and deferring international regulatory and commercial investment for DaxibotulinumtoxinA for Injection, with the exception of supporting our partnership with Fosun.
The commercial launch delay and its impact on our capital resources has raised substantial doubt with respect to evaluateour ability to meet our obligations to continue as a going concern. Our existing cash, cash equivalents and short-term investments will not allow us to fund our operations for at least 12 months following the long-term safety and efficacyfiling date of repeat treatmentsthis Report. We are dependent on our ability to execute our commercial strategy for the RHA® Collection of dermal fillers, obtain the approval of DaxibotulinumtoxinA for Injection for the treatment of glabellar lines and meet certain other conditions in adults with cervical dystonia. Subjects could receive uporder to four treatments overdraw on the Second Tranche (defined below) and raise sufficient additional capital outside of the Note Purchase Agreement to mitigate the substantial doubt to continue as a 52-week period. Doses evaluated included 125, 200, 250going concern. If adequate funds are not available to us on a timely basis, or at all, we will be required to take additional actions beyond the cost preservation measures previously initiated to address our liquidity needs, including to continue to further reduce operating expense and 300 units. The study enrolled a totaldelay, reduce the scope of, 357 subjects at 64 sites in the U.S., Canadadiscontinue or alter our research and Europe.

In all dose groups, DaxibotulinumToxinAdevelopment activities for DaxibotulinumtoxinA for Injection, appearedthe RHA® Pipeline Products and our onabotulinumtoxinA biosimilar program; the development of OPUL™; our sales and marketing capabilities or other activities that may be necessary to be generally safecontinue to commercialize the RHA® Collection of dermal fillers, OPUL™ and well tolerated. our product candidates, if approved, and other aspects of our business plan. See Part I, Item 1, “Financial Information—Condensed Consolidated Financial Statements (Unaudited)—Notes to consolidated financial statements—Note 1The most common treatment-related adverse events were muscular weakness (4.9%Company and Summary of treatments administered), dysphagia (4.2% of treatments administered) and injection site pain (2.7% of treatments administered). There were no serious treatment-related adverse events or dose-dependent increases in adverse events observed. The median duration of effect, defined by the time to reach the Target Toronto Western Spasmodic Torticollis Rating Scale (TWSTRS) Score, ranged from 19.9 weeks to 26.0 weeks across doses within the evaluable treatment cycles.Significant Accounting Policies.”

Results of Operations
We haveoperate in two reportable segments: theour Product Segment and theour Service Segment. Our Product Segment refers to the business that includes the research, development and developmentcommercialization of DaxibotulinumtoxinA for Injection for aestheticour product candidates and therapeutic indications, the RHA® Collection of dermal fillers, onabotulinumtoxinA biosimilar program in partnership with Viatris, as well as the U.S. distribution of the RHA® Collection of dermal fillers. Our product and collaboration revenues and related expenses are included in Product Segment. Our Service Segment refers to the business ofthat includes the development and commercialization of the Fintech Platform described previously.Platform.
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Revenue
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
(in thousands, except percentages)(in thousands, except percentages)20212020Change20212020Change(in thousands, except percentages)20222021Change% Change20222021Change% change
Product revenueProduct revenue$18,296 $2,819 549 %$46,982 $2,868 1,538 %Product revenue$25,483 $17,039 $8,444 50 %$46,320 $28,686 $17,634 61 %
Collaboration revenueCollaboration revenue1,129 808 40 %4,034 1,116 261 %Collaboration revenue1,659 1,394 $265 19 %5,227 2,905 $2,322 80 %
Service revenueService revenue320 208 54 %$832 208 300 %Service revenue1,226 371 $855 230 %2,082 512 $1,570 307 %
Total revenueTotal revenue$19,745 $3,835 415 %$51,848 $4,192 1,137 %Total revenue$28,368 $18,804 $9,564 51 %$53,629 $32,103 $21,526 67 %
Product Revenue
We have only generated product revenue from the sale of the RHA® Collection of dermal fillers. The initial sale of the RHA® Collection of dermal fillers took place in June 2020 in connection with the PrevU program, which was a pre-launch educational and training program for select practices. The formal launch of the RHA® Collection of dermal fillers took place in September 2020.
For the three and ninesix months ended SeptemberJune 30, 2021,2022, our product revenue increased compared to the same periodperiods in 20202021 due to higher sales volumes of the RHA® Collection of dermal fillers.
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Collaboration Revenue
We are actively developing an onabotulinumtoxinA biosimilar in the continuation phase ofcollaboration with Viatris. As described in Part I, Item 1. “Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) —Note 2—Revenue,” we generally recognize collaboration revenue for the onabotulinumtoxinA biosimilar program and are moving forward with characterization and productbased on the cost of development work.service incurred over the total estimated cost of development service multiplied by the determined transactions price of the contract.
For the three and ninesix months ended SeptemberJune 30, 2021,2022, our collaboration revenue increased compared to the same periods in 2020,2021 due to increased development activities fromof the Viatris Collaboration.onabotulinumtoxinA biosimilar program.
Service Revenue
Our service revenue is generated from the Fintech Platform, which earns revenues through payment processing fees generally net of costs, and certain value-added services. In our HintMD Platform service offerings, we generally recognize service revenue net of costs as an accounting agent. ServiceIn our OPUL™ service offerings, we generally recognize service revenue on a gross basis as the accounting principal because we maintain control of the service offerings to our customers as the PayFac. Since the fourth quarter of 2021, we have been onboarding new customers exclusively to OPUL™, and since October 2021, migrating existing customers from the HintMD Platform to OPUL™. While the ongoing migration of existing customers is not expected to have a material impact to the gross margin generated by the Fintech Platform in the near term, it is expected to cause a gross-up effect to service revenue and related costs recognized fromcost of service revenue (exclusive of amortization) due to the OPUL™ are presented gross onversus net presentation difference in revenue accounting between the condensed consolidated statements of operationsHintMD Platform and comprehensive loss.OPUL™.
For the three and ninesix months ended SeptemberJune 30, 2021,2022, our service revenue increased compared to the same periodsperiod in 20202021 primarily due to increased GPV associated with the commercial launch of OPUL™ since October 2021 and the presentation difference in revenue accounting as we did not begin to recognize service revenue until the completiondescribed above.
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Operating Expenses
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
(in thousands, except percentages)(in thousands, except percentages)20212020Change20212020Change(in thousands, except percentages)20222021Change% Change20222021Change% Change
Operating expenses:Operating expenses:Operating expenses:
Cost of product revenue (exclusive of amortization)Cost of product revenue (exclusive of amortization)$5,827 $1,081 439 %$15,453 $1,102 1,302 %Cost of product revenue (exclusive of amortization)$8,121 $5,409 $2,712 50 %$15,449 $9,626 $5,823 60 %
Cost of service revenue (exclusive of amortization)Cost of service revenue (exclusive of amortization)59 1,375 %76 1,800 %Cost of service revenue (exclusive of amortization)1,402 17 $1,385 8,147 %1,967 17 $1,950 11,471 %
Selling, general and administrativeSelling, general and administrative52,782 48,183 10 %152,385 99,013 54 %Selling, general and administrative47,847 50,598 $(2,751)(5)%92,922 99,603 $(6,681)(7)%
Research and developmentResearch and development30,095 29,130 %86,787 96,027 (10)%Research and development24,913 29,441 $(4,528)(15)%55,642 56,692 $(1,050)(2)%
AmortizationAmortization3,705 2,565 44 %10,219 3,239 215 %Amortization3,927 3,676 $251 %7,712 6,514 $1,198 18 %
Total operating expensesTotal operating expenses$92,468 $80,963 14 %$264,920 $199,385 33 %Total operating expenses$86,210 $89,141 $(2,931)(3)%$173,692 $172,452 $1,240 %
Our operating expenses consist of costs of product revenue (exclusive of amortization), cost of service revenue (exclusive of amortization), selling, general and administrative expenses, research and development expenses, and amortization. The largest component of our operating expenses is our personnel costs, including stock-based compensation, which is a subset of our selling, general and administrative and research and development expenses. We have taken prudent measures to defer or reduce costs in the near term in order to preserve capital and increase financial flexibility as a result of the delay in the potential approval of DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines. If our cash preservation measures are not sufficient or we are not able to remediate the deficiencies identified in the CRL, and the BLA for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines is not approved on a timely basis or at all, we may be required to continue to further reduce operating expense and delay, reduce the scope of, discontinue or alter some of our development programs, commercialization efforts and other aspects of our business plan. If the BLA for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines is approved, following approval, we expect our operating expenses to increase as we increase sales and marketing activities to commercialize DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines, for the continued commercialization of the RHA® Collection of dermal fillers and OPUL™, add additional members to our sales force and take other actions to prepare for the commercialization of DaxibotulinumtoxinA for Injection. We also expect our operating expenses related to research and development to decrease in the near term as we complete existing clinical trials and associated programs related to DaxibotulinumtoxinA for Injection for certain indications . These expenses may increase to the extent we conduct clinical trials for additional indications and depending on the need for additional clinical trials for the current indications we are pursuing.
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Cost of Product Revenue (exclusive of amortization)
Cost of product revenue (exclusive of amortization) primarily consists of the cost of inventory and distribution expenses related to the RHA® Collection of dermal fillers. We did not incur cost of product revenue (exclusive of amortization) until the first delivery of the RHA® Collection of dermal fillers in June 2020 in connection with the PrevU program, and we did not incur meaningful cost of product revenue until formal launch in September 2020.
For the three and ninesix months ended SeptemberJune 30, 2021,2022, our cost of product revenue (exclusive of amortization) increased compared to the same periodperiods in 20202021 due to higher sales volumes of the RHA® Collection of dermal fillers.
Cost of Service Revenue (exclusive of amortization)
Cost of service revenue (exclusive of amortization) primarily consists of interchanges fees, hardware costs, and various fees in the fulfillment of our financial services.
For the three and six months ended SeptemberJune 30, 2021,2022, cost of service revenue (exclusive of amortization) consists of interchange and various fees from the beta launch of the OPUL™ and other miscellaneous fulfillment costs relatedincreased compared to the HintMD Platform.same periods in 2021 due to the increase of OPUL™ processing volume as well as the change to the gross accounting presentation of revenue and costs associated with OPUL™ as described in the Service Revenue section above.
For the three and nine months ended September 30, 2021, such costs for the Fintech Platform were minimal. We expect the cost of service revenue (exclusive of amortization) to increase in the future as we expand the general availability of OPUL™ for existing and new customers and due to the change to the gross accounting presentation of revenue and costs associated with OPUL™. as described in the Service Revenue section above.
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Selling, General and Administrative Expenses

 Three Months Ended June 30,Six Months Ended June 30,
(in thousands, except percentages)20222021Change% Change20222021Change% Change
Selling, general and administrative$40,301 $42,391 $(2,090)(5)%$76,078 $83,183 $(7,105)(9)%
Stock-based compensation6,528 7,288 $(760)(10)%14,692 14,569 $123 %
Depreciation and amortization1,018 919 $99 11 %2,152 1,851 $301 16 %
Total selling, general and administrative expenses$47,847 $50,598 $(2,751)(5)%$92,922 $99,603 $(6,681)(7)%
Selling, general and administrative expenses consist primarily of the following:

Personnel and professional service costs in our finance, information technology, commercial, investor relations, legal, human resources, and other administrative functions, including related stock-based compensation costs;
Costs of sales and marketing activities and sales force compensation related to the RHA® Collection of dermal fillers and the Fintech Platform;
DaxibotulinumtoxinA for Injection pre-commercial activities such as market research and public relations;
Personnel and professional service costs in our finance, information technology, commercial, investor relations, legal, human resources, and other administrative functions, including related stock-based compensation costs; and
Depreciation and amortization of certain assets used in selling, general and administrative activities.
We have taken prudent measures to defer or reduce costs in the near term in order to preserve capital and increase financial flexibility as a result of the delay in the potential approval of DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines. If the BLA for DaxibotulinumtoxinA for Injection is approved, following approval, we expect our operating expenses to increase as we increase sales and marketing activities to commercialize DaxibotulinumtoxinA for Injection, for the continued commercialization of the RHA® Collection of dermal fillers and OPUL™, to add additional members to our sales force and take other actions to prepare for the commercialization of DaxibotulinumtoxinA for Injection.
Our selling, general and administration expenses are summarized as follows:
 Three Months Ended September 30,Nine Months Ended September 30,
(in thousands, except percentages)20212020Change20212020Change
Selling, general and administrative$45,146 $39,816 13 %$128,329 $81,296 58 %
Stock-based compensation6,624 7,695 (14)%21,193 16,566 28 %
Depreciation and amortization1,012 672 51 %2,863 1,151 149 %
Total selling, general and administrative expenses$52,782 $48,183 10 %$152,385 $99,013 54 %
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Selling, general and administrative expenses before stock-based compensation and depreciation and amortization
For the three and six months ended SeptemberJune 30, 2021,2022, selling, general and administrative expenses increased by $5.3 million, or 13%decreased compared to the same periodperiods in 2020,2021, primarily due to an increasea decrease in sales and marketing expenses, of $3.5which $2.4 million and $6.0 million was attributed to the Product Segment.Segment for the respective periods.
For the nine months ended September 30, 2021,The decreases in selling, general and administrative expenses increasedwere primarily related to cash preservation and expense management initiatives discussed above as well as other ongoing operating cost efficiencies realized related to travel and training costs in the Product Segment, partially offset by $47.0 million, or 58% compared to the same period in 2020, primarily due to an increase in sales and marketing expenses of $35.9 million and $2.1 million attributed to the Product Segment and the Service Segment, respectively.
The increases in sales and marketing expenses in the Product Segment were primarily related to the promotional, professional education, and sales and marketing activities for the RHA® Collection of dermal fillers and pre-commercial activities for DaxibotulinumtoxinA for Injection. The increases in sales and marketing expenses in the Service Segment were primarily related to the increase in headcount from the HintMD Acquisition in July 2020. The remaining increases were attributed to general and administrative expenses, which were primarily related to increased compensation costs from onboarded HintMD team members and other personnel and costs related to investment in information technology infrastructure and administrative functions to support our continued growth as a commercial company with an expanding portfolio of products and services.fillers.
Stock-based compensation
For the three months ended SeptemberJune 30, 2021,2022, stock-based compensation included in selling, general and administrative expenses decreased by $1.1 million, or 14% compared to the same periodperiods in 2020. The decrease was2021, primarily due to the vesting of certain performance stock awardsmodification expense in the third quarter of 2020. No performance stock awards vested in the thirdsecond quarter of 2021.
For the ninesix months ended SeptemberJune 30, 2021,2022, stock-based compensation included in selling, general and administrative expenses increased by $4.6 million, or 28% compared to the same periodperiods in 2020. The increase was2021, primarily due to more stock award grants related to increased employee headcountemployees in selling, general and administrative functions.
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Research and Development Expenses
Three Months Ended June 30,Six Months Ended June 30,
(in thousands, except percentages)20222021Change% Change20222021Change% Change
Manufacturing and quality$12,883 $11,517 $1,366 12 %$26,508 $21,595 $4,913 23 %
Clinical and regulatory3,905 6,315 $(2,410)(38)%7,882 14,379 $(6,497)(45)%
Stock-based compensation2,735 4,080 $(1,345)(33)%8,934 7,406 $1,528 21 %
Platform and software development2,937 4,013 $(1,076)(27)%6,055 6,094 $(39)(1)%
Other research and development expenses1,947 3,068 $(1,121)(37)%5,300 6,299 $(999)(16)%
Depreciation and amortization506 448 $58 13 %963 919 $44 %
Total research and development expenses$24,913 $29,441 $(4,528)(15)%$55,642 $56,692 $(1,050)(2)%
In the Product Segment, we do not believe that allocation of all research and development costs by product candidate would be meaningful; therefore, we generally do not track these costs by product candidates unless contractually required by our business partners. In the Service Segment, our research and development expenses relate to the development and introduction of new functionalities and features of OPUL™ that are not subjected to capitalization.
Research and development expenses consist primarily of:
salaries and related expenses for personnel in research and development functions, including stock-based compensation;
expenses related to the initiation and completion of clinical trials and studies for DaxibotulinumtoxinA for Injection, future innovations related to the RHA® Collection of dermal fillers and an onabotulinumtoxinA biosimilar, including expenses related to the production of clinical supplies;
fees paid to clinical consultants, contract research organizations (“CROs”) and other vendors, including all related fees for investigator grants, patient screening fees, laboratory work and statistical compilation and analysis;
expenses related to medical affairs, medical information, publications and pharmacovigilance oversight;
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other consulting fees paid to third parties;
expenses related to the establishment and maintenance of our manufacturing facilities;
expenses related to the manufacturing of supplies for clinical activities, regulatory approvals, and pre-commercial inventory;
expenses related to license fees, milestone payments, and development efforts under in-licensing agreements;
expenses related to compliance with drug development regulatory requirements in the U.S. and other foreign jurisdictions;
expenses related to the development of new features and functionalities of OPUL™ and services that are not subjected to capitalization;
depreciation and other allocated expenses; and
charges from the RHA® Collection of dermal fillers asset acquisition related to in-process research and
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development.
Our research and development expenses are subject to numerous uncertainties, primarily related to the timing and cost needed to complete our respective projects. In our Product Segment, the development timelines, probability of success and development expenses can differ materially from expectations, and the completion of clinical trials may take several years or more depending on the type, complexity, novelty and intended use of a product candidate. Accordingly, the cost of clinical trials may vary significantly over the life of a project as a result of differences arising during clinical development. We expect our research and development costs to decrease in the near term, primarily due to capital preservation measures which includes deferring the completion of our existingPhase 3 clinical development of DaxibotulinumtoxinAprogram for Injection for various indications,upper limb spasticity and other therapeutics pipeline activities, offset by collaboration activities related to developing an onabotulinumtoxinA biosimilar, continued product development related to OPUL™ not subjected to software capitalization, and certain shared development costs with Teoxane related to future dermal filler innovations and indications. However, these expenses may increase to the extent
When we conduct clinical trials for additional indications and depending on the need for additional clinical trials, for the current indications we are pursuing. We have taken prudent measures to defer or reduce costs in the near term in order to preserve capital and increase financial flexibility as a result of the delay in the potential approval of DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines. We plan to defer the Phase 3 clinical program for upper limb spasticity and other therapeutics pipeline activities.

Ourexpect our research and development expenses to fluctuate as projects transition from one development phase to the next. Depending on the stage of completion and level of effort related to each development phase undertaken, we may reflect variations in our research and development expenses. We expense both internal and external research and development expenses as they are incurred.
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Our research and development expenses are summarized as follows:
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands, except percentages)20212020Change20212020Change
Manufacturing and quality$11,701 $9,148 28 %$33,296 $26,559 25 %
Clinical and regulatory7,294 12,637 (42)%21,673 40,156 (46)%
Stock-based compensation3,914 2,982 31 %11,320 8,008 41 %
Platform and software development4,044 1,473 175 %10,138 1,473 588 %
Other research and development expenses2,709 2,349 15 %9,008 7,106 27 %
Depreciation and amortization433 541 (20)%1,352 1,541 (12)%
In-process research and development— — N/M— 11,184 N/M
Total research and development expenses$30,095 $29,130 %$86,787 $96,027 (10)%
N/M - Not meaningful
Manufacturing and quality
Manufacturing and quality expenses include personnel and occupancy expenses, external contract manufacturing costs, and pre-approval manufacturing of drug productsproduct used in preparation for our regulatory activities and anticipated commercial launch with respect to DaxibotulinumtoxinA for Injection for the treatment of glabellar lines and research and development ofactivities for DaxibotulinumtoxinA for Injection or for anticipated commercial launch.Injection. Manufacturing and quality expenses also include raw materials, lab supplies, and storage and shipment of our products to support quality control and assurance activities. For the three months ended SeptemberJune 30, 20212022 and 2020,2021, manufacturing and quality expenses were $11.7 million, or52% and 39%, and $9.1 million, or 31% respectively, of the total research and development expenses for the respective periods. For the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, manufacturing and quality expenses were $33.3 million, or48% and 38%, and $26.6 million, or 28%, respectively, of the total research and development expenses for the respective periods.
For the three and six months ended SeptemberJune 30, 2021,2022, manufacturing and quality expenses increased by $2.6 million, or 28%, compared to the same periodperiods in 2020. For the nine months ended September 30, 2021, manufacturing and quality expenses increased by $6.7 million, or 25% compared to the same period in 2020. The increases were primarily due to expenses related to pre-commercial manufacturing and quality activities including hiring additional personnel in anticipation and support of FDA inspections and the approval process offor DaxibotulinumtoxinA for Injection.Injection for the treatment of glabellar lines. We expect that our manufacturing and quality expenses will remain at least at the current level until the potential approval of DaxibotulinumtoxinA for Injection. Certain amounts of the manufacturing and quality expenses, among other costs, are expected to be treated as inventory costs ifafter the potential approval of DaxibotulinumtoxinA for Injection for the treatment of glabellar lines is obtained.
Clinical and regulatory
Clinical and regulatory expenses include costs related to personnel, external clinical sites for clinical trials, clinical research organizations, central laboratories, data management, contractors and regulatory activities associated with the clinical development of DaxibotulinumtoxinA for Injection. For the three months ended SeptemberJune 30, 20212022 and 2020,2021, clinical and regulatory costs totaled $7.3 million, or 24%,were 16% and $12.6 million, or 43%, respectively,21% of the total research and development expenses for the respective periods. For the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, clinical and regulatory costs totaled $21.7 million, orwere 14% and 25%, and $40.2 million, or 42%, respectively, of the total research and development expenses for the respective periods.
For the three and six months ended SeptemberJune 30, 2021,2022, clinical and regulatory expenses decreased by $5.3 million, or 42% compared to the same periods in 2020. For the nine months ended September 30, 2021, clinical and regulatory expenses decreased by $18.5 million, or 46% comparedprimarily due to the same period in 2020. The decreases were primarily the result of the completion of multiple clinical trials in 2020,2021, offset by ongoing support of the regulatory approval process for the BLA regulatory support.for DaxibotulinumtoxinA for Injection for the treatment of glabellar lines. We expect clinical and regulatory expenses to remain at the current level or decrease in the near term because we completed our existingprimarily due to capital preservation measures which includes deferring the Phase 3 clinical development of DaxibotulinumtoxinAprogram for upper limb spasticity and other therapeutics pipeline activities.
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Injection for the treatment of moderate to severe glabellar (frown) lines, forehead lines, lateral canthal lines (“crow’s feet”) and have completed clinical trials for cervical dystonia and adult upper limb spasticity. However, these expenses may increase to the extent we conduct clinical trials for additional indications and depending on the need for additional clinical trials for the current indications we are pursuing.
Stock-based compensation
For the three months ended SeptemberJune 30, 2022, stock-based compensation included in research and development expenses decreased compared to the same periods in 2021, primarily due to less market value of stock award granted to employees in research and development related functions.
For the six months ended June 30, 2022, stock-based compensation included in research and development expenses increased by $0.9 million, or 31%, compared to the same periodperiods in 2020. For the nine months ended September 30, 2021, stock-based compensation included in research and development expenses increased by $3.3 million, or 41%, comparedprimarily due to stock modification accounting adjustments related to the same periodseparation of an executive officer from the Company in 2020. The increases were primarily due to more stock award grants related to increased employee headcount in research and development related functions.the first quarter of 2022.
Platform and software development
Platform and software development include expenses associated with research and development activities in the Service Segment, which primarily represent the costs of developing new functionality or features of OPUL™ that are not subject to capitalization. For the three and nine months ended SeptemberJune 30, 2022 and 2021, platform and software development expenses were $4.0 million, or 13%,12% and $10.1 million, or 12%, respectively,14% of the total research and development expenses.expenses for the respective periods. For both the three and ninesix months ended SeptemberJune 30, 2020,2022 and 2021, platform and software development expenses were $1.5 million, or 5%, and $1.5 million, or 2%, respectively,11% of the total research and development expenses.
For the three and six months ended SeptemberJune 30, 2021,2022, platform and software development expenses increased by $2.6 million, or 175%decreased compared to the same periodperiods in 2020. For the nine months ended September 30, 2021, platform and software development expenses increased by $8.7 million, or 588% compared to the same period in 2020. The increases were primarily related to decreased research and development activities after the timingOPUL™ launch in the second quarter of the HintMD Acquisition. We did not begin to incur platform and software development expenses until after July 2020.2021.
Other research and development expenses
Other research and development expenses include expenses for personnel, contract research organizations,CROs, consultants, and supplies used to conduct preclinical research and development of DaxibotulinumtoxinA for Injection and an onabotulinumtoxinA biosimilar. For the three months ended SeptemberJune 30, 20212022 and 2020,2021, other research and development expenses were $2.7 million, or 9%,8% and $2.3 million, or 8%, respectively,10% of the total research and development expenses for the respective periods. For the six months ended June 30, 2022 and 2021, other research and development expenses were 10% and 11% of the total research and development expenses for the respective periods.
For the three and six months ended SeptemberJune 30, 2021,2022, other research and development expenses increased by $0.4 million, or 15%decreased compared to the same periodperiods in 2020. For the nine months ended September 30, 2021, otherprimarily due to research and development expenses increased by $1.9 million, or 27% compared to the same period in 2020. The increases were primarily due to additional activities related to the onabotulinumtoxinA biosimilar program.
In-process research and development
In connection with the Teoxane Agreement entered into in January 2020, $11.2 million of the aggregate purchase consideration was recognized as in-process research and development expense in the first quarter of 2020, which was the estimated allocation to RHA® Pipeline Products. This was a one-time non-recurring charge.
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Amortization
For the three months ended September 30, 2021, amortization increased by $1.1 million, or 44% compared to the same period in 2020. For the nine months ended September 30, 2021, amortization increased by $7.0 million, or 215%, compared to the same period in 2020. The increases were due to the amortization of distribution rights from the Teoxane Agreement beginning in the second quarter of 2020, the amortization of developed technology resulting from the HintMD Acquisition beginning in the third quarter of 2020. Additionally,DaxibotulinumtoxinA for Injection in the second quarter of 2021 in preparation for the FDA inspection.
Amortization
For the three and six months ended June 30, 2022, amortization increased compared to the same periods in 2021, primarily due to the amortization related to the in-process research and development assets andas well as the platform software, which were placed in service. As a result, we started to record amortization expense related to these assets. We expect such expense to increase due to a full year of amortization associated with intangible assets acquiredservice in the HintMD Acquisition.second quarter of 2021.
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Net Non-Operating Income and Expense
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands, except percentages)20212020Change20212020Change
Interest income$84 $413 (80)%$266 $2,868 (91)%
Interest expense(1,571)(4,334)(64)%(4,700)(10,738)(56)%
Change in fair value of derivative liability(20)(62)(68)%(98)(211)(54)%
Other expense, net(146)(146)— %(608)(406)50 %
Total net non-operating expense$(1,653)$(4,129)(60)%$(5,140)$(8,487)(39)%
 Three Months Ended June 30,Six Months Ended June 30,
(in thousands, except percentages)20222021Change% Change20222021Change% Change
Interest income$619 $85 $534 628 %$695 $182 $513 282 %
Interest expense(3,874)(1,569)$(2,305)147 %(5,805)(3,129)$(2,676)86 %
Change in fair value of derivative liability(61)(19)$(42)221 %(105)(78)$(27)35 %
Other expense, net(277)(357)$80 (22)%(499)(462)$(37)%
Total net non-operating expense$(3,593)$(1,860)$(1,733)93 %$(5,714)$(3,487)$(2,227)64 %
Interest Income
Interest income primarily consists of interest income earned on our deposit, money market fund, and investment balances. We expect interest income to vary each reporting period depending on our average deposit, money market fund, and investment balances during the period and market interest rates.
Interest Expense
Interest expense primarily includes cash and non-cash components from the 2027 Notes.components. The cash component of the interest expense represents the contractual interest charges. In 2020, thecharges for our 2027 Notes and Notes Payable. The non-cash component of the interest expense representedrepresents the amortization of debt discount and issuance costs for our 2027 Notes. In 2021, we adopted ASU 2020-06, which eliminatedNotes and the recognition and amortization of debt insurance cost and debt discount as a non-cash interest expense component for our 2027 Notes. the Notes Payable.
For the three and six months ended SeptemberJune 30, 2021,2022, interest expense decreased by $2.8 million, or 64%increased compared to the same periodperiods in 2020. For the nine months ended September 30, 2021 interest expense decreased by $6.0 million, or 56% compared to the same period in 2020. The decreases were primarily due to the aforementioned adoptioncontractual interest on the Notes Payable, which we began to incur in the first quarter of ASU 2020-06 in 2021.2022.
Change in Fair Value of Derivative Liability
The derivative liability on our condensed consolidated balance sheets is remeasured to fair value at each balance sheet date with the corresponding gain or loss recorded. We will continue to record adjustments to the fair value of derivative liability until paid.
Other Expense, net
Other expense, net primarily consists of miscellaneous tax and other expense items.
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Liquidity and Capital Resources
Our financial condition is summarized as follows:
(in thousands)June 30, 2022December 31, 2021Increase (Decrease)
Cash, cash equivalents, and short-term investments$233,815 $225,071 $8,744 
Working capital$183,719 $178,828 $4,891 
Stockholders’ equity (deficit)$(2,631)$68,471 $(71,102)
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(in thousands)September 30, 2021December 31, 2020Decrease
Cash, cash equivalents, and short-term investments$273,681 $436,505 $(162,824)
Working capital$228,009 $389,039 $(161,030)
Stockholders’ equity$120,162 $374,290 $(254,128)

Sources and Uses of Cash
We hold our cash, cash equivalents, and short-term investments in a variety of non-interest bearing bank accounts and interest-bearing instruments subject to investment guidelines allowing for certain lower-risk holdings such as, but not limited to, money market accounts, commercial paper, and corporate bonds. Our investment portfolio is structured to provide for investment maturities and access to cash to fund our anticipated working capital needs.
As of SeptemberJune 30, 20212022 and December 31, 2020,2021, we had cash, cash equivalents and short-term investments of $273.7$233.8 million and $436.5$225.1 million, respectively, which represented a decreasean increase of $162.8$8.7 million.
The decreaseincrease was primarily due to cash used in operating activitiesthe proceeds from the issuance of $176.9the Notes Payable pursuant to the Note Purchase Agreement, net of debt discount of $98.2 million, finance lease prepayments of $7.7 million, net settlement of restricted stock awards for employee taxes of $6.9 million, purchase of property and equipment of $6.0 million, and payments of offering costs of $0.3 million. These decreases were primarily offset by the issuance of shares of our common stock in connection with the at-the-marketATM offering program, net of commissions, of $21.7$31.8 million, and the proceeds from the exercise of stock options and the purchase of shares of our common stock under thein connection with our 2014 ESPPEmployee Stock Purchase Plan of $15.0$2.1 million. The increase was primarily offset by other operating activities of 106.9 million, finance lease prepayments of $9.9 million, net settlement of restricted stock awards for employee taxes of $2.8 million, principal payments on finance leases of $1.8 million, and payment of debt issuance cost and offering costs of $1.4 million.
We derived the following summary of our condensed consolidated cash flows for the periods indicated from Part I, Item 1, “Financial Information—Condensed Consolidated Financial Statements (Unaudited)” in this Report:
 Nine Months Ended September 30,
(in thousands)20212020
Net cash provided by (used in):
Operating activities$(176,927)$(116,188)
Investing activities$(57,306)$20,822 
Financing activities$29,464 $264,160 

 Six Months Ended June 30,
(in thousands)20222021
Net cash provided by (used in):
Operating activities$(105,495)$(123,760)
Investing activities$(61,313)$(74,113)
Financing activities$126,478 $31,956 
Cash Flows from Operating Activities
Our cash used in operating activities is primarily driven by personnel, manufacturing and facility costs, research andclinical development, pre-commercial activities, and sales and marketing activities, offset by cash generated from our product and service revenue.activities. The changes in net cash used in operating activities are primarily related to our adjusted net loss, and working capital fluctuations and changes in our non-cash expenses, all of which are highly variable. Our cash flows from operating activities will continue to be affected principally by our working capital requirements and the extent to which we increase spending on personnel, manufacturing, regulatory, sales and marketing,commercial activities, and research and development activities as our business grows.
For the ninesix months ended SeptemberJune 30, 2021,2022, net cash used in operating activities was $176.9$105.5 million, which was primarily due to personnel and compensation costs of approximately $95$68 million; professional services and consulting fees of approximately $71.5$38 million; rent, supplies and utilities expenses of approximately $36.9 million; clinical trials expenses of approximately $8.9$27 million; legal and other administrative expense of approximately $11.4$11 million; the 2027 Notes and Notes Payable interest paid of $5 million, clinical trials expenses of approximately $3 million, offset by approximately $47 million from product and service revenue.
For the six months ended June 30, 2021, net cash used in operating activities was $123.8 million, which was primarily due to personnel and compensation costs of approximately $66 million; professional services and consulting fees of approximately $53 million; rent, supplies and utilities expenses of approximately $21 million; clinical trials expenses of approximately $6.5 million; legal and other administrative expense of approximately $9 million; and the 2027 Notes interest paid of approximately $4.8$2.3 million, offset by approximately $51.6$34 million from product and service revenue.
For the nine months ended September 30, 2020, net cash used in operating activities was $116.2 million, which was primarily due to professional services and consulting fees of approximately $47 million; personnel and compensation costs of
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approximately $45 million; clinical trials expenses of approximately $31 million; rent, supplies and utilities expenses of approximately $15 million; legal and other administrative expenses of approximately $6.9 million; and the 2027 Notes interest paid of approximately $2.1 million; offset by a $30 million payment received from Viatris, and a $0.9 million milestone payment received from Fosun.
Cash Flows from Investing Activities
For the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, net cash provided by or used in investing activities was primarily due to fluctuations in the timing of purchases sale and maturities of investments, purchases of property and equipment and prepayments for a finance lease, and in 2020, the purchase of intangible assets as well as the net cash paid for HintMD Acquisition.lease.
Cash Flows from Financing Activities
For the ninesix months ended SeptemberJune 30, 2022, net cash provided by financing activities was driven by the issuance of the Notes Payable pursuant to the Note Purchase Agreement, net of debt discount, and the ATM offering program, net of commissions. The inflows were offset by the net settlement of restricted stock awards for employee taxes.
For the six months ended June 30, 2021, net cash provided by financing activities was driven by the at-the-market offering program, net of commissions, and proceeds from the exercise of stock options and employeecommon stock purchase plan.warrants. The inflows were offset by the net settlement of restricted stock awards for employee taxes and payments of offering costs. For
Note Purchase Agreement
On March 18, 2022, we entered into the nine months endedNote Purchase Agreement and issued Notes Payable to the Purchasers in an aggregate principal amount for all such notes of $100.0 million (the “First Tranche”). Subject to satisfaction of certain conditions set forth in the Note Purchase Agreement, including the FDA approval of DaxibotulinumtoxinA for Injection for the treatment of glabellar lines, $100.0 million in additional Notes Payable (the “Second Tranche”) remains available to us under the Note Purchase Agreement until September 30, 2020, net cash provided by financing activities was driven by proceeds from18, 2023. In addition, there is an uncommitted tranche of additional Notes Payable in an aggregate amount of up to $100.0 million (the “Third Tranche”) available until March 31, 2024, subject to the issuancesatisfaction of certain conditions set forth in the Note Purchase Agreement, including the achievement of greater than or equal to $50 million in trailing twelve-months revenue for DaxibotulinumtoxinA for Injection for the treatment of glabellar lines preceding the date of the draw request for the Third Tranche, and approval by Athyrium Capital Management, LP.
Our obligations under the Note Purchase Agreement are secured by substantially all of our assets and the assets of our wholly owned domestic subsidiaries, including their respective intellectual property.
Initially, the Notes Payable bear interest at an annual fixed interest rate equal to 8.50%. If the Third Tranche of Notes Payable becomes committed, the Notes Payable will then bear interest at an annual rate equal to the sum of (a) 7.0% and (b) Adjusted Three-Month LIBOR for such interest period (subject to a floor of 1.50% and a cap of 2.50%). We are required to make quarterly interest payments on each Note Payable commencing on the last business day of the calendar month following the funding date thereof, and continuing until the last business day of each March, June, September and December through September 18, 2026 (the “Maturity Date”). The Maturity Date may be extended to March 18, 2028 if, as of September 18, 2026, less than $90 million principal amount of our existing 2027 Notes (as described below), proceeds from the issuance of common stock in connectionremain outstanding and with the follow-on public offeringconsent of the Purchasers. Initially, all principal for each tranche is due and payable on the Maturity Date. Upon the occurrence of an Amortization Trigger (as described below)defined in the Note Purchase Agreement), netwe are required to repay the principal of commissions and discount, and proceeds from the exercise of stock options, common stock warrants,Second Tranche and the employee stock purchase plan. Third Tranche in equal monthly installments beginning on the last day of the month in which the Amortization Trigger occurred and continuing through the Maturity Date. At our option, we may prepay the outstanding principal balance of all or any portion of the principal amount of the Notes Payable, subject to a prepayment fee equal to (i) a make-whole amount if the prepayment occurs on or prior to the first anniversary of the Effective Date and (ii) 2.0% of the amount prepaid if the prepayment occurs after the first anniversary of the Effective Date but on or prior to the second anniversary of the Effective Date. Upon prepayment or repayment of all or any portion of the principal amount of the notes (whether on the Maturity Date or otherwise), we are also required to pay an exit fee to the Purchasers.
The inflows were offset by paymentNote Purchase Agreement includes affirmative and negative covenants applicable to us, our current subsidiaries and any subsidiaries we create in the future. The affirmative covenants include, among others, covenants requiring us to maintain our legal existence and governmental approvals, deliver certain financial reports, maintain insurance coverage and satisfy certain requirements regarding deposit accounts. We must also (i) maintain at least $30.0 million of capped call transactions, paymentsunrestricted cash and cash equivalents in accounts subject to a control agreement in favor of offering costsAthyrium at all times and convertible senior notes transaction costs,(ii) upon the occurrence of certain specified events set forth in the Note Purchase Agreement, achieve at least $70.0 million of Consolidated Teoxane
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Distribution Net Product Sales (as defined in the Note Purchase Agreement) on a trailing twelve-months basis. The negative covenants include, among others, restrictions on our transferring collateral, incurring additional indebtedness, engaging in mergers or acquisitions, paying dividends or making other distributions, making investments, creating liens, selling assets and net settlementundergoing a change in control, in each case subject to certain exceptions.
If we do not comply with the affirmative and negative covenants, such non-compliance may be an event of restricted stock awards for employee taxes.default under the Note Purchase Agreement. The Note Purchase Agreement also includes events of default, the occurrence and continuation of which could cause interest to be charged at the rate that is otherwise applicable plus 2.0% and would provide Athyrium, as administrative agent, with the right to exercise remedies against us and the collateral, including foreclosure against our property securing the obligations under the Note Purchase Agreement, including our cash. These events of default include, among other things, our failure to pay principal or interest due under the Note Purchase Agreement, a breach of certain covenants under the Note Purchase Agreement, our insolvency, the occurrence of a circumstance which could have a material adverse effect and the occurrence of any default under certain other indebtedness.
Convertible Senior Notes
On February 14, 2020, we issued the 2027 Notes with an aggregate principal balance of $287.5 million, pursuant to the Indenture. The 2027 Notes are senior unsecured obligations and bear interest at a rate of 1.75% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2020. The 2027 Notes will mature on February 15, 2027, unless earlier converted, redeemed or repurchased. In connection with issuing the 2027 Notes, we received $278.3 million in net proceeds, after deducting the initial purchasers’ discount, commissions, and other issuance costs.
The 2027 Notes may be converted by the holders at any time prior to the close of business on the business day immediately preceding November 15, 2026 only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on June 30, 2020 (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of the 2027 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call any or all of the 2027 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after November 15, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2027 Notes at any time, regardless of the foregoing circumstances. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election.
The conversion rate will initially be 30.8804 shares of our common stock per $1,000 principal amount of the 2027 Notes (equivalent to an initial conversion price of approximately $32.38 per share of our common stock). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2027 Notes in connection with such a corporate event or notice of redemption, as the case may be.
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We may not redeem the 2027 Notes prior to February 20, 2024. We may redeem for cash all or any portion of the 2027 Notes, at our option, on or after February 20, 2024 if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2027 Notes.
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If we undergo a fundamental change (as defined in the Indenture), holders may require us to repurchase for cash all or any portion of their 2027 Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2027 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
We used $28.9 million of the net proceeds from the 2027 Notes to pay the cost of the capped call transactions. The capped call transactions are expected generally to reduce the potential dilutive effect upon conversion of the 2027 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 2027 Notes, as the case may be, with such reduction and/or offset subject to a price cap of $48.88 of our common stock per share, which represents a premium of 100% over the last reported sale price of our common stock on February 10, 2020. The capped calls have an initial strike price of $32.38 per share, subject to certain adjustments, which corresponds to the conversion option strike price in the 2027 Notes. The capped call transactions cover, subject to anti-dilution adjustments, approximately 8.9 million shares of our common stock.
At-The-Market OfferingATM Programs
For the ninethree months ended Septemberof June 30, 2021,2022, we sold 761,5261,264,783 shares of common stock under the 2020 ATM Agreement at a weighted average price of $29.09$18.41 per share resulting in net proceeds of $21.6$22.7 million after sales agent commissions and offering costs. NoFor the six months ended June 30, 2022, we sold 1,734,853 shares of common stock were sold under the 2020 ATM Agreement at a weighted average price of $18.71 per share resulting in net proceeds of $31.6 million after the filing of our FY2020 10-K. As of September 30, 2021,sales agent commissions and offering costs.
On May 10, 2022, we had $32.6 million available underterminated the 2020 ATM Agreement.
Follow-On Public Offering
During December 2019Agreement and January 2020,entered into a new sales agreement (the “2022 ATM Agreement”) with Cowen. Under the 2022 ATM Agreement, we completed a follow-on public offering, pursuantmay sell up to which we issued an aggregate$150 million of 7,475,000our common stock. As of both June 30, 2022 and the filing date of this Report, no shares of common stock at $17.00 per share, which includedhave been sold under the exercise of the underwriters’ over-allotment option to purchase 975,000 additional shares of common stock, for net proceeds of $119.2 million, after underwriting discounts, commissions and other offering expenses, of which $103.6 million was received in December 2019 and $15.6 million was received in January 2020.2022 ATM Agreement.
Common Stock and Common Stock Equivalents
As of October 28, 2021,July 29, 2022, outstanding shares of common stock were 71.873.1 million, outstanding stock options were 4.95.0 million, unvested restricted stock awards and performance stock awards were 3.82.6 million, shares expected to be purchased on December 31, 2021 under the 2014 ESPPunvested restricted stock units and performance stock units were 0.12.6 million, and shares of common stock underlying the 2027 Notes is 8.9 million based upon the initial conversion price.
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Operating and Capital Expenditure Requirements - Going Concern
Since inception, we have devoted substantial efforts to identifying and developing product candidates for the aesthetic and therapeutic pharmaceutical markets, recruiting personnel, raising capital, conducting preclinical and clinical development of, and manufacturing development for DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, the onabotulinumtoxinA biosimilar, development of the Fintech Platform and the commercial launch of our products and services. We have not generated substantial revenue to date. As a result, we have incurred losses and negative cash flows from operations. We have not generated substantial revenueoperations and we expect to date, and will continue to incur losses for the foreseeable future. We expect to continue to devote capital toward significant research and development, sales and marketing, and other expenses related to our ongoing operations. In connection with the Teoxane Agreement, we must make specified annual minimum purchases of the RHA® Collection of dermal fillers and meet annual minimum expenditures in connection with the commercialization of the RHA® Collection of dermal fillers. We have incurred substantial transaction expenses in order to complete the HintMD Acquisition. Further, to grow the Fintech Platform business, we must develop features, products and services that reflect the needs of customers and the changing nature of payments processing software and continually modify and enhance the Fintech Platform to keep pace with changes in updated hardware, software, communications and database technologies and standards. In addition, we have dedicated manufacturing capacity, buyback obligations, cost sharing arrangements and related minimum purchase obligations under our manufacturing and supply agreements in connection with the manufacture and supply of our product candidates. In addition, other unanticipated costs may arise from disruptions associated with the COVID-19 pandemic.
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We have funded our operations primarily through the sale of common stock, convertible senior notes, payments received from collaboration arrangements, and sales of the RHA® Collection of dermal fillers.fillers, and in March 2022, we received proceeds from the First Tranche of the Note Purchase Agreement. Our capital requirements and operating plan may change as a result of many factors, the most significant of which relates to the timing of potential approval of the BLA for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines.
On October 15, 2021, the FDA issued a CRL regarding our BLA for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines. The FDA indicated it was unable to approve the BLA in its present form due to deficiencies related to the FDA’s onsite inspection at our manufacturing facility. As a result, the potential commercial launch of DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines has been delayed. Absent deferring and reducing certain costs previously planned as well as other mitigating actions, theThe commercial launch delay and its impact on our capital resources would raisehas raised substantial doubt with respect to our ability to meet our obligations to continue as a going concern within one year following the filing of this Report. Despite the delay in approval and in consideration of the cash preservation measures management has identified, we believe that ourconcern. Our existing cash, cash equivalents, and short-term investments will not allow us to fund our operations for at least 12 months following the filing of this Report whileReport.
In order to mitigate the substantial doubt to continue as a going concern, we will be required to continue to work with the FDAexecute our commercial strategy for the potentialRHA® Collection of dermal fillers, obtain the approval of our BLA for DaxibotulinumtoxinA for Injection for the treatment of moderateglabellar lines and meet certain other conditions in order to severe glabellar (frown) lines.draw on the Second Tranche under the Note Purchase Agreement and raise additional capital outside of the Note Purchase Agreement. We may seek additional capital through public or private equity or debt financings, royalty financings or other sources, such as strategic collaborations. Additional capital may not be available when needed, on terms that are acceptable to us or at all. If adequate funds are not available to us on a timely basis, or at all, because we are unable to draw on the Second Tranche or because we are unable to raise capital through another method, we will focusbe required to take additional actions beyond the cost preservation measures previously initiated to address our capital allocation on supportingliquidity needs, including to continue to further reduce operating expense and delay, reduce the following strategic priorities: 1) obtaining FDA approvalscope of, discontinue or alter our research and development activities for DaxibotulinumtoxinA for Injection, for the treatment of moderate to severe glabellar (frown) lines as soon as possible; 2) increasing revenue in the U.S. dermal filler market with the RHA® Collection;Pipeline Products and 3) expandingour onabotulinumtoxinA biosimilar program; the development of OPUL™; our sales and deepening customer relationships throughmarketing capabilities or other activities that may be necessary to continue to commercialize the RHA® Collection of dermal fillers, OPUL™ platform. In addition, we are taking prudent measures to defer or reduce costs in the near term in order to preserve capital and increase financial flexibility.Our plan to preserve cash in order to fund our operations for at least 12 months following the filing of this Report includes, but is not limited to: pausing non-critical hires; deferring the Phase 3 clinical program for upper limb spasticityproduct candidates, if approved, and other therapeutics pipeline activities; and deferring international regulatory and commercial investment for DaxibotulinumtoxinA for Injection. Our plans contemplate continued support for our partnership with Shanghai Fosun Pharmaceutical Industrial Development Co., Ltd.
Given the delay in the FDA’s potential approvalaspects of our BLA for DaxibotulinumtoxinA for Injection, it will take longer than anticipated to generate revenue sufficient to fund our operations,business plan.
If we raise additional capital through marketing and distribution arrangements, royalty financings or other collaborations, strategic alliances or licensing arrangements with third parties, we may need to seekrelinquish certain valuable rights to our product candidates, technologies, future revenue streams or research programs or grant licenses on terms that may not be favorable to us. If we raise additional capital.capital through public or private equity offerings, the ownership interest of our existing stockholders will be diluted and the terms of any new equity securities may have a preference over our common stock. If we raise additional capital through debt financing, we may be subject to specified financial covenants or covenants limiting or restricting our cash preservation measures are not sufficientability to take specific actions, such as incurring additional debt, making capital expenditures or we are not ablepursuing certain transactions, any of which could restrict our ability to remediatecommercialize our product candidates or operate as a business. In addition, our ability to raise capital may be limited by restrictions under the deficiencies identified in the CRL, andNote Purchase Agreement.

If the BLA for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines is not approved on a timely basis or at all, we may be required to continue to reduce operating expenses and delay, reduce the scope of, discontinue or alter some of our development programs, commercialization efforts and other aspects of our business plan.
If the BLA for DaxibotulinumtoxinA for Injection is approved, following approval, we may draw on the Second Tranche, which could generate up to $100.0 million of operating capital, and expect to increase operating expenditures with respect to: activities required to support the preparation for and commercialization forof DaxibotulinumtoxinA for Injection; internal and external manufacturing capabilities; sales and marketing activities related to the RHA® Collection of dermal fillers; the development and continued commercialization of OPUL™; the completion of clinical trials and associated programs relating to DaxibotulinumtoxinA for Injection for various indications, an onabotulinumtoxinA biosimilar and our investment in future innovations in the RHA® Pipeline Products; and the procurement of regulatory approval for DaxibotulinumtoxinA for Injection forin various indications and an onabotulinumtoxinA biosimilar.
In order to meet additional cash requirements, we may seek to sell additional equity or debt, convertible debt or other securities that may result in dilution to our stockholders. If we raise additional funds through the issuance of debt or convertible debt securities, these securities could have rights senior to those of our common stock and could contain covenants that restrict our operations. There can be no assurance that we will be able to obtain additional equity or debt
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financing on terms acceptable to us, if at all. Debt financing, if available, would result in increased fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions such as incurring debt, making capital expenditures or declaring dividends. In addition, developments with respect to the BLA for DaxibotulinumtoxinA for Injection, other aspects of our business and uncertain market conditions, including as a result of the ongoing COVID-19 pandemic, may limit our ability to access capital. Our failure to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on our business, results of operations, and financial condition.
If adequate funds are not available to us on a timely basis, or at all, we may be required to terminate or delay preclinical studies, clinical trials and research and development activities for DaxibotulinumtoxinA for Injection, the RHA® Pipeline Products, an onabotulinumtoxinA biosimilar and any future product candidates, and the development and commercialization of OPUL™, or scale back the establishment of sales and marketing capabilities or other activities that may be necessary to commercialize our services and product candidates, if approved.
Please read Part II, Item 1A. “Risk Factors —We will require substantial additional financing to continue to operate our business and achieve our goals” for additional risks associated with our substantial capital requirements.

information.
Critical Accounting Policies and Estimates
For the ninesix months ended SeptemberJune 30, 2021,2022, there have been no material changes in our critical accounting policies compared to those disclosed in Item 7 in our FY2020 10-K.Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 28, 2022.
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Contractual Obligations
Except as follows, there were no material changes outside of the ordinary course of business in our contractual obligations as of SeptemberJune 30, 2021,2022, from those as of December 31, 20202021 as reported in our FY2020 10-K.Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on February 28, 2022.
LSNENote Purchase Agreement
In April 2021,On the March 18, 2022, we issued the First Tranche of the Notes Payable under the Note Purchase Agreement, and LSNE entered into a commercial supply agreementthe Notes Payable bear interest at an annual fixed interest rate equal to 8.50%. We are required to make quarterly interest payments on each Note Payable issued under the Note Purchase Agreement commencing on the last business day of the calendar month following the funding date thereof, and continuing until the last business day of each March, June, September and December through September 18, 2026 (the “LSNE Agreement”) pursuant to which LSNE would serve as a non-exclusive manufacturer and supplier of our anticipated products currently under development (the “Products”“Maturity Date”). The LSNE Agreement provides us with an additional source of drug manufacturingMaturity Date may be extended to support clinical development and commercialization of the Products to potentially mitigate supply chain risk. Pursuant to the LSNE Agreement, we will be responsible for certain costs associated with the design, equipment procurement and validation and facilities-related costs, monthly payments and minimum purchase obligations throughout the initial term of the LSNE Agreement. Based on our best estimateMarch 18, 2028 if, as of September 30, 2021,18, 2026, less than $90 million principal amount of our existing 2027 Notes remain outstanding and with the total commitment underconsent of the LSNE Agreement will be $20 millionPurchasers. Initially, all principal for 2022, $13 million for 2023, $18 million for 2024, $25 million for 2025each tranche is due and $164 million for 2026payable on the Maturity Date. Upon the occurrence of an Amortization Trigger (as defined in the Note Purchase Agreement), we are required to repay the principal of the Second Tranche and thereafter. the Third Tranche in equal monthly installments beginning on the last day of the month in which the Amortization Trigger occurred and continuing through the Maturity Date. At our option, we may prepay the outstanding principal balance of all or any portion of the principal amount of the Notes Payable, subject to a prepayment fee equal to (i) a make-whole amount if the prepayment occurs on or prior to the first anniversary of the Effective Date and (ii) 2.0% of the amount prepaid if the prepayment occurs after the first anniversary of the Effective Date but on or prior to the second anniversary of the Effective Date. Upon prepayment or repayment of all or any portion of the principal amount of the Notes Payable (whether on the Maturity Date or otherwise), we are also required to pay an exit fee to the Purchasers.
Refer to Part I, Item 1. “Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited) —Note 98Leases”Debt” for details of the LSNE Agreement.Notes Payable.

Finance Lease Obligation
The initial termIn January 2022, we had substantively obtained the right of the LSNE Agreement is dependent upon the date of regulatory submissioncontrol for the applicable Productdedicated fill-and-finish-line and may be terminated by either party in accordance with the terms of the LSNE Agreement. The term of the LSNE Agreement may also be extended by mutual agreement of the parties.
Nashville Lease Expansion Premises

In November 2020, we entered intoassociated lease commenced as a non-cancelable operating lease for an office space in Nashville, Tennessee (the “Nashville Lease”), which commenced and was recognized on the condensed consolidated balance sheets in June 2021. In July 2021, we entered into the Second Amendment to the Nashville Lease, which provides for the expansion of the initial premises to include an additional 30,591 square feet (the “Expansion Premises”) with an expected term to 2034. The total undiscounted base rent payments determinable for the Expansion Premises are approximately $16 million.finance lease. Refer to CondensedPart I, Item 1. “Condensed Consolidated Financial Statements (Unaudited)—Notes to Condensed Consolidated Financial Statements (Unaudited)—Note 97—Leases” for details of the Nashville Lease Expansion Premises.finance lease obligations.

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Recent Accounting Pronouncements
Refer to “Recent Accounting Pronouncements” in Part I, Item 1, “Financial Information—Notes to Condensed Consolidated Financial Statements (Unaudited)Note 1—The Company and Summary of Significant Accounting Policies” in this Report.

Off-Balance Sheet Arrangements
As of September 30, 2021, we did not have any off-balance sheet arrangements or any relationships with any entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency exchange rates and interest rates. We do not hold or issue financial instruments for trading purposes. For the ninesix months ended SeptemberJune 30, 2021,2022, our exposure to market risk did not change materially from what was disclosed in Item 7A in our Annual Report on Form 10-K for the year ended December 31, 2020,2021, filed with the SEC on February 25, 2021.28, 2022.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Report. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of the end of the period covered by this Report, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
For the three months ended SeptemberJune 30, 2021,2022, there were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
From time to time, we may be involved in litigation relating to claims arising out of our operations. We are not currently involved in any material legal proceedings. We may, however, be involved in material legal proceedings in the future. Such matters are subject to uncertainty and there can be no assurance that such legal proceedings will not have a material adverse effect on our business, results of operations, financial position or cash flows.
In October 2021, Allergan, Inc. and Allergan Pharmaceuticals Ireland (collectively, “Allergan”) filed a complaint against us and ABPS, one of our manufacturing sources of DaxibotulinumtoxinA for Injection, in the United StatesU.S. District Court for the District of Delaware, alleging infringement of the following patents assigned and/or licensed to Allergan, U.S. Patent Nos. 11,033,625; 7,354,740; 8,409,828; 11,124,786; and 7,332,567. Allergan claims that our formulation for DaxibotulinumtoxinA for Injection and our and ABPS’s manufacturing process used to produce DaxibotulinumtoxinA for Injection infringes its patents. Allergan also asserted a patent with claims related to a substrate for use in a botulinum toxin detection assay. We dispute Allergan’s claims and intend to defend the matter vigorously. InOn November 3, 2021, we filed a motion to dismiss. On November 24, 2021, Allergan filed an amended complaint against us and ABPS, alleging infringement of an additional patent assigned and/or licensed to Allergan, U.S. Patent No. 11,147,878. On December 17, 2021, we filed a second motion to dismiss, and on July 7, 2022 the Magistrate Judge ruled the motion to dismiss should be denied. On August 4, 2022, we filed an objection to the Magistrate Judge’s ruling, but we cannot be certain of whetherwhat the motionoutcome of that objection will be granted.be.

On December 10, 2021, a putative securities class action complaint was filed against the Company and certain of its officers on behalf of a class of stockholders who acquired the Company’s securities from November 25, 2019 to October 11, 2021 in the U.S. District Court for the Northern District of California. The pending lawsuit iscomplaint alleges that the Company and certain of its officers violated Sections 10(b) and 20(a) of the Exchange Act by making false or misleading statements regarding the manufacturing of DaxibotulinumtoxinA for Injection and the timing and likelihood of regulatory approval and seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including reasonable attorneys’ fees. We dispute these claims and intend to defend the matter vigorously.
These lawsuits are subject to inherent uncertainties, and the actual defense and disposition costs will depend upon many unknown factors. The outcome of the pending lawsuitlawsuits is necessarily uncertain. We could be forced to expend significant resources in the defense of the pendingeither lawsuit, and we may not prevail. In addition, we may incur substantial legal fees and costs in connection with sucheach lawsuit.

ITEM 1A. RISK FACTORS
Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as all other information included in this Report, including our condensed consolidated financial statements, the notes thereto and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before you decide to purchase shares of our common stock. If any of the following risks actually occurs, our business, prospects, financial condition and operating results could be materially harmed. As a result, the trading price of our common stock could decline and you could lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations and stock price.
We have marked with an asterisk (*) those risks described below that reflect substantive changes from, or additions to, the risks described in our Annual Report on Form 10-K for the year ended December 31, 2020.2021.
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Risks Related to Our Business and Strategy
We are substantially dependent on the clinical and commercial success of DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar or any future product candidates.Injection.*
To date, we have invested substantial efforts and financial resources in the research and development of neuromodulator product candidates. Our success as a companynear-term prospects, including our ability to finance our business and generate revenue, and our future growth is substantially dependent on the clinical and commercial success of DaxibotulinumtoxinA for Injection. In December 2018, we completed Phase 3 clinical development for DaxibotulinumtoxinA for Injection in North America for the treatment of moderate to severe glabellar (frown) lines. Although we have successfully completed the Phase 3 clinical development program for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines, our ability to receive FDA approval, and its timing, is uncertain.
We submitted the BLA for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines in November 2019, which was accepted by the FDA on February 5, 2020, and the PDUFA target action date was initially set for November 25, 2020. On November 24, 2020, the FDA deferred its decision on the BLA. The FDA reiterated that an inspection of our manufacturing facility is required as part of the BLA approval process, but the FDA was unable to conduct the required inspection due to the FDA’s travel restrictions associated with the COVID-19 pandemic. The FDA initiated the pre-approval inspection of our manufacturing facility in June 2021. Following the inspection, the FDA
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provided us with its observations in a Form 483, and we responded to those observations in July 2021. On October 15, 2021, we announced that the FDA issuedreceived a CRL regardingwith respect to the BLA for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines. The FDA determined it was unable to approve the BLA in its present form due to deficiencies related to the FDA’s onsite inspection at our manufacturing facility. NoThe CRL did not identify any other deficiencies were identified in the CRL. Following our receipt of the CRL, the Company received additional information from the FDA, and plans to filedeficiencies. In December 2021, we held a Type A meeting requestwith the FDA to gain clarity and alignment on the requirements for approval.approval of the BLA. Based on the meeting minutes, received by the Company on January 14, 2022, a complete response to address the outstanding observations related to the WCB and the drug substance manufacturing process will require the Company to qualify its new WCB by producing three consecutive drug substance lots and one drug product lot. We completed the manufacturing of three consecutive drug substance lots and one drug product lot as part of the qualification of the new WCB and resubmitted the BLA in March 2022. In April 2022, the FDA accepted the resubmission of the BLA and designated the BLA as a Class 2 resubmission with a PDUFA date of September 8, 2022, with a reinspection required. In July 2022, the FDA completed the reinspection of our manufacturing facility and issued a Form 483. See "Management's Discussion and Analysis—Recent Developments— Regulatory Update on DaxibotulinumtoxinA for Injection for the Treatment of Glabellar Lines" for additional information on the Form 483 observations. We have responded to the Form 483 and while we are confident in our responses to the FDA’s observations, we cannot be certain of whether the observations will have an impact on the regulatory approval process for the BLA for DaxibotulinumtoxinA for Injection for the treatment of glabellar lines, including whether the PDUFA date will be met and whether the drug will be approved. We cannot be certain of whether our resubmission, the reinspection and our responses to the FDA's observations from the inspections will address the outstanding observations of the FDA and whether we will obtain a Type A meeting, how long it will takewere able to remediate the deficiencies or if we are able to do so and how long it will take to respondrelated to the FDAinspections or how quickly or successfully the regulatory approval process will moveproceed following our remediation of the deficienciesFDA reinspection and our response to the FDA.FDA's observations from the reinspection.
A continuing delay in obtaining FDA approval of the BLA for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines has and couldwould further delay commercialization and would adversely impact our results of operationsability to generate revenue and financial condition. Further, failure to obtain FDA approval of the BLA for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines due to issues with the FDA’s inspection offinance our manufacturing facility, our inability to remediate the deficiencies identified in the CRL or for any other reason would adversely impact our results of operations and financial condition.business. A continuing delay in or failure to obtain FDA approval may also directly or indirectly impact the valuation of certain assets, thereby increasing the likelihood ofincluding, but not limited to, potential impairment charges or write-offs.
We also have completed and have ongoing clinical trials evaluating DaxibotulinumtoxinA for Injection for other indications. Our clinical trials may not have an effective design or generate positive results. For example, in November 2020, we released topline results fromrelated to the Phase 2 study of DaxibotulinumtoxinA for Injection for the management of plantar fasciitis. The results of this study did demonstrate pain relief on the NPRS that was numerically greater from baseline than placebo. However, neither dose used in the study met the primary efficacy endpoint of statistically significant improvement from baseline compared to placebo. As a result, we are not currently pursuing the plantar fasciitis indication, and we will focus our efforts on indications for muscle movement and pain disorder indications where the use of neuromodulators is well-established. In addition, in February 2021, we announced topline data from the JUNIPER Phase 2 upper limb spasticity trial. The JUNIPER Phase 2 trial achieved one co-primary endpoint, which evaluated the change in the MAS score from baseline, with demonstration of a statistically significant treatment benefit in the 500 unit treatment group compared with placebo. Statistical significance was not achieved on the second co-primary endpoint, however numerical improvement compared with placebo in all three doses on the PGIC assessment was achieved. Although we believe the JUNIPER Phase 2 trial provided sufficient data to inform our dosing strategy and design for a successful Phase 3 program, we cannot guarantee that the results of the Phase 3 program will meet the level of efficacy and safety required by the FDA for approval. In addition, as a result of the delay in obtaining FDA approval ofService Segment. If the BLA for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines we plan to defer the Phase 3 clinical program for upper limb spasticity, which could impact the timingis not approved on a timely basis or at all, our results of potential FDA approvaloperations and commercialization of DaxibotulinumtoxinA for Injection for the treatment of upper limb spasticity.financial condition would be adversely impacted.
Our near-term prospects, including our ability to finance our business and generate revenue, as well as our future growth, will depend heavily on theThe successful development, regulatory approval and commercialization of DaxibotulinumtoxinA for Injection including the receipt of FDA approval of the BLA for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines. Our longer-term prospects will depend on the successful development, regulatory approval and commercialization of DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar product candidate and any future product candidates. The preclinical, clinical and commercial success of our product candidates will depend on a number of factors, including the following:
further delays in obtaining the FDA’s approval of the BLA for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines, including as a result of observations made by the FDA during the site inspection, our inability to remediate the deficiencies identified in the CRL, delays caused by the COVID-19 pandemic or other reasons;
whether we are required by the FDA to undergo a re-inspection of our manufacturing facility or meet other requirements to support the approval of the BLA for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines, which could extend the regulatory approval process;
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disruptions to our manufacturing operations, supply chain, end user demand for our products, commercialization efforts, business operations, clinical trials and other aspects of our business, including those resulting from the COVID-19 pandemic, including delays in regulatory approvals;
the ability to continue to generate revenue from the sale of our products and services, raise additional capital on acceptable terms and in the time frames necessary to achieve our goals or otherwise fund our operations;
timely completion of, or need to conduct additional clinical trials, including clinical trials for DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar and any future product candidates, which may be significantly slower or cost more than we currently anticipate and will depend substantially upon the number and design of such trials and the accurate and satisfactory performance of third-party contractors;
the timely receipt of necessary marketing approvals from the FDA and foreign regulatory authorities;
achieving and maintaining compliance with all regulatory requirements applicable to DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar or any future product candidates or approved products;
our ability to successfully commercialize DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar or any future product candidates, if approved for marketing and sale, whether alone or in collaboration with others;
our ability to demonstrate and the market perception of the differentiation of our products on a consistent basis as compared to existing or future therapies, including as it relates to cost, safety, efficacy, duration and other benefits;
our success in educating physicians and patients about the benefits, administration and use of DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar or any future product candidates, if approved;
our ability to demonstrate to the satisfaction of the FDA or other similar foreign regulatory agencies (as applicable), the safety and efficacy of DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar or any future product candidates through clinical trials;
the prevalence and severity of adverse events experienced with our product candidates or future approved products and the continued acceptable safety profile of our products, if approved;
the effectiveness of our own or our current and any future potential strategic collaborators’ distribution strategy and operations;
our ability and the ability of any third-party partners to effectively and reliably manufacture supplies of DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar or any future product candidates for clinical trials and commercialization, if approved, and to develop, validate and maintain a commercially viable manufacturing process that is compliant with current good manufacturing practices (“cGMP”);
our ability to enforce our intellectual property rights in and to DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar or any future product candidates;
our ability to avoid third-party patent interference or intellectual property infringement claims and successfully defend any such claims;
the willingness of third-party payors to reimburse physicians or patients for DaxibotulinumtoxinA for Injection and any future products we may commercialize for therapeutic indications, if approved;
the willingness of patients to pay out of pocket for DaxibotulinumtoxinA for Injection and any future products we may commercialize for aesthetic indications if approved;
our ability to defend ourselves in any litigation brought against us; and
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other risks identified in this Item“Item 1A. "RiskRisk Factors."
One or more of these factors, many of which are beyond our control, could cause significant delays or an inability to successfully commercialize our product candidates.DaxibotulinumtoxinA for Injection. Accordingly, we cannot assure you that we will be able to generate sufficient revenue through the sale of DaxibotulinumtoxinA for Injection an onabotulinumtoxinA biosimilar or any future product candidate to continue our business.
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We are substantially dependent on the clinical and commercial success of the RHA® Collection of dermal fillers.
In September 2020, we became a commercial company and launched the Prestige Aesthetics Portfolio by introducing the RHA® Collection of dermal fillers. As of the date of this report,Report, we have not generated material revenue from the sale of any pharmaceutical product except the Current RHA® Collection of dermal fillers.
Our success as a company is substantially dependent on our ability to continue to generate revenue from the sales of the RHA® Collection of dermal fillers, and successfully commercialize the other products in the RHA® Pipeline Products, which will depend on many factors including, but not limited to, our ability to:
develop and execute our sales and marketing strategies for the RHA® Collection of dermal fillers;
develop, maintain and manage the necessary sales, marketing and other capabilities and infrastructure that are required to continue to successfully integrate and commercialize the RHA® Collection of dermal fillers, including in connection with our marketing and sale of DaxibotulinumtoxinA for Injection;fillers;
achieve, maintain and grow market acceptance of, and demand for, the RHA® Collection of dermal fillers;
establish or demonstrate in the medical community the safety and efficacy of the RHA® Collection of dermal fillers and their potential advantages over and side effects compared to existing dermal fillers and products currently in clinical development;
offer the RHA® Collection of dermal fillers at competitive prices as compared to alternative options, and our ability to achieve a suitable profit margin on our sales of the RHA® Collection of dermal fillers;
collaborate with Teoxane to obtain necessary approvals from the FDA and similar regulatory authorities for the RHA® Pipeline Products;
adapt to additional changes to the label for the RHA® Collection of dermal fillers, that could place restrictions on how we market and sell the RHA® Collection of dermal fillers, including as a result of adverse events observed in these or other studies;
obtain adequate and timely supply of the RHA® Collection of dermal fillers, under the Teoxane Agreement, which has in the past and may in the future be adversely affected by factors relating to the COVID-19 pandemic;pandemic and other factors;
comply with the terms of the Teoxane Agreement, including our obligations with respect to purchase quantities and marketing efforts;
comply with applicable legal and regulatory requirements, including medical device compliance as the RHA® Collection of dermal fillers are Class III Premarket Approval (“PMA”) devices under the FDCA;
register as the initial importer of the RHA® Collection of dermal fillers with the FDA and obtainmaintain necessary state prescription medical device distribution permits and hire and operationalizemaintain complaint and medical device vigilance services in support of the RHA® Collection of dermal fillers;
maintain our arrangements with third party logistics providers to distribute the RHA® Collection of dermal fillers to customers;
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our ability to enforce our intellectual property rights in and to the RHA® Collection of dermal fillers; and
our ability to avoid third-party patent interference or intellectual property infringement claims.
If we do not achieve or maintain one or more of these factors, many of which are beyond our control, in a timely manner or at all, we may not be able to continue to generate revenue from the sales of the RHA® Collection of dermal fillers and successfully commercialize the other products in the RHA® Pipeline Products, which may materially impact the success of our business. For example, as a result of the COVID-19 pandemic, product supply of the Current RHA® Collection of dermal fillers was delayed by Teoxane, as they temporarily suspended production in Geneva, Switzerland.Switzerland in early 2020. Teoxane resumed manufacturing operations at the end of April 2020 and delivered the first shipment of the Current RHA® Collection of dermal fillers to us in June 2020. As a result of production delay, the initial product launch of the Current RHA® Collection
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of dermal fillers was delayed by one quarter to September 2020. Additional delays in the product supply of the RHA® Collection of dermal fillers may have an adverse effect on our commercialization activities.
If we fail to comply with the terms of the Teoxane Agreement, including by failing to meet certain obligations in connection with purchase and marketing of the RHA® Collection of dermal fillers, Teoxane may terminate the Teoxane Agreement, and we would have no further rights to distribute the RHA® Collection of dermal fillers. In addition, the lack of, or limited, complementary products to be offered by sales personnel in marketing the RHA® Collection of dermal fillers may put us at a competitive disadvantage relative to companies with more extensive product lines. Accordingly, we cannot assure you that we will be able to generate sufficient revenue through the sale of the RHA® Collection of dermal fillers to continue our business.
We will require substantial additional financing to continue to operate our business and achieve our goals, and a failure to obtain the necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our product development, other operations or commercialization efforts.*goals.
Since our inception, most of our resources have been dedicated to the research and development of our neuromodulator product candidates. Our clinical programs for DaxibotulinumtoxinA for Injection and an onabotulinumtoxinA biosimilar will require substantial additional funds to complete. In connection with the Teoxane Agreement, we must make specified annual minimum purchases of the RHA® Collection of dermal fillers and meet annual minimum expenditures in connection with the commercialization of the RHA® Collection of dermal fillers. We have incurred substantial transaction expenses in order to complete the HintMD Acquisition and expect to incur additional expenses in connection with combining our business, operations, networks, systems, technologies, policies and procedures with those of HintMD.Acquisition. Further, to grow the Fintech Platform business, we must develop features, products and services that reflect the needs of customers and the changing nature of payments processing software and continually modify and enhance the Fintech Platform to keep pace with changes in updated hardware, software, communications and database technologies and standards.standards and to remain competitive. In addition, we have dedicated manufacturing capacity, buyback obligations, cost sharing arrangements and related minimum purchase obligations under our manufacturing and supply agreements in connection with the manufacture and supply of our product candidates. In addition, other unanticipated costs may arise from disruptions associated with the COVID-19 pandemic.
As of SeptemberJune 30, 2021,2022, we had a working capital surplus of $228.0$183.7 million and an accumulated deficit of $1.3$1.5 billion. Our recordedFor the three months ended June 30, 2022 and 2021, we had a net losses were $74.4loss of $61.4 million and $218.2$72.2 million, for the three and nine months ended September 30, 2021, respectively, and $81.3 million and $203.8 million for the three and nine months ended September 30, 2020, respectively. We have funded our operations primarily through the sale of common stock, convertible senior notes, payments received from collaboration arrangements and sales of the Current RHA® Collection of dermal fillers.fillers, and in March 2022, we received proceeds from the Note Purchase Agreement. As of SeptemberJune 30, 2021,2022, we had capital resources of $233.8 million consisting of cash, cash equivalents, and short-term investments of $273.7 million. We have taken prudent measures to defer or reduce costs ininvestments.
On October 15, 2021, the near term in order to preserve capital and increase financial flexibility asFDA issued a result of the delay in the potential approval of DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines. IfCRL regarding our cash preservation measures are not sufficient or we are not able to remediate the deficiencies identified in the CRL, and the BLA for DaxibotulinumtoxinA for Injection for the treatment of moderateglabellar lines. The FDA indicated it was unable to severe glabellar (frown) lines is not approved on a timely basis or at all, we may be required to continue to reduce operating expense and delay, reduce the scope of, discontinue or alter some of our development programs, commercialization efforts and other aspects of our business plan. If we are able to remediate the deficiencies identified in the CRL, andapprove the BLA for DaxibotulinumtoxinA for Injection is approved, following approval, we expectin its present form due to expend substantial resources fordeficiencies related to the
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foreseeable future for (i) FDA’s onsite inspection at our manufacturing facility. As a result, the continued sales and marketing of the RHA® Collection of dermal fillers; (ii) the commercializationpotential commercial launch of DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines; (iii) the clinical development of DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar and development of any other indications and product candidates that we may choose to pursue; (iv) to grow the Fintech Platform business; and (v) the continued build-out of our sales and marketing functions. These expenditures will include costs associated with research and development, conducting preclinical studies and clinical trials, manufacturing and supply, marketing, selling and commercialization, and product development for OPUL™. In addition, other unanticipated costs may arise from disruptions associated with the COVID-19 pandemic. We cannot reasonably estimate the actual amounts necessary to continue to successfully commercialize the RHA® Collection of dermal fillers and, because the outcome of any clinical trial is highly uncertain, we cannot reasonably estimate the actual amounts necessary to successfully complete the development and commercialization of DaxibotulinumtoxinA for Injection and any future product candidates. In addition, we have formed strategic collaborations, licensing and similar arrangements with third parties, such as the Teoxane Agreement, the Viatris Collaboration and the Fosun License Agreement. Although we believe these partnerships can complement or support our product offering strategy, we will continue to incur expense associated with these partnerships, including specified annual minimum purchases and expenditures and expense associated with purchases of the RHA® Collection of dermal fillers and research and development pursuant to the Teoxane Agreement; milestone payments in connection with the Fosun License Agreement, and cost-sharing arrangements with Viatris in connection with the development of an onabotulinumtoxinA biosimilar.
Absent deferring and reducing certain costs previously planned as well as other mitigating actions, thelines has been delayed. The commercial launch delay and its impact on our capital resources would raisehas raised substantial doubt with respect to our ability to meet our obligations to continue as a going concern within one year following the filing of this Report. Despite the delay in approval and in consideration of the cash preservation measures management has identified, we believe that ourconcern. Our existing cash, cash equivalents, and short-term investments will not allow us to fund our operations for at least 12 months following the filing of this Report whileReport. In order to mitigate the substantial doubt to continue as a going concern, we will be required to continue to work with the FDAexecute our commercial strategy for the potentialRHA® Collection of dermal fillers, obtain the approval of our BLA for DaxibotulinumtoxinA for Injection for the treatment of moderateglabellar lines and meet certain other conditions in order to severe glabellar (frown) lines. draw on the Second Tranche under the Note Purchase Agreement and raise additional capital outside of the Note Purchase Agreement. See Part IV, Item 15. “Exhibits and Financial Statement Schedules—Notes to consolidated financial statements—Note 1—The Company ” for more information.
However, our operating plan may changeno assurance can be given that additional capital will be available to us on a timely basis, or at all, or that we will raise enough capital to mitigate the substantial doubt to continue as a result of many factors currently unknown to us, including as a result of additional delays in the approval of the BLA for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines, and we may need to seek additional capital sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe that we have sufficient funds for our current or future operating plans.
Our future capital requirements depend on many factors, including:
our ability to remediate the deficiencies identified in the CRL and respond to the FDA, and how quickly or successfully the approval process of the BLA for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines will move following the remediation steps;

disruptions to our business or operations, or that of our manufacturers, suppliers, CROs, physician customers or other third parties with whom we conduct business, including as a result of the COVID-19 pandemic;
future global financial crises and economic downturns, including those caused by widespread public health crises such as the COVID-19 pandemic;
our ability to continue to successfully commercialize DaxibotulinumtoxinA for Injection, the RHA® Collection of dermal fillers, an onabotulinumtoxinA biosimilar and any future product candidates;
our ability to establish, maintain and grow our marketing, sales, and distribution functions;
the results of our clinical trials for DaxibotulinumtoxinA for Injection and preclinical studies and clinical trials of an onabotulinumtoxinA biosimilar, RHA® 1 or any future hyaluronic acid filler products developed pursuant to the Teoxane Agreement or any future product candidates;
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the timing of, and the costs involved in, obtaining regulatory approvals for DaxibotulinumtoxinA for Injection, or any future product candidates, including an onabotulinumtoxinA biosimilar, and the timing of regulatory approval of RHA® 1 or any future products;
the number and characteristics of any additional product candidates we develop or acquire;
the scope, progress, results and costs of researching and developing and conducting preclinical and clinical trials of DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, RHA® 1 or any future products;
the cost of commercialization activities of DaxibotulinumtoxinA for Injection, the RHA® Collection of dermal fillers, an onabotulinumtoxinA biosimilar or any future product candidates, including marketing, sales and distribution costs;
the cost of manufacturing DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, or any future product candidates and any products we successfully commercialize and maintaining our related facilities;
our ability to establish and maintain strategic collaborations, licensing or other arrangements including the Viatris Collaboration, Fosun Licensing Agreement, and the terms of and timing such arrangements;
the degree and rate of market acceptance of any approved products;
the emergence, approval, availability, perceived advantages, relative cost, relative safety and relative efficacy of alternative and competing products or treatments;
our ability to increase market acceptance and adoption of and to generate revenues from the Fintech Platform;
the expenses needed to attract and retain skilled personnel;
any product liability or other lawsuits related to our products, stockholder or other litigation, including litigation costs and the outcome of such litigation;
the costs associated with being a public company;
the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims, including litigation costs and the outcome of such litigation; and
the timing, receipt and amount of sales of, or royalties on, future approved products, if any.
Additional capital may not be available when needed, on terms that are acceptable to us or at all.going concern. If adequate funds are not available to us on a timely basis, or at all, we maywill be required to terminatetake additional actions beyond the cost preservation measures previously initiated to address our liquidity needs, including to continue to further reduce operating expense and delay, reduce the scope of, discontinue or delay preclinical studies, clinical trials andalter our research and development activities for DaxibotulinumtoxinA for Injection, the RHA® Pipeline Products and our onabotulinumtoxinA biosimilar program and any future product candidates and delay the complete integration of HintMD andprogram; the development and commercialization of OPUL™, or scale back; our sales and marketing capabilities or other activities that may be necessary to continue to commercialize the RHA® Collection of dermal fillers, OPUL™ and our services and product candidates, if we obtain marketing approval.approved, and other aspects of our business plan.
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If we raise additional capital through marketing and distribution arrangements, royalty financings or other collaborations, strategic alliances or licensing arrangements with third parties, we may need to relinquish certain valuable rights to our product candidates, technologies, future revenue streams or research programs or grant licenses on terms that may not be favorable to us. If we raise additional capital through public or private equity offerings, the ownership interest of our existing stockholders will be diluted and the terms of any new equity securities may have a preference over our common stock. If we raise additional capital through debt financing, we may be subject to specified financial covenants or covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, or making capital expenditures or specified financial ratios,pursuing certain transactions, any of which could restrict our ability to commercialize our product candidates or operate as a business. In addition, our ability to raise capital may be limited by restrictions under the Note Purchase Agreement, including our ability to sell or license intellectual property.

We have incurred significant losses since our inception and we anticipate that we will continue to incur losses for the foreseeable future.
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Even if DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, the risks and uncertainties frequently encountered by companies in new and rapidly evolving fields, particularly in the biotechnology industry. We have only made sales of the Current RHA® Pipeline Products, orCollection of dermal fillers since the initial product launch in September 2020 and the Fintech Platform since the HintMD Acquisition in July 2020. To date, we have not obtained any future product candidates obtain regulatory approval, they may never achieve market acceptance or commercial success.
Even if we obtain FDA or other regulatory approvals DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, the RHA® Pipeline Products or any future product candidates may not achieve market acceptance among physicians and patients, and may not be commercially successful, which could harm our financial results and future prospects.
The degree and rate of market acceptance of DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, the RHA® Pipeline Products or any future product candidates for which we receive approval depends on a number of factors, including:
the safety, efficacy and duration of the product as compared to existing and future therapies;
the clinical indications for which the product is approved and patient demand for the treatment of those indications;
acceptance by physicians, major operators of clinics and patients of the product as a safe and effective treatment;
the extent to which physicians recommend the products to their patients;
the proper training and administration of our products by physicians and medical staff such that patients do not experience excessive discomfort during treatment or adverse side effects;
patient satisfaction with the results and administration of our product and overall treatment experience;
the potential and perceived advantages and cost ofcandidates or generated any revenue from our products over alternative treatments;
the willingness of patientsproduct sales including with respect to pay for DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar,Injection.
We expect to continue to incur losses for the RHA® Pipeline Productsforeseeable future as we continue our development of, seek regulatory approval for and other aesthetic treatments in general, relativebegin to other discretionary items, especially during economically challenging times, including as a result of the COVID-19 pandemic;
the willingness of third-party payors to reimburse physicians or patients forcommercialize DaxibotulinumtoxinA for Injection, and any future products we maycontinue to commercialize for therapeutic indications;
the RHA® Collection of dermal fillers and OPULtheTM. Our ability to achieve revenue and profitability thatis dependent on our product will offer a physician as comparedability to alternative therapies;
complete the relative convenience and easedevelopment of administration;
the prevalence and severity of adverse events;
the effectiveness of our sales and marketing efforts, including efforts by any third parties we engage;
consumer sentiment about the benefits and risks of aesthetic procedures generally and our products in particular; and
general consumer, patient and physician confidence and availability of practicing physicians, which may be impacted by general economic and political conditions, including challenges affecting the global economy resulting from the COVID-19 pandemic.
Any failure by our product candidates, orobtain necessary regulatory approvals, manufacture and market and commercialize our products and services successfully. Even if we achieve profitability in the RHA® Pipeline Products that obtain regulatory approvalfuture, we may not be able to achieve market acceptance or commercial success would materiallysustain profitability in subsequent periods. Our prior losses, combined with expected future losses, may adversely affect the market price of our results of operationscommon stock and delay, prevent or limit our ability to generate revenueraise capital and continue our business.
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In addition, DaxibotulinumtoxinA for Injection has only been used in clinical trials to date. Therefore, the commercial or real-world experience may yield different outcomes or patient experiences due to variations in injection techniques, dilution approaches and dosing levels employed by different physician and nurse injectors. As a result, these market-based approaches may differ from our clinical trial design and could negatively impact adoption.
The regulatory approval process is highly uncertain and we or any collaboration partner may not obtain regulatory approval for the commercialization of DaxibotulinumtoxinA for Injection, the RHA® 1Pipeline Products or any future product candidates.*
The research, testing, manufacturing, labeling, approval, selling, import, export, marketing and distribution of drug and biologic products are subject to extensive regulation by the FDA and other regulatory authorities in the U.S. and other countries, which regulations differ from country to country. Neither we nor any collaboration partner are permitted to market DaxibotulinumtoxinA for Injection, the RHA® Pipeline Products or any future product candidates in the U.S. until we receivethe BLA is approved by the FDA. We are also not permitted to market the RHA® Collection of dermal fillers for additional indications for use unless and until Teoxane receives approval of a BLAPMA supplement for such new indication for use. And, we cannot market our product candidates in any foreign countries until we receive the requisite approval from the FDA. In October 2021, we receivedregulatory authorities of such countries. Obtaining regulatory approval can be a CRL fromlengthy, expensive and uncertain process and delay or failure can occur at any stage of the process. Our ability to obtain FDA regardingapproval of the BLA for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines, identifying deficiencies that must be addressed. Obtaining regulatory approval of a BLA can be a lengthy, expensive and uncertain process. Our ability to obtain FDA approval, and its timing, is uncertain. In addition, although Teoxane has received PMA approval for the RHA® Collection of dermal fillers, it must obtain PMA approval by the FDA for the RHA® 1.Pipeline Products and any new indications.
In addition, failureFailure to comply with FDA and other applicable U.S. and foreign regulatory requirements may subject us to administrative or judicially imposed sanctions or other actions, including:
warning letters;
civil and criminal penalties;
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injunctions;
withdrawal of approved products;
product seizure or detention;
product recalls;
total or partial suspension of production;
refusal to approve pending BLAs or supplements to approved BLAs; and
refusal to approve PMAs or supplements to PMAs by our partners.
Prior to obtaining approval to commercialize a product candidate in the U.S. or abroad, we or our collaborators must demonstrate with substantial evidence from well controlled clinical trials, and to the satisfaction of the FDA or other foreign regulatory agencies, that such product candidates are safe and effective for their intended uses. Results from preclinical studies and clinical trials can be interpreted in different ways. Even if we believe the preclinical and clinical data for our product candidates are promising, such data may not be sufficient to support approval by the FDA and other regulatory authorities. Administering product candidates to humans may produce undesirable side effects, which could interrupt, delay or halt clinical trials and result in the FDA or other regulatory authorities denying approval of a product candidate for any or all targeted indications.

Even with positive clinical trial results, there is the risk that the FDA or other regulatory authority identify deficiencies related to the manufacturing process of our product candidates. For example, on October 15, 2021, we announced that the FDA issued a CRL regarding the BLA for DaxibotulinumtoxinA for Injection for the treatment of glabellar lines due to deficiencies related to the FDA’s onsite inspection at our manufacturing facility. We cannot be certain of whether our resubmission, the inspections and our responses to the FDA's observations from the inspections will address the outstanding observations of the FDA and whether we were able to remediate the deficiencies related to the inspections or how quickly or successfully the regulatory approval process will proceed following the FDA reinspection and our response to the FDA's observations from the reinspection.
Regulatory approval of a BLA or PMA, or BLA or PMA supplement, is not guaranteed, and the approval process is expensive and may take several years. The FDA also has substantial discretion in the approval process. Despite the time and expense expended, failure can occur at any stage, and we could encounter problems that cause us to abandon or repeat clinical trials, or perform additional preclinical studies and clinical trials. For example, we completed the Phase 2 study of DaxibotulinumtoxinA for Injection for the management of plantar fasciitis but determined in November of 2020 that we would not currently pursue the plantar fasciitis indication because neither dose used in the study met the primary efficacy endpoint of statistically significant improvement from baseline compared to placebo. The number of preclinical studies and clinical trials that will be required for FDA approval varies depending on the product candidate, the disease or the condition that the
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product candidate is designed to address and the regulations applicable to any particular product candidate. The FDA can delay, limit or deny approval of a product candidate for many reasons, including the following:
a product candidate may not be deemed safe, effective,our failure to remedy the deficiencies in our manufacturing processes or facilities identified by the FDA or by applicable foreign regulatory agencies, or the manufacturing processes or facilities of required quality;third-party manufacturers with which we contract;
our inability to demonstrate to the satisfaction of the FDA officials may not findor applicable foreign regulatory body that the product candidate is safe and effective for the requested indication;
our inability to demonstrate proof of concept of a product candidate or approved products in new indications;
the FDA’s or applicable foreign regulatory agency’s disagreement with the trial protocol or the interpretation of data from preclinical studies or clinical trials;
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our inability to demonstrate that clinical and clinical trials sufficient;other benefits of the product candidate outweigh any safety or other perceived risks;
the FDA might not approve ourFDA’s or our third-party manufacturers’ processesapplicable foreign regulatory agency’s requirement for additional preclinical or facilities;clinical studies;
the FDA’s or applicable foreign regulatory agency’s non-approval of the formulation, labeling or the specifications of the product candidate; or
the FDA may change its approval policies or adopt new regulations.regulations of the FDA or applicable foreign regulatory agency significantly change in a manner rendering our clinical data insufficient for approval.
If DaxibotulinumtoxinA for Injection RHA® 1 or any future product candidates fail to demonstrate safety and efficacy in clinical trials or do not gain approval, our business and results of operations willcould be materially and adversely harmed.
The COVID-19 pandemic has affected the business of the FDA and other health authorities. In March 2020, the FDA announced the postponement of most foreign inspections due to the global impact of COVID-19 and, in July 2020, only restarted domestic inspections on a risk-based prioritization basis, and foreign inspections on a mission-critical basis. In May 2021, the FDA released a report highlighting possible scenarios for transitioning to standard operational levels of inspection activities. However, givenGiven the continued uncertainty of the trajectory of the ongoing COVID-19 pandemic, we cannot be certain of when standard operations will resume and whether the FDA regulatory process will take longer than the process pre-COVID-19. Interruption or delays in the operations of the FDA or other applicable local or foreign regulatory agencies caused by the COVID-19 pandemic may cause delays in meetings related to planned or completed clinical trials and may affect the review and approval timelines for DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, the RHA® Pipeline Products or any future product candidate. Further, delays in the operations of the FDA or other applicable local or foreign regulatory agencies may result in delays or difficulties in obtaining required inspections of the facilities where we or third parties with whom we contract manufacture any of our product candidates or the raw materials used in the manufacture of our product candidates. If the COVID-19 pandemic and the related backlog of work, another government shutdown or other disruption to the normal functioning of government agencies occurs as a result of the COVID-19 pandemic or other reasons, it could significantly impact the ability of the FDA to timely review and process our regulatory submissions, including with respect to anythe resubmission of our BLA for DaxibotulinumtoxinA for Injection for the treatment of moderateglabellar lines and our responses to severe glabellar (frown) lines orthe FDA's observations from the 2022 reinspection, required for approval of the BLA, which could have a material adverse effect on our business or prospects. Interruption or delays in the operations of the FDA or other applicable local or foreign regulatory agencies caused by the COVID-19 pandemic may cause delays in meetings related to planned or completed clinical trials and may affect the review and approval timelines for DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, RHA® 1 or any future hyaluronic acid filler products developed pursuant to the Teoxane Agreement or any future product candidates, including the BLA approval of DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines. In addition, the COVID-19 pandemic has generally diverted healthcare resources away from the conduct of clinical trials and may cause delays or difficulties in clinical site initiation and site inspection, including difficulties in recruiting clinical site investigators and clinical site staff. Further, delays in the operations of the FDA or other applicable local or foreign regulatory agencies may result in delays or difficulties in obtaining required inspections of the facilities where we or third parties with whom we contract manufacture any of our product candidates or the raw materials used in the manufacture of our product candidates.
The RHA® Collection of dermal fillers are Class III medical devices that require PMA approval before they may be commercialized in the U.S. Although Teoxane has received PMA approval for the RHA® Collection of dermal fillers, we and Teoxane will be subject to ongoing and pervasive regulatory requirements governing, among other things, the manufacture, marketing, advertising, medical device reporting, sale, promotion, registration, and listing of these devices. For example, periodic reports must be submitted to the FDA as a condition of PMA approval. These reports include safety and effectiveness information about the device after its approval. Failure to submit such reports, or failure to submit the reports in a timely manner, could result in enforcement action by the FDA. Following its review of the periodic reports, the FDA might ask for additional information or initiate further investigation. Any failure to comply with the conditions of approval could result in the withdrawal of PMA approval and the inability to continue to market the device. The medical device regulations to which we are subject are complex and have become more stringent over time, and we have noa limited history of operating as a distributor of Class III medical devices. Our failure to comply with applicable regulatory requirements could result in enforcement action by the FDA, state or foreign regulatory authorities, including recalls, Dear Doctor letters and negative publicity which would negatively affect our business, financial condition and results of operations.
Currently, the only products for which we have the rights to commercialize and that have been approved for sale by the applicable regulatory authorities are the RHA® Collection of dermal fillers. We may failnever obtain regulatory approval to realizecommercialize DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, or future rights to the benefits expected fromRHA® Pipeline Products. Even if we eventually complete clinical testing and receive approval of any regulatory filing for DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, the HintMD AcquisitionRHA® Pipeline Products or those benefitsany future product candidates, the FDA or an applicable foreign regulatory agency may take longer to realizegrant approval contingent on the performance of costly additional post-approval clinical trials. The FDA or applicable foreign regulatory agency also may approve DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, the RHA® Pipeline Products or any future product candidates for a more limited indication or a narrower patient population than expected.*we originally requested, and the FDA or applicable foreign regulatory agency may not approve the labeling that we believe is necessary or desirable for the successful
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On July 23, 2020, we completedcommercialization of our product candidates. The requirement to conduct additional clinical trials or our inability to obtain the HintMD Acquisition. The anticipated benefits we expect from the HintMD Acquisition are based on projections and assumptions aboutrequested label or indication could increase our combined businesses with HintMD, which may not materialize as expectedexpenses or which may prove to be inaccurate. In addition, we may not realize the anticipated benefits within the anticipated time frame, or at all, if the integration process takes longer than expected or is more costly than expected. Achieving the benefits of the HintMD Acquisition will depend, in part, onlimit our ability to complete the integration of the business, operations and services of HintMD successfully and efficiently with our business and the commercial acceptance of the Fintech Platform. The challenges involved in the completion of the integration and commercial success of the Fintech Platform, which will be complex and time-consuming, include the following:
significant issues with the acquired technology, security, product architecture and legal, regulatory and contractual compliance, among other matters that our due diligence process may have failed to identify;
difficulties entering new markets and integrating new technologies in which we had no or limited direct experience prior to the HintMD Acquisition;
our ability to comply with new and complex regulatory regimes and compliance standards applicable to the Fintech Platform;
our ability to successfully launch OPUL™ at scale;
our ability to continue to fund the development and commercialization of the Fintech Platform;
technical or other difficulties faced by our aesthetic practice customers when using the Fintech Platform, which may negatively impact our existing or future customer relationships;
limiting exposure to data and security breaches of consumer personal information used by the Fintech Platform;
retaining and managing existing relationships with the Fintech Platform’s customer base;
developing new product features for OPUL™;
expanding sales and marketing efforts to effectively position OPUL™ and expand its customer base;
the Fintech Platform’'s ability to create loyalty between physicians and their patients through repeated aesthetic treatments and increase the number of aesthetic procedures performed, including with products we offer;
evolving law relating to patent eligibility for patents related to computer-related inventions (e.g. software, business methods, computer security, database and data structures, computer networking, and graphical user interfaces) may be relevant to the scope of protection available for the Fintech Platform;
entry of competitors to the market, including those with greater resources, experience and name recognition; the timing of development and release of new products, features and functionality and pricing by competitors; our ability to adapt to technological advancement in comparison to our competitors;
changes in user preferences and growth or contraction in the addressable market;
the increased scale and complexity of our operations resulting from the HintMD Acquisition;
retaining our key employees and key employees of HintMD; and
minimizing the diversion of management’s attention from other important business objectives.
Further, the HintMD Acquisition has increased the size and scope of our business beyond the previous size and scope of either our or HintMD’s previous businesses. Our future success depends, in part, upon our ability to manage our
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expanded and distinct business segments, which may pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs, regulatory requirements and complexity. We have also incorporated as a part of our commercial strategy leveraging the Fintech Platform to build a prestige aesthetics category and grow our U.S. aesthetics market opportunity. If we do not successfully manage these issues and other challenges inherent in integrating and expanding an acquired business of the size and complexity of HintMD, then we may need to alter our commercial strategy, we may not achieve the anticipated benefits of the HintMD Acquisition and our revenue, expenses, operating results and financial condition could be materially adversely affected.generate revenue.
The current COVID-19 pandemic has and may continue to, and other actual or threatened epidemics, pandemics, outbreaks, or public health crises may, adversely affect our financial condition and our business.*
Our business could be materially and adversely affected by the risks, or the public perception of the risks, related to an epidemic, pandemic, outbreak, or other public health crisis, such as the ongoing COVID-19 pandemic. An epidemic, pandemic, outbreak or other public health crisis could cause delays in regulatory approvals needed to commercialize our product candidates or interfere with enrollment and our ability to complete ongoing clinical trials on schedule or at all. The risk of a continued pandemic, or public perception of the risk, could cause customers to cancel or defer aesthetic and elective procedures, avoid public places, including hospitals and physician offices, and cause temporary or long-term disruptions in our supply chain, manufacturing and/or delays in the delivery of our inventory. Certain of these risks have materialized in connection with the COVID-19 pandemic. The extent to which the COVID-19 pandemic will further directly or indirectly impact our business, results of operations, financial condition, liquidity and research and development costs will depend on future developments that are highly uncertain, including variant strains of the virus and the degree of their vaccine resistance and as a result of new information that may emerge concerning COVID-19, the actions taken to contain or treat it, and the duration and intensity of the related effects. For instance, the FDA was previously unable to conduct the required inspection of our manufacturing facility in Northern California, due to the FDA’s travel restrictions associated with the COVID-19 pandemic. In addition, following the FDA's completion of the site inspection, the issuance of a Form 483 and our response to the Form 483, it took longer to receive an action on the BLA from the FDA when compared to pre-COVID-19 pandemic timelines. The CRL received cited deficiencies related to manufacturing and we may bewere required to undergoeundergo a reinspection. We cannot be certain of how long it will take to remediate the deficiencies and respond to the FDA, whether the COVID-19 pandemic will again delay the FDAcause further delays in completing a reinspection, if needed, how quickly or successfully the regulatory approval process will move following our remediationfor DaxibotulinumtoxinA for Injection for the treatment of the deficiencies and our response to the FDAglabellar lines or the future impact of the COVID-19 pandemic on the timing of the regulatory approval process for DaxibotulinumtoxinA for Injection in indications outside of glabellar (frown) lines or on any supplemental BLAs we may file. In addition, in March 2020 we paused enrollment in the JUNIPER Phase 2 adult upper limb spasticity trial, and ultimately enrolled fewer subjects, due to challenges related to the COVID-19 environment. We are unable to predict whether similar delays will occur in other clinical trials or whether such delays will delay regulatory approvals.
Many of the Fintech Platform physician customers temporarily closed their offices and stopped performing procedures as a result of the COVID-19 pandemic, and while most customers have reopened, a rise in infection rates, the development and spread of more contagious variants and other impacts of the COVID-19 pandemic may adversely affect their ability to stay open and the types of procedures performed. The spread of COVID-19 has also impacted our sales professionals’ ability to travel, and medical facilities and physician offices have limited access for non-patients, including our sales professionals, which has had a negative impact onimpacted our access to customers and our ability to introduce the Fintech Platform and the RHA® Collection of dermal fillers to potential customers. We cannot be certain whether or to what extent these trends may continue, and if patients’ financial circumstances or ability to or interest in receiving aesthetic procedures are materially impacted by the COVID-19 pandemic or another pandemic or public health crisis, we may be unable to generate meaningful revenue in the near term or at all.
Port closures, labor shortages and other restrictions resulting from the COVID-19 pandemic have and may continue to disrupt our supply chain or limit our ability to obtain sufficient materials for our drug products.products and services. If Teoxane is unable to access the raw materials needed for the production of the RHA® Collection of dermal fillers, or if we are unable to access the raw materials needed to manufacture DaxibotulinumtoxinA for Injection, we may experience delays in our commercialization plans, regulatory approval process or development programs. In addition, the global chip shortage has impacted and may in the future impact our third-party partners’ ability to provide us with POS hardware terminals that are provided to customers as a part of the OPUL™ service offering. If our third-party partner cannot provide enough POS terminals to meet OPULTM demand or we are unable to provide a substitute device, we may be unable to timely board new customers or fulfill orders for additional hardware from existing customers. Changes in U.S. and foreign trade policies or border closures related to the COVID-19 pandemic or otherwise could trigger retaliatory actions by affected countries, resulting in “trade wars”, which may reduce customer demand for goods exported out of the U.S. if the parties having to pay those retaliatory tariffs increase their prices, or if trading partners limit their trade with the U.S. If these consequences are realized, the price to the consumer of aesthetic or therapeutic medical procedures from products exported out of the U.S. may
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increase, resulting in a material reduction in the demand for our future product candidates. Such a
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reduction may materially and adversely affect our potential sales and our business. In particular, under our Fosun License Agreement, we are responsible for manufacturing DaxibotulinumtoxinA for Injection and supplying it to Fosun, which would then develop, commercialize, market and sell it in mainland China, Hong Kong and Macau. If this arrangement is restricted in any way due to the U.S.–China trade relationship or the COVD-19 pandemic, the contingent payments we are entitled to receive under the agreement, which are based on product sales, among other things, may be adversely affected. In addition, under the Teoxane Agreement, we are responsible for the commercialization of the RHA® Collection of dermal fillers in the U.S. and rely on Teoxane for our entire supply of the RHA® Collection of dermal fillers, which was previously delayed as a result of the COVID-19 pandemic and may again be delayed in the future. Additional delays in the product supply of the RHA® Collection of dermal fillers may have an adverse effect on our commercialization strategy.
Moreover, an epidemic, pandemic, outbreak or other public health crisis, could require a complete or partial closure of one or more of our facilities, including our manufacturing facility, or cause employees to avoid our properties, which could adversely affect our ability to adequately staff and manage our businesses. For instance, “shelter-in-place” or other such orders by governmental authorities in response to the COVID-19 pandemic have disrupted our operations. We curtailed employee travel and implemented a corporate work-from-home policy in March 2020. Throughout the COVID-19 pandemic, certain manufacturing, quality and laboratory-based employees continued to work onsite, and certain employees with customer-facing roles have been onsite for training and interfacing in-person with customers in connection with the product launch of the RHA® Collection of dermal fillers. We have resumed essential on-site corporate operations and have begun to transition certain employees back on-site on a full or part-time basis and in accordance with local and regional restrictions. Although many of our employees have returned to working on-site, the trajectory of the COVID-19 pandemic is uncertain, and a rise in infection rates, the development and spread of more contagious variants or other impacts of the COVID-19 pandemic may require that we transition back to work from home policies. Certain departments, like clinical, quality, quality control, manufacturing, supply chain and sales and marketing, are dependent on working on-site. The effective operation of certain of these departments is critical to manufacturing our drug substance and drug product needed for the commercial preparation of DaxibotulinumtoxinA for Injection and the completion of our clinical programs and, ifprograms. If the employees in these departments are subject to work from home policies now or in the future, our business may be adversely impacted. In addition, continued reliance on personnel working from home may negatively impact productivity and employee morale, which may harm our business. In addition, this could increase our cyber security risk, create data accessibility concerns, and make us more susceptible to communication disruptions, any of which could adversely impact our business operations or delay necessary interactions with local and federal regulators, manufacturing sites, research or clinical trial sites, other important agencies and contractors, HintMDthe Fintech Platform or RHA® Collection of dermal fillers physician customers and other third parties with whom we do business.
Risks related to an epidemic, pandemic or other health crisis, such as the COVID-19 pandemic, could also negatively impact the business or operations of our sourcing or manufacturing partners, CROs, customers or other third parties with whom we conduct business.
The ultimate extent of the impact of the COVID-19 pandemic or any other epidemic, pandemic or other health crisis on our business, financial condition and results of operations or healthcare systems generally or the global economy as a whole will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity and duration of such epidemic, pandemic or other health crisis and actions taken to contain or prevent their further spread, among others. These and other potential impacts of an epidemic, pandemic or other health crisis, such as the COVID-19 pandemic, has and could thereforein the future materially and adversely affect our business, financial condition and results of operations.
Reports of adverse events or safety concerns involving the RHA® Collection of dermal fillers or other Teoxane approved product candidates could prevent Teoxane from maintaining regulatory approval of the RHA® Collection of dermal fillers, delay or prevent Teoxane from obtaining additional regulatory approval for the RHA® Pipeline Products, or could negatively impact our sales of, the RHA® Collection of dermal fillers.
Reports of adverse events or safety concerns involving the RHA® Collection of dermal fillers or other Teoxane approved product candidates could result in the FDA or other regulatory authorities withdrawing approval of the RHA® Collection of dermal fillers for any or all indications that have approval, including the use of the RHA® Collection of dermal fillers for specified aesthetic indications and delay or prevent Teoxane from obtaining additional regulatory approval for the RHA® Pipeline Products. We cannot assure you that patients receiving the RHA® Collection of dermal fillers will not experience serious adverse events that require submission of postmarketing safety or medical device reports to the FDA. Adverse events, including with respect to dermal filler products generally, may also negatively impact demand for the RHA® Collection of dermal fillers and future RHA® Pipeline Products, which could result in reduced sales. Teoxane may also be
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required to update package inserts and patient information brochures of the RHA® Collection of dermal fillers based on reports of adverse events or safety concerns, which could adversely affect acceptance of the RHA® Collection of dermal fillers in the market, make the RHA® Collection of dermal fillers less competitive or make it more difficult or expensive for us to commercialize the RHA® Collection of dermal fillers.
We may fail to realize the benefits expected from the HintMD Acquisition or those benefits may take longer to realize than expected.
On July 23, 2020, we completed the HintMD Acquisition. The anticipated benefits we expect from the HintMD Acquisition are based on projections and assumptions about our combined businesses with HintMD, which may not materialize as expected or which may prove to be inaccurate. We may not realize the anticipated benefits within the anticipated time frame, or at all. The challenges involved in the commercial success of the Fintech Platform, which will be complex and time-consuming, include the following:
significant issues with the acquired technology, security, product architecture and legal, regulatory and contractual compliance, among other matters that our due diligence process may have failed to identify;
difficulties entering new markets and integrating new technologies in which we had no or limited direct experience prior to the HintMD Acquisition;
our ability to comply with new and complex regulatory regimes and compliance standards applicable to the Fintech Platform;
our ability to foster adoption of OPUL™ at scale;
our ability to continue to fund the development and commercialization of the Fintech Platform;
depending on third-party partners, such as Fiserv, Inc. (“Fiserv”);
technical or other difficulties faced by our aesthetic practice customers when using the Fintech Platform, which may negatively impact our existing or future customer relationships;
limiting exposure to data and security breaches of consumer personal information used by the Fintech Platform;
retaining and managing existing relationships with the Fintech Platform’s customer base;
developing new product features for OPUL™ and delivering the anticipated benefits to physicians and patients;
expanding sales and marketing efforts to effectively position OPUL™ and expand its customer base;
the Fintech Platform’s ability to foster loyalty between physicians and their patients;
evolving law relating to patent eligibility for patents related to computer-related inventions (e.g. software, business methods, computer security, database and data structures, computer networking, and graphical user interfaces) may be relevant to the scope of protection available for the Fintech Platform;
entry of competitors to the market, including those with greater resources, experience and name recognition; the timing of development and release of new products, features and functionality and pricing by competitors; our ability to adapt to technological advancement in comparison to our competitors;
changes in user preferences and growth or contraction in the addressable market;
the increased scale and complexity of our operations resulting from the HintMD Acquisition;
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retaining our key employees and key employees of HintMD; and
minimizing the diversion of management’s attention from other important business objectives.
Further, the HintMD Acquisition has increased the size and scope of our business beyond the previous size and scope of either our or HintMD’s previous businesses. Our future success depends, in part, upon our ability to manage our expanded and distinct business segments, which may pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs, regulatory requirements and complexity. We have also incorporated as a part of our aesthetics commercial strategy leveraging the Fintech Platform to expand and deepen customer relationships, enhance our prestige aesthetics offering and grow our U.S. aesthetics market opportunity. If we do not successfully manage these issues and other challenges inherent in integrating and expanding an acquired business of the size and complexity of HintMD, then we may need to alter our commercial strategy, we may not achieve the anticipated benefits of the HintMD Acquisition and our revenue, expenses, operating results and financial condition could be materially adversely affected.
The Teoxane Agreement requires us to make specified annual minimum purchases of the RHA® Collection of dermal fillers and to meet specified expenditure levels in connection with our marketing of the RHA® Collection of dermal fillers in furtherance of the commercialization of the RHA® Collection of dermal fillers, regardless of whether our commercialization efforts are successful. Such expenditure requirements may adversely affect our cash flow and our ability to operate our business and our prospects for future growth, or may result in the termination of the Teoxane Agreement.
If we fail to meet the annual minimum purchase amount or the annual minimum marketing spending requirements specified in the Teoxane Agreement, Teoxane has the right to terminate the Teoxane Agreement.
If our commercialization efforts of the RHA® Collection of dermal fillers are unsuccessful, there can be no assurance that we will have sufficient cash flow to comply with such minimum purchase and expenditure requirements. Our obligation to Teoxane to meet such requirements could:
make it more difficult for us to satisfy obligations with respect to our indebtedness, including the 2027 Notes and the Notes Payable, and any failure to comply with the obligations of any of our debt instruments, including financial and other restrictive covenants, could result in an event of default under the agreements governing such indebtedness;
require us to dedicate a substantial portion of available cash flow to meet the minimum expenditure requirements, which will reduce the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes;
limit flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
limit our ability to engage in strategic transactions or implement our business strategies;
limit our ability to borrow additional funds; and
place us at a disadvantage compared to our competitors.
Any of the factors listed above could materially and adversely affect our business and our results of operations.
Worldwide economic and market conditions, an unstable economy, a decline in consumer-spending levels and other adverse developments, including inflation, could adversely affect our business, results of operations and liquidity.
Many economic and other factors are outside of our control, including general economic and market conditions, consumer and commercial credit availability, inflation, unemployment, consumer debt levels, geopolitical events and other challenges affecting the global economy, including the ongoing COVID-19 pandemic. Increasespandemic and conflicts between Ukraine and Russia. These factors could lead to disruption, instability, and volatility in the ratesglobal markets, increase inflation, disrupt supply
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chains, adversely affect consumer confidence and disposable income levels.levels and have other impacts on our business. Lower consumer confidence and disposable incomes could lead to reduced consumer spending and lower demand for our products and services. Decreases in the number of physicians and physician offices or financial hardships for physicians may also adversely affect distribution channels of our products.products and services. A weak or declining economy or geopolitical events could also strain our suppliers, possibly resulting in supply disruption. In addition, historically, during economic downturns, there have been
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reductions in spending on information technology as well as pressure for extended billing terms and other financial concessions. The adverse impact of economic downturns may be particularly acute among small and medium-sized plastic surgery and dermatology practices offering elective aesthetic procedures, which comprise the majority of the customer base of the Fintech Platform. If economic conditions deteriorate, current and prospective customers of the Fintech Platform may elect to decrease their information technology budgets or cancel subscriptions to the Fintech Platform, which would limit our ability to grow the Fintech Platform business. The COVID-19 pandemic has resulted in an economic recession characterized by business closures and limited social interaction as well as higher levels of unemployment and reductions in working hours. Elective aesthetic procedures are discretionary and less of a priority for those patients that have lost their jobs, are furloughed, have reduced work hours or have to allocate their cash to other priorities and essential items. Even after the COVID-19 pandemic subsides, we may continue to experience negative impacts to our business and financial results due to the continued perceived risk of infection or concern of a resurgence of the COVID-19 outbreak as well as COVID-19’s global economic impact, including decreases in consumer discretionary spending and any economic slowdown or recession that has occurred or may occur in the future. A severe or prolonged economic downturn could also limit our ability to raise additional capital when needed on acceptable terms, if at all. These factors could have a negative impact on our potential sales and operating results.
Reports of adverse events or safety concerns involving the RHA® Collection of dermal fillers or other Teoxane approved product candidates could prevent Teoxane from maintaining regulatory approval of the RHA® Collection of dermal fillers, delay or prevent Teoxane from obtaining additional regulatory approval for the RHA® Pipeline Products, or could negatively impact our sales of, the RHA® Collection of dermal fillers.
Reports of adverse events or safety concerns involving the RHA® Collection of dermal fillers or other Teoxane approved product candidates could result in the FDA or other regulatory authorities withdrawing approval of the RHA® Collection of dermal fillers for any or all indications that have approval, including the use of the RHA® Collection of dermal fillers for specified aesthetic indications and delay or prevent Teoxane from obtaining additional regulatory approval for the RHA® Pipeline Products. We cannot assure you that patients receiving the RHA® Collection of dermal fillers will not experience serious adverse events that require submission of postmarketing safety or medical device reports to the FDA. Adverse events, including with respect to dermal filler products generally, may also negatively impact demand for the RHA® Collection of dermal fillers and future RHA® Pipeline Products, which could result in reduced sales. For example, facial swelling in patients with dermal filler cosmetic injections was reported as a serious adverse event in patients receiving the Moderna COVID-19 vaccination. Teoxane may also be required to update package inserts and patient information brochures of the RHA® Collection of dermal fillers based on reports of adverse events or safety concerns, which could adversely affect acceptance of the RHA® Collection of dermal fillers in the market, make the RHA® Collection of dermal fillers less competitive or make it more difficult or expensive for us to commercialize the RHA® Collection of dermal fillers.
The Teoxane Agreement requires us to make specified annual minimum purchases of the RHA® Collection of dermal fillers and to meet specified expenditure levels in connection with our marketing of the RHA® Collection of dermal fillers in furtherance of the commercialization of the RHA® Collection of dermal fillers, regardless of whether our commercialization efforts are successful. Such expenditure requirements may adversely affect our cash flow and our ability to operate our business and our prospects for future growth, or may result in the termination of the Teoxane Agreement.
The Teoxane Agreement requires us to make specified annual minimum purchases of the RHA® Collection of dermal fillers, and to meet an annual minimum expenditure on marketing and other areas related to the commercialization of the RHA® Collection of dermal fillers, regardless of whether our commercialization efforts are successful. If we fail to meet the annual minimum purchase amount or the annual minimum marketing spending requirements specified in the Teoxane Agreement, Teoxane has the right to terminate the Teoxane Agreement.
If our commercialization efforts of the RHA® Collection of dermal fillers are unsuccessful, there can be no assurance that we will have sufficient cash flow to comply with such minimum purchase and expenditure requirements. Our obligation to Teoxane to meet such requirements could:
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make it more difficult for us to satisfy obligations with respect to our indebtedness, including the 2027 Notes, and any failure to comply with the obligations of any of our debt instruments, including financial and other restrictive covenants, could result in an event of default under the agreements governing such indebtedness;
require us to dedicate a substantial portion of available cash flow to meet the minimum expenditure requirements, which will reduce the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes;
limit flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
limit our ability to engage in strategic transactions or implement our business strategies;
limit our ability to borrow additional funds; and
place us at a disadvantage compared to our competitors.
Any of the factors listed above could materially and adversely affect our business and our results of operations.
We may be unable to obtain regulatory approval for DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar or future product candidates, and Teoxane may be unable to do the same for RHA® 1 and future hyaluronic acid filler advancements. The denial or delay of any such approval, including as a result of the COVID-19 pandemic, would delay commercialization and have a material adverse effect on our potential to generate revenue, our business prospects, and our results of operations.*
To gain approval to market a biologic product, such as DaxibotulinumtoxinA for Injection or an onabotulinumtoxinA biosimilar, we must provide the FDA and applicable foreign regulatory authorities with data that adequately demonstrate the safety, efficacy and quality of the product for the intended indication applied for in the BLA, or other respective marketing applications. Teoxane must do the same with its PMAs to the FDA for the RHA® Pipeline Products. The development of such products is a long, expensive and uncertain process, and delay or failure can occur at any stage of any of our clinical trials. Even with positive clinical trial results, there is the risk that the FDA or other regulatory authority identify deficiencies related to the manufacturing process of our product candidates. For example, on October 15, 2021, we announced that the FDA issued a CRL regarding the BLA for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines. The FDA determined it was unable to approve the BLA in its present form due to deficiencies related to the FDA’s onsite inspection at our manufacturing facility.No other deficiencies were identified in the CRL. Following our receipt of the CRL, the Company received additional information from the FDA, and plans to file a Type A meeting request to gain clarity and alignment on the requirements for approval. We cannot be certain of whether we will obtain a Type A meeting, how long it will take to remediate the deficiencies or if we are able to do so and how long it will take to respond to the FDA or how quickly or successfully the regulatory approval process will move following our remediation of the deficiencies and our response to the FDA.
In addition, a number of companies in the pharmaceutical industry, including biotechnology companies, have suffered significant setbacks in clinical trials, including in Phase 3 development, even after promising results in earlier preclinical studies or clinical trials. These setbacks have been caused by, among other things, findings made while clinical trials were underway, safety or efficacy observations, including previously unreported adverse events, and the need to conduct further supportive or unanticipated studies, even after initiating Phase 3 trials. Success in preclinical testing and early clinical trials does not ensure that later clinical trials will be successful or that additional supportive studies will not be required, and the results of clinical trials by other parties may not be indicative of the results in trials we may conduct. For example, we completed DaxibotulinumtoxinA Topical clinical trials for the treatment of “crow’s feet and primary axillary hyperhidrosis but discontinued further clinical development in 2016 following the results from our REALISE 1 Phase 3 clinical trial for crow’s feet. In addition, in November 2020, we released topline results from the Phase 2 study of DaxibotulinumtoxinA for Injection for the management of plantar fasciitis. The results of this study did demonstrate pain relief on the NPRS that was numerically greater from baseline than placebo. However, neither dose used in the study met the primary efficacy endpoint of statistically significant improvement from baseline compared to placebo. As a result, we are not
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currently pursuing the plantar fasciitis indication, and we will focus our efforts on indications for muscle movement and pain disorder indications where the use of neuromodulators is well-established.
Further, obtaining regulatory approval of our product candidates or the completion of our clinical trials may be delayed as a result of the COVID-19 pandemic. See Item 1A. "Risk Factors—The current COVID-19 pandemic has and may continue to, and other actual or threatened epidemics, pandemics, outbreaks, or public health crises may, adversely affect our financial condition and our business" for a discussion of how the COVID-19 pandemic has and may continue to affect us.
Our business currently depends substantially on the successful development, regulatory approval and commercialization of our product candidates. Of the large number of drugs, including biologics, and medical devices in development, only a small percentage successfully complete the FDA or other regulatory approval processes and are commercialized. Currently, the only products for which we have the rights to commercialize and that have been approved for sale by the applicable regulatory authorities are the RHA® Collection of dermal fillers.
We may never obtain regulatory approval to commercialize DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, or future rights to commercialize RHA® 1 or any hyaluronic acid filler products developed pursuant to the Teoxane Agreement. The research, testing, manufacturing, labeling, approval, sale, marketing and distribution of drug, biologic and medical device products are subject to extensive regulation by the FDA and other regulatory authorities in the U.S. and other countries, and such regulations differ from country to country. We are not permitted to market our biologic product candidates, including DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, any hyaluronic acid filler products, such as RHA® 1 or future advancements developed by Teoxane, or future product candidates, in the U.S. until we receive approval of a BLA from the FDA. We are also not permitted to market the RHA® Collection of dermal fillers for additional indications for use unless and until Teoxane receives approval of a PMA supplement for such new indication for use. We are also not permitted to market our product candidates in any foreign countries until we receive the requisite approval from the regulatory authorities of such countries.
The FDA or any foreign regulatory body can delay, limit or deny approval of our product candidates for many reasons, including:
our failure to remedy the deficiencies in our manufacturing processes or facilities identified by the FDA or by applicable foreign regulatory agencies, or the manufacturing processes or facilities of third-party manufacturers with which we contract;
our inability to demonstrate to the satisfaction of the FDA or applicable foreign regulatory body that DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, RHA® 1 or any future hyaluronic acid filler products developed pursuant to the Teoxane Agreement or any future product candidates are safe and effective for the requested indication;
Teoxane’s inability to satisfy FDA approval requirements with respect to the RHA® Pipeline Products;
our inability to demonstrate proof of concept of an onabotulinumtoxinA biosimilar, RHA® 1 or any future hyaluronic acid filler products developed pursuant to the Teoxane Agreement or other products in new indications;
the FDA’s or applicable foreign regulatory agency’s disagreement with the trial protocol or the interpretation of data from preclinical studies or clinical trials;
our inability to demonstrate that clinical and other benefits of DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, RHA® 1 or any future hyaluronic acid filler products developed pursuant to the Teoxane Agreement, or any future product candidates outweigh any safety or other perceived risks;
the FDA’s or applicable foreign regulatory agency’s requirement for additional preclinical or clinical studies;
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the FDA’s or applicable foreign regulatory agency’s non-approval of the formulation, labeling or the specifications of DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, RHA® 1 or any future hyaluronic acid filler products developed pursuant to the Teoxane Agreement or any future product candidates; or
the potential for approval policies or regulations of the FDA or applicable foreign regulatory agency to significantly change in a manner rendering our clinical data insufficient for approval.
Further, interruption or delays in the operations of the FDA or other applicable local or foreign regulatory agencies caused by the COVID-19 pandemic may affect the review and approval timelines for DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, RHA® 1 or any future hyaluronic acid filler products developed pursuant to the Teoxane Agreement or any future product candidates, including the BLA approval of DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines, which has experienced delays related to the COVID-19 pandemic, in addition to other reasons noted herein.
Even if we eventually complete clinical testing and receive approval of any regulatory filing for DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, RHA® 1 or any future hyaluronic acid filler products developed pursuant to the Teoxane Agreement or any future product candidates, the FDA or an applicable foreign regulatory agency may grant approval contingent on the performance of costly additional post-approval clinical trials. The FDA or applicable foreign regulatory agency also may approve DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, RHA® 1 or any future hyaluronic acid filler products developed pursuant to the Teoxane Agreement, or any future product candidates for a more limited indication or a narrower patient population than we originally requested, and the FDA or applicable foreign regulatory agency may not approve the labeling that we believe is necessary or desirable for the successful commercialization of our product candidates. The requirement to conduct additional clinical trials or our inability to obtain the requested label or indication could increase our expenses or limit our ability to generate revenue.
We have been,currently, and in the future may be, subject to securities class action and stockholder derivative actions. These, and potential similar or related litigation, could result in substantial damages and may divert management’s time and attention from our business.*
We have been,are currently, and may in the future be, the target of securities class actions or stockholder derivative claims. On May 1, 2015,December 10, 2021, a putative securities class action complaint was filed against the Company and certain of its officers on behalf of a class of stockholders who acquired the Company’s securities from November 25, 2019 to October 11, 2021. The complaint alleges that the Company and certain of its officers violated sections 10(b) and 20(a) of the Exchange Act by making false or misleading statements regarding the manufacturing of DaxibotulinumtoxinA for Injection and the timing and likelihood of regulatory approval and seeks unspecified monetary damages on behalf of the Cityputative class and an award of Warren Policecosts and Fire Retirement System against usexpenses, including reasonable attorneys’ fees. This and certain of our directorsany such other actions or claims could result in substantial damages and executive officers at themay divert management’s time of our follow-on public offering, and the investment banking firms that acted as the underwriters in our follow-on public offering. The Court granted final approval of the settlement, as set forth in the Stipulation of Settlement, on July 28, 2017. While this litigation has ended, volatility in our stock price and other matters affectingattention from our business and operationsotherwise harm our business.
If product liability lawsuits are brought against us, we may subject usincur substantial liabilities and may be required to actual and threatened securities class actions or stockholder derivative claims. These typeslimit commercialization of proceedings may result in substantial costs, divert management's attention from other business concerns and adversely impact our business, results of operations and financial condition.
All of the RHA® Pipeline Products and any of our approvedfuture products and product candidates in the future will be subject to ongoing FDA and foreign regulatory obligations and continued regulatory review.we develop.
We and any third-party contract development and manufacturers or suppliers are required to comply with applicable cGMP regulations and other international regulatory requirements. The regulations require that ourface an inherent risk of product candidates be manufactured and records maintained inliability lawsuits as a prescribed manner with respect to manufacturing, testing and quality control/quality assurance activities. Manufacturers and suppliersresult of materials must be named in a BLA submitted tocommercializing the FDA for any product candidate for which we are seeking FDA approval. The RHA® Collection of dermal fillers, areDaxibotulinumtoxinA for Injection, if approved, and as a result of the clinical testing of DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, or any other product candidates. For example, we may be sued if any product we develop allegedly causes injury or is found to be otherwise unsuitable during product testing, manufacturing, marketing or sale. Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability and a breach of warranties. Claims could also be asserted under state consumer protection acts. If we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities or be required to limit commercialization of our products. Even a successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in:
decreased demand for the RHA® Collection of dermal fillers, DaxibotulinumtoxinA for Injection or any future product candidates or products we develop;
injury to our reputation and significant negative media attention;
withdrawal of clinical trial participants or cancellation of clinical trials;
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costs to defend the related litigation;
a diversion of management’s time and our resources;
substantial monetary awards to trial participants or patients;
regulatory investigations, product recalls, withdrawals or labeling, marketing or promotional restrictions;
loss of revenue;
an increase in product liability insurance premiums or an inability to maintain product liability insurance coverage; and
the inability to continue to commercialize the RHA® Collection of dermal fillers or commercialize DaxibotulinumtoxinA for Injection or any other products we develop.
Our inability to obtain and maintain sufficient product liability insurance at an acceptable cost and scope of coverage to protect against potential product liability claims could prevent or inhibit the commercialization of DaxibotulinumtoxinA for Injection, the RHA® Collection of dermal fillers or any future products we develop. Although we maintain product liability insurance, any claim that may be brought against us could result in a court judgment or settlement in an amount that is not covered, in whole or in part, by our insurance or that is in excess of the limits of our insurance coverage. Our insurance policies also have various exclusions and deductibles, and we may be subject to the FDA’s QSRa product liability claim for medical devices. Additionally, third party manufacturerswhich we have no coverage. We will have to pay any amounts awarded by a court or negotiated in a settlement that exceed our coverage limitations or that are not covered by our insurance, and suppliers and any manufacturing facility must undergo a pre-approval inspection before we canmay not have, or be able to obtain, marketing authorization for any of our product candidates. Even after a manufacturer has been qualified by the FDA, the manufacturer must continuesufficient capital to expend time, money and effortpay such amounts. Moreover, in the area of productionfuture, we may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to protect us against losses.
If we are not successful in discovering, developing, acquiring and quality control to ensure full compliance with cGMP and QSR, as applicable. Manufacturers are subject to regular, periodic inspections by the FDA following initial approval. Further, to the extent that we contract with third parties for the supply and/or manufacture of our products (for example, Teoxane with respect tocommercializing additional product candidates other than the RHA® Collection of dermal fillers and ABPS and LSNE with respect to our product candidates),DaxibotulinumtoxinA for Injection, our ability to control third-party compliance with FDA requirements will be limited to contractual remediesexpand our business and rights of inspection.
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If, as a result of the FDA’s inspections, it determines that the equipment, facilities, laboratories or processes do not comply with applicable FDA regulations and conditions of product approval, the FDA may not approve the product or may suspend the manufacturing operations. If the manufacturing operations of any of the suppliers forachieve our product candidates are suspended, westrategic objectives may be unable to generate sufficient quantitiesimpaired.
Although a substantial amount of commercial or clinical suppliesour effort has focused on the commercialization of product to meet market demand, which would harm our business. In addition, if delivery of material from our suppliers were interrupted for any reason, we might be unable to ship our approved product for commercial supply or to supply our products in development for clinical trials. Significant and costly delays can occur if the qualification of a new supplier is required.
Failure to comply with regulatory requirements and reports of adverse events or safety concerns could prevent or delay marketing approval or require additional clinical trials and the expenditure of money or other resources to correct. Failure to comply with applicable requirements and reports of adverse events or safety concerns may also result in warning letters, fines, injunctions, civil penalties, recall or seizure of products, total or partial suspension of production, refusal of the government to renew marketing applications and criminal prosecution, any of which could be harmful to our ability to generate revenues and our stock price. As such, any failure of Teoxane to maintain compliance with the applicable regulations and standards for the RHA® Collection of dermal fillers and reportsthe continued clinical testing and regulatory approval of adverse eventsDaxibotulinumtoxinA for Injection, our strategy also includes the discovery, development and commercialization of other neuromodulator products for both aesthetic and therapeutic indications, including the onabotulinumtoxinA biosimilar. We may seek to do so through our internal research programs, strategic collaborations and product acquisitions.
Even if we identify an appropriate collaboration or safety concernsproduct acquisition, we may not be successful in negotiating the terms of the collaboration or acquisition, or effectively integrating the collaboration or acquired product into our existing business and operations. Moreover, we may not be able to pursue such opportunities if they fall within the non-compete provision of the Teoxane Agreement, which prohibits us from developing, manufacturing, marketing, selling, detailing or promoting any hyaluronic acid dermal filler (other than the RHA® Collection of dermal fillers) in the U.S. during the term of the Teoxane Agreement. We have limited experience in successfully acquiring and integrating products and technologies into our business and operations, and even if we are able to consummate an acquisition or other investment, we may not realize the anticipated benefits of such acquisitions or investments. We may face risks, uncertainties and disruptions, including difficulties in the integration of the operations and services of these acquisitions. If we fail to successfully integrate collaborations, assets, products or technologies that we enter into or acquire, or if we fail to successfully exploit acquired product distribution rights and maintain acquired relationships with customers, our business could increasebe harmed. Furthermore, we may have to incur debt or issue equity securities in connection with proposed collaborations or to pay for any product acquisitions or investments, the issuance of which could be dilutive to our costs, cause usexisting stockholders. Identifying, contemplating, negotiating or completing a collaboration or product acquisition and integrating an acquired product or technology could significantly divert management and employee time and resources.
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Our onabotulinumtoxinA biosimilar program is still in the preclinical stage and our other programs are in the discovery or preclinical state. Research programs to lose revenue, preventidentify product candidates require substantial technical, financial and human resources, whether or not any product candidates are ultimately identified. Our research and preclinical programs may initially show promise in identifying potential product candidates, yet fail to yield product candidates for clinical development for many reasons, including the import and/following:
the research methodology used may not be successful in identifying potential product candidates;
competitors may develop alternatives that render our product candidates obsolete or exportless attractive;
product candidates we develop may nevertheless be covered by third parties’ patents or other exclusive rights;
a product candidate may on further study be shown to have harmful side effects or other characteristics that indicate it is unlikely to be effective or otherwise does not meet applicable regulatory criteria;
a product candidate may not be capable of being produced in commercial quantities at an acceptable cost, or at all;
a product candidate may not be accepted as safe and effective by patients, the medical community or third-party payors, if applicable; and
intellectual property rights of third parties may potentially block our entry into certain geographies or make such entry economically impracticable.
If we fail to develop and successfully commercialize other product candidates other than the RHA® Collection of dermal fillers cause the RHA® Collection of dermal fillers to be recalled or withdrawn and prevent us from successfully commercializing the RHA® Collection of dermal fillers.
Any regulatory approvals that we receive for our product candidates are likely to contain requirements for post-marketing follow-up studies, which may be costly. Product approvals, once granted, may be modified based on data from subsequent studies or commercial use. As a result, limitations on labeling indications or marketing claims, or withdrawal from the market may be required if problems occur after approval and commercialization.
Our product candidates and the RHA® Pipeline Products that are approved will face significant competition, and our failure to effectively compete may prevent us from achieving significant market penetration and expansion. In addition, our competitors may develop products that are safer, more effective, more convenient or less expensive than the RHA® Pipeline Products and our product candidates, which could reduce or eliminate our commercial opportunity.
We expect to enter highly competitive pharmaceutical and medical device markets if our product candidates are approved. Successful competitors in the pharmaceutical and medical device markets have the ability to efficiently and effectively discover therapies, obtain patents, develop, test and obtain regulatory approvals for products, and effectively commercialize, market and promote approved products, including communicating the effectiveness, safety and value of products to actual and prospective customers and medical staff. Numerous companies are engaged in developing, patenting, manufacturing and marketing healthcare products which we expect will compete with our products. Many of these competitors are large, experienced companies that enjoy significant competitive advantages, such as substantially greater financial, research and development, manufacturing, testing, personnel and marketing resources, greater brand recognition and more experience and expertise in obtaining marketing approvals from the FDA and other regulatory authorities.
Upon marketing approval, the first expected use of DaxibotulinumtoxinA for Injection, or an onabotulinumtoxinA biosimilarour future prospects may be harmed and our business will be more vulnerable to problems that we encounter in aesthetic medicine. Competition in aesthetic products is significant and dynamic and is characterized by substantial technological development and product innovations, and our competitors include large, fully-integrated pharmaceutical companies and more established biotechnology and medical device companies. We anticipate that DaxibotulinumtoxinA for Injection, if approved, will face significant competition from existing injectable neuromodulators as well as unapproved and off-label treatments. Further, if approved, in the future we may face competition for DaxibotulinumtoxinA for Injection from biosimilar products and products based upon botulinum toxin. In addition, the only products we are currently commercializing are the RHA® Collection of dermal fillers. It is possible that competitors will succeed in developing technologies that are safer, more effective, more convenient or that have a lower cost of goods and price than those used in DaxibotulinumtoxinA for Injection, if approved, or the RHA® Collection of dermal fillers and in developing and commercializing DaxibotulinumtoxinA for Injection.
We may use third-party collaborators to help us develop, validate or commercialize product candidates, and our ability to commercialize such product candidates could be impaired or delayed if these collaborations are unsuccessful.
We may continue to license or selectively pursue strategic collaborations for the development, validation and commercialization of DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, hyaluronic acid filler products, and any future product candidates. For instance, in February 2018, we and Viatris entered into the Viatris Collaboration, as amended in August 2019, pursuant to which we and Viatris are collaborating exclusively, on a world-wide basis (excluding Japan), to develop, manufacture and commercialize our onabotulinumtoxinA biosimilar product candidate. In December 2018, we and Fosun entered into the Fosun License Agreement pursuant to which we have granted Fosun the exclusive rights to develop and commercialize DaxibotulinumtoxinA for Injection in the Fosun Territory and certain sublicense rights. In addition, we entered into the Teoxane Agreement in January 2020, as amended in September 2020, pursuant to which Teoxane granted us the exclusive right to import, market, promote, sell and distribute the RHA® Collection of dermal fillers and the RHA® Pipeline Products in the U.S., its territories and possessions. In any third-party collaboration, we are dependent upon the success of the collaborators to perform their responsibilities with continued cooperation. Our collaborators may not cooperate with us or perform their obligations under our agreements with them. We cannot control the amount and timing of our collaborators’ resources that will be devoted to performing their responsibilities under our agreements with them. Our collaborators may choose to pursue alternative technologies in preference to those being developed in collaboration with us. The development, validation and commercialization of our product candidates will be delayed if collaborators fail to conduct their responsibilities in a timely manner or products being developed by us,in accordance with applicable regulatory requirements or that would renderif they breach or terminate their collaboration agreements with us. Disputes with our technology obsolete or noncompetitive. Competitioncollaborators could also impair our reputation or result in reduced profit marginsdevelopment delays, decreased revenues and limited sales, which would harm our business, financial condition and results of operations.litigation expenses.
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ForIf our information technology systems or data, or those of third parties upon which we rely, are or were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; loss of customers or sales; and other adverse consequences.
In the ordinary course of our business, we may collect, store, use, transmit, disclose, or otherwise process proprietary, confidential, and sensitive data, including personal data (such as health-related data), intellectual property, and trade secrets. We may rely upon third parties service providers and technologies to operate critical business systems to process confidential information and personal data in a variety of reasons,contexts, including, less stringent regulatory requirements, therewithout limitation, third-party providers of cloud-based infrastructure, encryption and authentication technology, employee email and other functions. Our ability to monitor these third parties’ cybersecurity practices is limited, and these third parties may not have adequate information security measures in place. We may share or receive sensitive data with or from third parties.
Cyberattacks, malicious internet-based activity, and online and offline fraud are significantly more aesthetic productsprevalent and procedures availablecontinue to increase. These threats are becoming increasingly difficult to detect. These threats come from a variety of sources. In addition to traditional computer “hackers,” threat actors, personnel (such as through theft or misuse), sophisticated nation-states, and nation-state-supported actors now engage in attacks.
We and the third parties upon which we rely may be subject to a variety of evolving threats, including but not limited to social-engineering attacks (including through phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks (such as credential stuffing), personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, floods, and other similar threats. Ransomware attacks, including those perpetrated by organized criminal threat actors, nation-states, and nation-state-supported actors, are becoming increasingly prevalent and severe and can lead to significant interruptions in our operations, loss of data and income, reputational harm, and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for useexample, applicable laws or regulations prohibiting such payments. Similarly, supply-chain attacks have increased in frequency and severity, and we cannot guarantee that third parties and infrastructure in our supply chain or our third-party partners’ supply chains have not been compromised or that they do not contain exploitable defects or bugs that could result in a numberbreach of foreign countries than are approvedor disruption to our information technology systems (including the Fintech Platform) or the third-party information technology systems that support us and our services. The COVID-19 pandemic and our remote workforce poses increased risks to our information technology systems and data, as more of our personnel work from home, utilizing network connections outside our premises. Future business transactions (such as acquisitions or integrations) could expose us to additional cybersecurity risks and vulnerabilities, as our systems, including that of our Fintech Platform, could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies.
Any of the previously identified or similar threats could cause a security incident or other interruption. A security incident or other interruption could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to data. If such an event were to occur, it could result in a material disruption of our product development programs and our business operations. For example, the loss of clinical trial data from completed, ongoing or future clinical trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. In addition, where cardholder data is compromised, we might be responsible for usepayment of network fines levied pursuant to payment network rules and regulations. Likewise, we will rely on third parties for the manufacture of our product candidates and have historically relied on third parties to conduct clinical trials, and similar events relating to their information technology systems could also harm our business. These threats pose a risk to the security of our systems, the confidentiality and the availability and integrity of our data, and these risks apply both to us, and to third parties on whose systems we rely for the conduct of our business.
We may expend significant resources or modify our business activities (including our clinical trial activities) in an effort to protect against security incidents. Certain data privacy and security obligations may require us to implement and maintain specific security measures, industry-standard or reasonable security measures to protect our information technology systems, including that of our Fintech Platform, and data. While we have implemented security measures designed to protect against security incidents, there can be no assurance that these measures will be effective. We may be unable in the U.S. Therefuture to
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detect vulnerabilities in our information technology systems, including the Fintech Platform, because such threats and techniques change frequently, are also feweroften sophisticated in nature, and may not be detected until after a security incident has occurred. Despite our efforts to identify and remediate vulnerabilities, if any, in our information technology systems, including the Fintech Platform, our efforts may not be successful. Further, we may experience delays in developing and deploying remedial measures designed to address any such identified vulnerabilities.
Applicable data privacy and security obligations may require us to notify relevant stakeholders of security incidents. Such disclosures are costly, and the disclosures or the failure to comply with such requirements could lead to adverse consequences. If we (or a third party upon whom we rely) experience a security incident or are perceived to have experienced a security incident, we may experience adverse consequences. These consequences may include: government enforcement actions (for example, investigations, fines, penalties, audits, and inspections); additional reporting requirements and/or oversight; restrictions on processing data (including personal data); litigation (including class claims); indemnification obligations; negative publicity; reputational harm; monetary expenditures; interruptions in our operations (including availability of data); financial loss; and other similar harms. Security incidents and attendant consequences may cause delays in the development of our product candidates, cause customers to stop using our products or our Fintech Platform, deter new customers from using our products or our Fintech Platform, and negatively impact our ability to grow and operate our business.
Our contracts may not contain limitations on theof liability, and even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to protect us from liabilities, damages, or claims related to our data privacy and security obligations. We cannot be sure that our competitorsinsurance coverage will be adequate or sufficient to protect us from or to mitigate liabilities arising out of our privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims.
If we fail to attract and retain qualified management, clinical, scientific, technical and sales personnel, we may be unable to successfully execute our objectives.
Our success depends in certain countriespart on our continued ability to attract, retain and motivate highly qualified management, clinical, scientific, technical and sales personnel. There is intense competition for qualified personnel in the pharmaceutical and biotechnology industries, and we cannot be sure that we will be able to continue to attract and retain the qualified personnel necessary, particularly as business prospects change, including the recent delay in the approval of the BLA for DaxibotulinumtoxinA for Injection for the treatment of glabellar lines. The inability to recruit or loss of the services of key employees might impede the progress of our research, development and commercialization objectives.
Leadership transitions can make aboutbe inherently difficult to manage. Resignations of executive officers may cause disruption in our business, strategic and employee relationships, which may significantly delay or prevent the effectivenessachievement of their productsour business objectives. Leadership changes may also increase the likelihood of turnover of other key officers and employees and may cause declines in the mannerproductivity of existing employees. The search for a replacement officer may take time, further exacerbating these factors. Identifying and hiring an experienced and qualified executive officer are typically difficult. Periods of transition in which they can market them.senior management leadership are often difficult as the new executives gain detailed knowledge of our operations and may result in cultural differences and friction due to changes in strategy and style. During the transition periods, there may be uncertainty among investors, employees, creditors and others concerning our future direction and performance.
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Risks Related to the Manufacturing and Supply Chain
We currently make our DaxibotulinumtoxinA for Injection clinical drug product exclusively in one internal manufacturing facility. We plan to utilize internal and external facilities, including through one or more third-party contractors, in the future to support clinical and commercial production if our product candidates are approved. If we experience a significant disruption in our manufacturing operations or our third-party manufacturers experience a significant disruption in their operations for any reason, our ability to continue to operate our business would be materially harmed.
We currently manufacture our own clinical drug product to support DaxibotulinumtoxinA for Injection development in one internal manufacturing facility. In March 2017, we entered into the Technology Transfer, Validation and Commercial Fill/Finish Services Agreement (as amended, the “ABPS Services Agreement”) with ABPS, a contract development and manufacturing organization, and in April 2021, we entered into the LSNE Agreement with LSNE. We plan to utilize our internal and external ABPS and LSNE facilities to provide multiple sources of clinical and commercial production of our drugs candidates. If these or any future facility were to be damaged, destroyed or otherwise unable to operate, whether due to earthquakes, fire, floods, hurricanes, storms, tornadoes, other natural disasters, employee malfeasance, terrorist acts, power outages, actual or threatened epidemics, pandemics (including the COVID-19 pandemic), outbreaks, or public health crises, or otherwise, or if performance of such manufacturing facilities is disrupted for any other reason, such an event could make it difficult or, in certain cases, impossible for us or our third-party manufacturers to continue to manufacture our drug product for a substantial period of time. In particular, because we manufacture botulinum toxin in our facilities, we would be required to obtain further clearance and approval by state, federal or other applicable authorities to continue or resume manufacturing activities. Although we have disaster recovery and business continuity plans in place, they may not be adequate in the event of a serious disaster or similar event. We may incur substantial expenses as a result of the limited nature of our disaster recovery and business continuity plans, which, particularly when taken together with our lack of earthquake insurance, could have a material adverse effect on our business. We may also need to halt manufacturing operations, which could impact FDA inspections, halt or delay our clinical trials or, if our product candidates are approved, jeopardize the abilitybe unable to manufacture our products as promptly as our customers expect or at all. As the ultimate impact of the COVID-19 pandemic is highly uncertain and subjectproduct candidates to change, we do not yet know the full extent of potential delays or impacts on our manufacturing operations or on the ability of our third-party contractors to provide manufacturing services for our product candidates.meet commercial demand. If we experience delays in achieving our development or regulatory objectives, or if we are unable to manufacture an approved product within a timeframe that meets our customers’ expectations,market demands, our business, prospects, financial results and reputation could be materially harmed.
If DaxibotulinumtoxinA for Injection is approved, we will face certain risks associated with manufacturing DaxibotulinumtoxinA for Injection to support commercial production.
We have developed an integrated manufacturing, research and development facility located at our Newark, California office. We manufacture drug substance and drug product at this facility that we use for research and development purposes, clinical trials and ultimately for commercial supplies post regulatory approval. We may never be able to successfully operate our manufacturing facility to support commercial scale. There are risks associated with commercial manufacturing including, among others, cost overruns, process reproducibility, stability issues, lot consistency and timely availability of raw materials. If DaxibotulinumtoxinA for Injection is approved, there is no assurance that we will be successful in operating a commercial scale manufacturing process that can support commercial demand. If DaxibotulinumtoxinA for Injection is approved, we may need to expand our manufacturing facilities, add manufacturing personnel and ensure that validated processes are consistently implemented in our facilities and potentially enter into additional relationshipsoutsource manufacturing responsibilities with third-party manufacturers. The upgrade and expansion of our facilities and the use of third-party manufacturer facilities will require additional regulatory approvals. In addition, it will be costly and time-consuming to expand our facilities and recruit necessary additional personnel. We entered into the ABPS Services Agreement and LSNE Agreement to provide additional sources of manufacturing for our product candidates, however, there are no assurances that either or both sources will continue to be available to us at the required commercial scale, or at all. If we are unable to expand our manufacturing facilities in compliance with regulatory requirements, to hire additional necessary manufacturing personnel, or retain our third-party manufacturers, we may encounter delays or additional costs in achieving our research, development and commercialization objectives, including obtaining regulatory approvals of our product candidates, which could materially damage our business and financial position.
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We currently contract with third-party manufacturers for certain components and services necessary to produce our product candidates and expect to continue to do so to support further clinical trials and commercial scale production if our product candidates are approved. This increases the risk that we will not have sufficient quantities of our product candidates or be able to obtain such quantities at an acceptable cost, which could delay, prevent or impair our development or commercialization efforts.
We currently rely on third-party manufacturers for certain components and services necessary to produce DaxibotulinumtoxinA for Injection, and we expect to continue to rely on these and other manufacturers to support our commercial requirements if DaxibotulinumtoxinA for Injection or other product candidates are approved.
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In particular, we plan to utilize our internal and the external ABPS and LSNE facilities, and we use other service providers for testing to support clinical and commercial production of product candidates, if approved. We may never be able to successfully operate a manufacturing process at commercial scale or establishrely on additional suppliers or service providers to support clinical development or commercialization of our product candidates, if approved. Even where alternative sources of supply or other service providers are available, qualifying alternate suppliers and service providers and establishing reliable supplies could cost more or could result in delays and a loss of revenues. As a result, we are dependent on a limited number of suppliers and service providers for our product candidates and the loss of one of our suppliers or service providers could have a material adverse effect on our business, results of operations and financial condition.
Reliance on third-party manufacturers entails other additional risks, including the reliance on the third party for regulatory compliance and quality assurance, the possible breach of the manufacturing agreement by the third party, and the possible termination or nonrenewal of the agreement by the third party at a time that is costly or inconvenient for us. In addition, third-party manufacturers may not be able to comply with cGMP or QSR, or similar regulatory requirements outside the U.S. Our failure or the failure of our third-party manufacturers to comply with applicable regulations could result in sanctions being imposed on us, including fines, injunctions, civil penalties, delays, suspension or withdrawal of approvals, license revocation, seizures or recalls of products, operating restrictions and criminal prosecutions, any of which could significantly and adversely affect supplies of our product candidates or products that we may develop. Any failure or refusal to supply the components or services for our product candidates or products that we may develop could delay, prevent or impair our clinical development or commercialization efforts.
We have incurred significant losses since our inception and we anticipate that we will continue to incur losses for the foreseeable future. We have only had commercial sales of the RHA® Collection of dermal fillers and Fintech Platform services, and aside from our rights to the RHA® Collection of dermal fillers, we only have one product candidate in clinical trials, which makes it difficult to assess our future viability.*
Biotechnology product development is a highly speculative undertaking and involves a substantial degree of risk. We are not profitable and have incurred losses in each year since we commenced operations in 2002. In addition, we have limited experience and have not yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently encountered by companies in new and rapidly evolving fields, particularly in the biotechnology industry. We have only made sales of the RHA® Collection of dermal fillers since the initial product launch in September 2020 and the Fintech Platform since the HintMD Acquisition in July 2020 and have not demonstrated the ability to successfully commercialize the RHA® Collection of dermal fillers or the Fintech Platform over the long-term. To date, we have not obtained any regulatory approvals for any of our product candidates or generated any revenue from our product sales including with respect to DaxibotulinumtoxinA for Injection. The issuance of the CRL has delayed the potential commercial launch of DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines. If our cash preservation measures are not sufficient or we are not able to remediate the deficiencies identified in the CRL, and the BLA for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines is not approved on a timely basis or at all, we may be required to continue to reduce operating expense and delay, reduce the scope of, discontinue or alter some of our development programs, commercialization efforts and other aspects of our business plan. If the BLA for DaxibotulinumtoxinA for Injection is approved, following approval, we expect to expend substantial resources for the foreseeable future, including expenses related to research and development, other expenses related to our ongoing clinical trials and operations, and building out our sales, marketing and distribution function as we pursue commercialization of DaxibotulinumtoxinA for Injection and continue to commercialize the RHA® Collection of dermal fillers. In addition, prior to the HintMD Acquisition, HintMD incurred a net loss in each year since its inception. We may have difficulties entering the payments industry and integrating new technologies in which we have no direct prior experience. We expect to incur significant expense developing OPUL™ and growing the business of the Fintech Platform.
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As of September 30, 2021, we had working capital surplus of $228.0 million and an accumulated deficit of $1.3 billion. Our recorded net losses were $74.4 million and $218.2 million for the three and nine months ended September 30, 2021, respectively; and $81.3 million and $203.8 million for the three and nine months ended September 30, 2020, respectively. As of September 30, 2021, we had capital resources consisting of cash, cash equivalents and short-term investments of $273.7 million. We have funded our operations primarily through the sale of common stock, convertible senior notes, payments received from collaboration arrangements, and sales of the RHA® Collection of dermal fillers. Our capital requirements to implement our business strategy are substantial as discussed above and dependent on the timing of the potential approval of the BLA for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines. Absent deferring and reducing certain costs previously planned as well as other mitigating actions, the commercial launch delay and its impact on our capital resources would raise substantial doubt with respect to our ability to meet our obligations to continue as a going concern within one year following the filing of this Report. Despite the delay in approval and in consideration of the cash preservation measures management has identified, we believe that our existing cash, cash equivalents, and short-term investments will allow us to fund our operations for at least 12 months following the filing of this Report while we continue to work with the FDA for the potential approval of our BLA for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines.
See "Management's Discussion and Analysis—Liquidity and Capital Resources—Operating and Capital Expenditure Requirements" for additional information.
We expect to continue to incur losses for the foreseeable future as we continue our development of, seek regulatory approval for and begin to commercialize DaxibotulinumtoxinA for Injection, and continue to commercialize the RHA® Collection of dermal fillers. Our ability to achieve revenue and profitability is dependent on our ability to complete the development of our product candidates, obtain necessary regulatory approvals, manufacture and market and commercialize our products and services successfully. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. Our prior losses, combined with expected future losses, may adversely affect the market price of our common stock and our ability to raise capital and continue operations.
Clinical drug development involves a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results.
Clinical testing is expensive and can take many years to complete, and its outcome is inherently uncertain. Furthermore, we rely on CROs, and clinical trial sites to ensure the proper and timely conduct of our clinical trials. While we have agreements governing the committed activities of our CROs, we have limited influence over their actual performance. A failure of one or more of our clinical trials can occur at any time during the clinical trial process. The results of preclinical studies and clinical trials of our product candidates may not be predictive of the results of later-stage clinical trials. Furthermore, final results may differ from interim results. For example, any positive results generated to date in clinical trials for DaxibotulinumtoxinA for Injection do not ensure that later clinical trials will demonstrate similar results. Product candidates in later stages of clinical trials may fail to show the desired safety profile and efficacy despite having progressed through preclinical studies and initial clinical trials.
A number of companies in the biotechnology industry have suffered significant setbacks in advanced clinical trials due to a lack of efficacy or adverse safety profiles, notwithstanding promising results in earlier clinical trials. We have suffered similar setbacks with the clinical development of DaxibotulinumtoxinA Topical and for DaxibotulinumtoxinA for Injection for the management of plantar fasciitis, and we cannot be certain that we will not face other similar setbacks in the future for DaxibotulinumtoxinA for Injection in other indications or other clinical development programs. Even if our clinical trials are completed, the results may not be sufficient to obtain regulatory approval for our product candidates.
We have and may again experience delays in our ongoing clinical trials, and we do not know whether future clinical trials, if any, will begin on time, need to be redesigned, enroll an adequate number of subjects on time or be completed on schedule, if at all. For example, enrollment in the JUNIPER Phase 2 adult upper limb spasticity trial was paused in March 2020 due to challenges related to the COVID-19 environment. In June 2020, we announced the decision to end screening and complete enrollment in the JUNIPER trial. We completed the JUNIPER trial in February of 2021 with 83 subjects enrolled. The JUNIPER Phase 2 trial achieved one co-primary endpoint, which evaluated the change in the MAS score from baseline, demonstrating a statistically significant treatment benefit in the 500 unit treatment group compared with placebo. Statistical
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significance was not achieved on the second co-primary endpoint, however numerical improvement compared with placebo in all three doses on the PGIC assessment was achieved. Although we believe the JUNIPER Phase 2 trial provided sufficient data to inform our dosing strategy and design for a successful Phase 3 program, we cannot guarantee that the results of the Phase 3 program will generate positive results.
Clinical trials can be delayed or aborted for a variety of reasons, including delay or failure to:
obtain regulatory approval to commence a trial;
reach agreement on acceptable terms with prospective CROs and clinical trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites;
obtain IRB approval at each site;
recruit suitable subjects to participate in a trial;
have subjects complete a trial or return for post-treatment follow-up;
ensure clinical sites observe trial protocol or continue to participate in a trial;
address any patient safety concerns that arise during the course of a trial;
address any conflicts with new or existing laws or regulations;
add a sufficient number of clinical trial sites; or
manufacture sufficient quantities of product candidate for use in clinical trials.
Subject enrollment is a significant factor in the timing of clinical trials and is affected by many factors, including the size and nature of the patient population, the proximity of patients to clinical sites, the eligibility criteria for the trial, the design of the clinical trial, competing clinical trials and clinicians’ and patients’ perceptions as to the potential advantages of the drug being studied in relation to other available therapies, including any new drugs or treatments that may be approved for the indications we are investigating.
We could also encounter delays if a clinical trial is suspended or terminated by us, by the IRBs of the institutions in which such trials are being conducted, by the data safety monitoring board for such trial or by the FDA or other regulatory authorities. Such authorities may suspend or terminate a clinical trial due to a number of factors, including failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols, failure of inspection of the clinical trial operations or trial site by the FDA or other regulatory authorities resulting in the imposition of a clinical hold, discovery of unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from using a drug, changes in governmental regulations or administrative actions, risks related to conducting clinical trials during the COVID-19 pandemic, or lack of adequate funding to continue the clinical trial.
If we experience delays in the completion or termination of any clinical trial of our product candidates, the commercial prospects of these product candidates may be harmed, and our ability to generate product revenues from any of these product candidates will be delayed. In addition, any delays in completing our clinical trials will increase our costs, slow down our product candidate development and approval process and jeopardize our ability to commence product sales and generate revenues. Any of these occurrences may significantly harm our business, financial condition and prospects. In addition, many of the factors that cause or lead to a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory approval of our product candidates.
We rely on Teoxane for the manufacture and supply of the RHA® Collection of dermal fillers, pursuant to the Teoxane Agreement, and our dependence on Teoxane may impair our ability to commercialize the RHA® Collection of dermal fillers.
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Pursuant to the Teoxane Agreement, we are not entitled to manufacture the RHA® Collection of dermal fillers. Instead, Teoxane is responsible for supplying all of our requirements for the RHA® Collection of dermal fillers. If Teoxane were to cease production or otherwise fail to timely supply us with an adequate supply of the RHA® Collection of dermal fillers, our ability to commercialize the RHA® Collection of dermal fillers would be adversely affected. For example, as a result of the COVID-19 pandemic, product supply of the RHA® Collection of dermal fillers was delayed by Teoxane, as they temporarily suspended production in Geneva, Switzerland. Teoxane resumed manufacturing operations at the end of April 2020 and delivered the first shipment of the RHA® Collection of dermal fillers to us in June 2020. As a result, the initial product launch of the RHA® Collection of dermal fillers was delayed by one quarter to September 2020. Additional delays in the product supply of the RHA® Collection of dermal fillers may have an adverse effect on our commercialization strategy.
Teoxane is required to produce the RHA® Collection of dermal fillers under QSR in order to meet acceptable standards for commercial sale. If such standards change, the ability of Teoxane to produce the RHA® Collection of dermal fillers on the schedule we require to meet commercialization goals may be affected. Teoxane is subject to pre-approval inspections and periodic unannounced inspections by the FDA and corresponding state and foreign authorities to ensure strict compliance with QSR and other applicable government regulations and corresponding foreign standards. We do not have control over Teoxane’s compliance with these regulations and standards. Any difficulties or delays in Teoxane’s manufacturing and supply of the RHA® Collection of dermal fillers or any failure of Teoxane to maintain compliance with the applicable regulations and standards could increase our costs, cause us to lose revenue, prevent the import and/or export of the RHA® Collection of dermal fillers, or cause the RHA® Collection of dermal fillers to be the subject of field alerts, recalls or market withdrawals.
We depend on single-source suppliers for the raw materials necessary to produce DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, and any other product candidates. The loss of these suppliers, or their failure to supply us with these raw materials, could negatively affect our business.
We and our manufacturers purchase the materials necessary to produce DaxibotulinumtoxinA for Injection for our clinical trials from single-source third-party suppliers. There are a limited number of suppliers for the raw materials that we use to manufacture our product candidates, and we may need to assess alternate suppliers to prevent a possible disruption of the manufacture of the materials necessary to produce our product candidates for our clinical trials and, if approved, ultimately for commercial sale. In particular, we outsource the manufacture of bulk peptide through an agreement with a single supplier.
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We do not have any control over the process or timing of the acquisition of raw materials by our manufacturers. Although we generally do not begin a clinical trial unless we believe that we have a sufficient supply of a product candidate to complete the clinical trial and while we have taken steps to ensure we are sufficiently scaled to support expected future commercial demands, any significant delay in the supply of DaxibotulinumtoxinA for Injection or any future product candidates, or the raw material components thereof, for an ongoing clinical trial due to the need to replaceof a third-party supplierproduct candidate could considerably delay completion of our clinical trials, product testing and potential regulatory approval of DaxibotulinumtoxinA for Injection or any futuresuch product candidates. If we or our manufacturers are unable to purchase these raw materials on acceptable terms and at sufficient quality levels or in adequate quantities if at all, the development of DaxibotulinumtoxinA for Injection and any future product candidates, or the commercial launch of any approved products, would be delayed or there would be a shortage in supply, which would impair our ability to meet our development objectives for our product candidates or generate revenues from the sale of any approved products.
Furthermore, if there is a disruption to our orOur business involves the use of hazardous materials and we and our third-party manufacturers and suppliers must comply with environmental laws and regulations, which can be expensive and restrict how we do business.
Our sales, marketing, research and development and manufacturing activities and our third-party manufacturers’ and suppliers’ relevantactivities involve the controlled storage, use and disposal of hazardous materials owned by us, including botulinum toxin type A, a key component of our product candidates, and other hazardous compounds. We and our manufacturers and suppliers are subject to laws and regulations governing the use, manufacture, storage, handling and disposal of these hazardous materials. We are licensed with the CDC and with the California Department of Health, Food and Drug Branch for use of botulinum toxin and to manufacture both the active pharmaceutical ingredient and the finished product in topical and injectable dose forms. In some cases, these hazardous materials and various wastes resulting from their use are stored at our and our manufacturers’ facilities pending their use and disposal. We cannot eliminate the risk of contamination or injury, which could cause an interruption of our commercialization efforts, research and development efforts and business operations, environmental damage resulting in costly clean-up and liabilities. Such damages and liability could exceed our resources and state or federal or other applicable authorities may curtail our use of certain materials and interrupt our business operations. Furthermore, environmental laws and regulations are complex, change frequently and have tended to become more stringent. We cannot predict the impact of such changes and cannot be certain of our future compliance.

Risks Related to Marketing and Commercialization
Even if DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, the RHA® Pipeline Products, or any future product candidates obtain regulatory approval, they may never achieve market acceptance or commercial success.
Even if we obtain FDA or other regulatory approvals, DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, the RHA® Pipeline Products or any future product candidates may not achieve market acceptance among physicians and patients, and may not be commercially successful, which could harm our financial results and future prospects.
The degree and rate of market acceptance of DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, the RHA® Pipeline Products or any future product candidates for which we receive approval depends on a number of factors, including:
the safety, efficacy and duration of the product as compared to existing and future therapies;
the clinical indications for which the product is approved and patient demand for the treatment of those indications;
acceptance by physicians, major operators of clinics and patients of the product as a safe and effective treatment;
the extent to which physicians recommend the products to their patients;
the proper training and administration of the products by physicians and medical staff such that patients do not experience excessive discomfort during treatment or adverse side effects;
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patient satisfaction with the results and administration of the product and overall treatment experience;
the potential and perceived advantages and cost of the product over alternative treatments;
the willingness of patients to pay for DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, the RHA® Pipeline Products and other aesthetic treatments in general, relative to other discretionary items, especially during economically challenging times, including as a result of the COVID-19 pandemic,pandemic;
the willingness of third-party payors to reimburse physicians or patients for DaxibotulinumtoxinA for Injection and any future products we may commercialize for therapeutic indications;
the revenue and profitability that the product will offer a physician as compared to alternative therapies;
the relative convenience and ease of administration;
the prevalence and severity of adverse events;
the effectiveness of our sales and marketing efforts, including efforts by any third parties we engage;
consumer sentiment about the benefits and risks of aesthetic procedures generally and our products in particular; and
general consumer, patient and physician confidence and availability of practicing physicians, which may be impacted by general economic and political conditions, including challenges affecting the global economy resulting from the COVID-19 pandemic.
Any failure by our product candidates or the RHA® Collection of dermal fillers to achieve market acceptance or commercial success would materially adversely affect our results of operations and delay, prevent or limit our ability to generate revenue and continue our business.
In addition, DaxibotulinumtoxinA for Injection has only been used in clinical trials to date. Therefore, the commercial or real-world experience may yield different outcomes or patient experiences due to variations in injection techniques, dilution approaches and dosing levels employed by different physician and nurse injectors. As a result, these market-based approaches may differ from our clinical trial design and could negatively impact efficacy, duration, safety and ultimately adoption.
Our product candidates, if approved, and the RHA® Collection of dermal fillers will face significant competition, and our failure to effectively compete may prevent us from achieving significant market penetration and expansion. In addition, our competitors may develop products that are safer, more effective, more convenient or less expensive than the RHA® Collection of dermal fillers and our product candidates, if approved, which could reduce or eliminate our commercial opportunity.
Successful competitors in the pharmaceutical and medical device markets have the ability to efficiently and effectively discover therapies, obtain patents, develop, test and obtain regulatory approvals for products, and effectively commercialize, market and promote approved products, including communicating the effectiveness, safety and value of products to actual and prospective customers and medical staff. Numerous companies are engaged in developing, patenting, manufacturing and marketing healthcare products which we expect will compete with our products. Many of these competitors are large, experienced companies that enjoy significant competitive advantages, such as substantially greater financial, research and development, manufacturing, testing, personnel and marketing resources, greater brand recognition and more experience and expertise in obtaining marketing approvals from the FDA and other regulatory authorities.
Upon marketing approval, the first expected use of DaxibotulinumtoxinA for Injection or an onabotulinumtoxinA biosimilar will be in aesthetic medicine. Competition in aesthetic products is significant and dynamic and is characterized by substantial technological development and product innovations, and our competitors include large, fully-integrated pharmaceutical companies and more established biotechnology and medical device companies. We anticipate that
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DaxibotulinumtoxinA for Injection, if approved, will face significant competition from existing injectable neuromodulators as well as unapproved and off-label treatments. Further, if approved, in the future we may face competition for DaxibotulinumtoxinA for Injection from biosimilar products and products based upon botulinum toxin. In addition, the only products we are currently commercializing are the RHA® Collection of dermal fillers. It is possible that competitors will succeed in developing technologies that are safer, more effective, more convenient or that have a lower cost of goods and price than those used in DaxibotulinumtoxinA for Injection, if approved, or the RHA® Collection of dermal fillers and in our product candidates, or that would render our technology obsolete or noncompetitive. Competition could also result in reduced profit margins and limited sales, which would harm our business, financial condition and results of operations.
For a variety of reasons, including less stringent regulatory requirements, there are significantly more aesthetic products and procedures available for use in a number of foreign countries than are approved for use in the U.S. There are also fewer limitations on the claims that our competitors in certain countries can make about the effectiveness of their products and the manner in which they can market them.
We may not be successful in continuing to execute our sale and marketing strategy for the RHA® Collection of dermal fillers and in executing our sales and marketing strategy for the commercialization of DaxibotulinumtoxinA for Injection for the treatment of glabellar lines, if approved.
We have limited prior experience in the marketing, sale and distribution of aesthetic products and no experience with the marketing, sale and distribution of therapeutic products or any products internationally. Establishing and maintaining sales, marketing, and distribution capabilities involve significant risks, including our ability to retain and incentivize qualified individuals, provide adequate training to sales and marketing personnel, generate sufficient sales leads, effectively manage a sales and marketing team, and handle any unforeseen costs and expenses.
In August 2020, we built a commercial sales and marketing organization to prepare for the commercial launch of the Current RHA® Collection of dermal fillers and DaxibotulinumtoxinA for Injection for the treatment of glabellar lines, if approved, in the U.S. If the approval and commercial launch of DaxibotulinumtoxinA for Injection for the treatment of glabellar lines is further delayed or does not occur for any reason, we may lose members of our sales and marketing organization. Any failure to maintain adequate internal sales, marketing and distribution capabilities would adversely impact the commercialization of our products and services, including the RHA® Collection of dermal fillers, and may result in a breach of our obligations to Teoxane under the Teoxane Agreement. We also have to compete with other meanspharmaceutical and life sciences companies to recruit, hire, train and retain sales and marketing personnel, and turnover in our sales force and marketing personnel could negatively affect the commercialization of producingthe RHA® Collection of dermal fillers and, if it receives regulatory approval, DaxibotulinumtoxinA for Injection. We may not be able to attract and retain quality personnel on acceptable terms, or at all.
We will also need to increase our sales force or contract with distributors and partners if we obtain regulatory approval for DaxibotulinumtoxinA for Injection for any therapeutic indications we are pursuing or to expand internationally. If we are unable to enter into such arrangements on acceptable terms or at all, we may not be able to successfully commercialize DaxibotulinumtoxinA for Injection for therapeutic indications or any future product candidates internationally. Establishing and maintaining sales, marketing and distribution capabilities may be expensive and time consuming. Such expenses may be disproportionate compared to the revenues we may be able to generate on sales of DaxibotulinumtoxinA for Injection, if approved, and the RHA® Collection of dermal fillers, which could cause our commercialization efforts to be unprofitable or less profitable than expected.

If we are found to have improperly promoted off-label uses for our products that are approved for marketing, including the RHA® Collection of dermal fillers and, if approved for marketing, DaxibotulinumtoxinA for Injection, or if physicians misuse our products or use our products off-label, we may become subject to prohibitions on the sale or marketing of our products, significant fines, penalties, and sanctions, product liability claims, and our image and reputation within the industry and marketplace could be harmed.
The FDA and other regulatory agencies strictly regulate the marketing and promotional claims that are made about regulated products, such as the RHA® Collection of dermal fillers and, if approved, DaxibotulinumtoxinA for Injection. In particular, a product may not be promoted for uses or indications that are not approved by the FDA or such other regulatory
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agencies as reflected in the product’s approved labeling. If we are found to have promoted such off-label uses, we may receive warning letters, become subject to significant liability and be subject to FDA prohibitions on the sale or marketing of our products, which could affect our reputation within the industry and materially harm our business. The federal government has levied large civil and criminal fines against companies for alleged improper promotion and has enjoined several companies from engaging in off-label promotion. If we become the target of such an investigation or prosecution based on our marketing and promotional practices, we could face similar sanctions, which would materially harm our business. In addition, management’s attention could be diverted from our business operations, significant legal expenses could be incurred, and our reputation could be damaged. The FDA has also requested that companies enter into consent decrees or permanent injunctions under which specified promotional conduct is changed or curtailed.
Physicians may, in their independent medical judgment, prescribe legally available products for off-label uses. However, physicians may also misuse the RHA® Collection of dermal fillers and, if approved, DaxibotulinumtoxinA for Injection or our other products, or use improper techniques, potentially leading to adverse results, side effects or injury, which may lead to product liability claims. If these products are misused or used with improper technique, we may become subject to costly litigation by our customers or their patients. Product liability claims could divert management’s attention from our core business, be expensive to defend, and result in sizable damage awards against us that may not be covered by insurance. Furthermore, the use of these products for indications other than those cleared by the FDA may not effectively treat such conditions, which could harm our reputation in the marketplace among physicians and patients.
Any of these events could harm our business and results of operations and cause our stock price to decline.
We are subject to uncertainty relating to third-party reimbursement policies which, if not favorable for DaxibotulinumtoxinA for Injection or any future product candidates until they restorefor therapeutic indications, could hinder or prevent their commercial success.
Our ability to commercialize DaxibotulinumtoxinA for Injection or any future product candidates for therapeutic indications such as cervical dystonia or adult upper limb spasticity will depend in part on the affected facilitiescoverage and reimbursement levels set by governmental authorities, private health insurers and other third-party payors. Third-party payors are increasingly challenging the effectiveness of and prices charged for medical products and services. We may not obtain adequate third-party coverage or reimbursement for DaxibotulinumtoxinA for Injection or any future product candidates for therapeutic indications, or we or they procure alternative facilities. Additionally, any damagemay be required to or destructionsell them at a discount.
Reimbursement by a third-party payor may depend upon a number of our or our third party or suppliers’ facilities or equipment may significantly impair our abilityfactors, including, but not limited to, manufacture ourthe third-party payor’s determination that use of a product candidatesis: (i) a covered benefit under its health plan; (ii) safe, effective and medically necessary; (iii) appropriate for the specific patient; (iv) cost-effective; and (v) neither experimental nor investigational. Our business would be materially adversely affected if we do not receive coverage and adequate reimbursement of DaxibotulinumtoxinA for Injection for therapeutic indications, if approved, from private insurers on a timely basis.
We or satisfactory basis. No uniform policy for coverage and reimbursement for products exists among third-party payors in the third parties upon whomU.S.; therefore, coverage and reimbursement for products can differ significantly from payor to payor. Further, coverage under certain government programs, such as Medicare and Medicaid, may not be available for certain of our product candidates. As a result, the coverage determination process will likely be a time-consuming and costly process, with no assurance that coverage and adequate reimbursement will be applied consistently or obtained in the first instance. Coverage policies and third-party payor reimbursement rates may change at any time. Even if favorable coverage and reimbursement status is attained for a product for which we dependreceive regulatory approval, less favorable coverage policies and reimbursement rates may be implemented in the future. Our business could also be adversely affected by earthquakesif third-party payors limit the indications for which DaxibotulinumtoxinA for Injection will be reimbursed to a smaller patient set than we believe they are effective in treating.
In some foreign countries, particularly Canada and European countries, the pricing of prescription pharmaceuticals is subject to strict governmental control. In these countries, pricing negotiations with governmental authorities can take six to 12 months or longer after the receipt of regulatory approval and product launch. To obtain favorable reimbursement for the indications sought or pricing approval in some countries, we may be required to conduct a clinical trial that compares the cost-effectiveness of our products, including DaxibotulinumtoxinA for Injection, to other natural disasters and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.available therapies. If
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Our corporate office that housesreimbursement for our product is unavailable in any country in which reimbursement is sought, limited in scope or amount, or if pricing is set at unsatisfactory levels, our business could be materially harmed.

Risks Related to Research and Development
Clinical drug development involves a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results.
Clinical testing is expensive and can take many years to complete, and its outcome is inherently uncertain. Furthermore, we rely on CROs, and clinical trial sites to ensure the majorityproper and timely conduct of our workforceclinical trials. While we have agreements governing the committed activities of our CROs, we have limited influence over their actual performance. A failure of one or more of our clinical trials can occur at any time during the clinical trial process. The results of preclinical studies and other facilities, includingclinical trials of our internal manufacturing facility, are locatedproduct candidates may not be predictive of the results of later-stage clinical trials. Furthermore, final results may differ from interim results.
We have and may again experience delays in our ongoing clinical trials, and we do not know whether future clinical trials, if any, will begin on time, need to be redesigned, enroll an adequate number of subjects on time or be completed on schedule, if at all. For example, enrollment in the San Francisco Bay Area,JUNIPER Phase 2 adult upper limb spasticity trial was paused in March 2020 due to challenges related to the COVID-19 environment. In June 2020, we announced the decision to end screening and complete enrollment in the JUNIPER trial. We completed the JUNIPER trial in February of 2021 with 83 subjects enrolled. The JUNIPER Phase 2 trial achieved one co-primary endpoint, which has experienced severe earthquakes. evaluated the change in the MAS score from baseline, demonstrating a statistically significant treatment benefit in the 500 unit treatment group compared with placebo. Statistical significance was not achieved on the second co-primary endpoint, however numerical improvement compared with placebo in all three doses on the PGIC assessment was achieved. Although we believe the JUNIPER Phase 2 trial provided sufficient data to inform our dosing strategy and design for a successful Phase 3 program, we cannot guarantee that the results of the Phase 3 program will generate positive results.
Clinical trials can be delayed or aborted for a variety of reasons, including delay or failure to:
obtain regulatory approval to commence a trial;
reach agreement on acceptable terms with prospective CROs and clinical trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites;
obtain institutional review board (“IRB”) approval at each site;
recruit suitable subjects to participate in a trial;
have subjects complete a trial or return for post-treatment follow-up;
ensure clinical sites observe trial protocol or continue to participate in a trial;
address any patient safety concerns that arise during the course of a trial;
address any conflicts with new or existing laws or regulations;
add a sufficient number of clinical trial sites;
manufacture sufficient quantities of a product candidate for use in clinical trials; or
lack of adequate funding to continue the clinical trial.
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Subject enrollment is a significant factor in the timing of clinical trials and is affected by many factors, including the size and nature of the patient population, the proximity of patients to clinical sites, the eligibility criteria for the trial, the design of the clinical trial, competing clinical trials and clinicians’ and patients’ perceptions as to the potential advantages of the drug being studied in relation to other available therapies, including any new drugs or treatments that may be approved for the indications we are investigating.
We do not carry earthquake insurance. Earthquakescould also encounter delays if a clinical trial is suspended or terminated by us, by the IRBs of the institutions in which such trials are being conducted, by the data safety monitoring board for such trial or by the FDA or other natural disasters could severely disruptregulatory authorities. Such authorities may suspend or terminate a clinical trial due to a number of factors, including failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols, failure of inspection of the clinical trial operations or trial site by the FDA or other regulatory authorities resulting in the imposition of a clinical hold, discovery of unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from using a drug, changes in governmental regulations or administrative actions, risks related to conducting clinical trials during the COVID-19 pandemic, or lack of adequate funding to continue the clinical trial.
Delays in the completion or termination of any clinical trial of our product candidates will increase our costs, slow down our product candidate development and haveapproval process and jeopardize our ability to commence product sales and generate revenues. In addition, many of the factors that cause or lead to a material adverse effect ondelay in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory approval of our product candidates. Any of these occurrences may significantly harm our business, results of operations, financial condition and prospects.
If a natural disaster, power outage or other event occurred that prevented us from using all or a significant portion of our offices or facilities or that damaged critical infrastructure, such as our manufacturing facility, enterprise financial systems or manufacturing resource planning and enterprise quality systems, or that otherwise disrupted operations, it may be difficult or, in certain cases, impossible for us to continue our business for a substantial period of time. In particular, because we manufacture botulinum toxin in our facilities, we would be required to obtain further clearance and approval by state, federal or other applicable authorities to continue or resume manufacturing activities. The disaster recovery and business continuity plans we have in place currently are limited and may not be adequate in the event of a serious disaster or similar event. We may incur substantial expenses as a result of the limited nature of our disaster recovery and business continuity plans, which, particularly when taken together with our lack of earthquake insurance, could have a material adverse effect on our business.
Furthermore, integral parties in our supply chain are geographically concentrated and operating from single sites, thereby increasing their vulnerability to natural disasters or other sudden, unforeseen and severe adverse events. If such an event were to affect our supply chain, it could have a material adverse effect on our business.
We currently rely on third parties and consultants to conduct all of our preclinical studies and clinical trials. If these third parties or consultants do not successfully carry out their contractual duties or meet expected deadlines, we may be unable to obtain regulatory approval for or commercialize DaxibotulinumtoxinA for Injection or any future product candidates.candidates, on a timely basis, or at all.
We do not have the ability to independently conduct preclinical studies or clinical trials. We rely on medical institutions, clinical investigators, contract laboratories, collaborative partners and other third parties, such as CROs and clinical data management organizations, to conduct clinical trials on our product candidates. The third parties with whom we contract for execution of our clinical trials play a significant role in the conduct of these trials and the subsequent collection and analysis of data. However, these third parties are not our employees, and except for contractual duties and obligations, we have limited ability to control the amount or timing of resources that they devote to our programs. Although we rely on these third parties to conduct our preclinical studies and clinical trials, we remain responsible for ensuring that each of our preclinical studies and clinical trials is conducted in accordance with its investigational plan and protocol. Moreover, the FDA and foreign regulatory authorities require us to comply with GCPs and good laboratory practices for conducting, monitoring, recording and reporting the results of clinical and preclinical trials to ensure that the data and results are scientifically credible and accurate, and that the trial subjects are adequately informed of the potential risks of participating in clinical trials. We also rely on consultants to assist in the execution, including data collection and analysis, of our clinical trials.
In addition, the execution of preclinical studies and clinical trials, and the subsequent compilation and analysis of the data produced, requires coordination among various parties. In order for these functions to be carried out effectively and efficiently, it is imperative that these parties communicate and coordinate with one another. Moreover, these third parties may also have relationships with other commercial entities, some of which may compete with us. These third parties may terminate their agreements with us upon as little as 30 days’ prior written notice of a material breach by us that is not cured within 30 days. Many of these agreements may also be terminated by such third parties under certain other circumstances, including our insolvency or our failure to comply with applicable laws. In general, these agreements require such third parties to reasonably cooperate with us at our expense for an orderly winding down of services of such third parties under the agreements. If the third parties or consultants conducting our clinical trials do not perform their contractual duties or obligations, experience work stoppages, do not meet expected deadlines, terminate their agreements with us or need to be replaced, or if the quality or accuracy of the clinical data they obtain is compromised due to the failure to adhere to our clinical trial protocols or GCPs, or for any other reason, we may need to conduct additional clinical trials or enter into new arrangements, which could be difficult, costly or impossible, and our clinical trials may be extended, delayed or terminated or may need to be repeated. We may be unable to recover unused funds from these third-parties. If any of the foregoing were to
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occur, we may not be able to obtain, or may be delayed in obtaining, regulatory approval for, and will not be able to, or may be delayed in our efforts to, successfully commercialize the product candidate being tested in such trials.
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Risks Related to Our Intellectual Property
If Teoxane fails to obtain and maintain patent, licensing arrangements or other protection for the proprietary intellectual property that we are foundhave exclusive distribution rights to, have improperly promoted off-label uses forwe could lose our products that are approved for marketing, includingrights related to the RHA® Collection of dermal fillers, and, if approved for marketing, DaxibotulinumtoxinA for Injection, or if physicians misusewhich would have a material adverse effect on our products or usepotential to generate revenue, our products off-label, we may become subject to prohibitions on the sale or marketing of our products, significant fines, penalties, and sanctions, product liability claims,business prospects, and our imageresults of operations.
If Teoxane fails to obtain and reputation withinmaintain patent, licensing arrangements or other protection for the industryproprietary intellectual property that we have exclusive distribution rights to, we could lose our rights to the intellectual property or our exclusivity with respect to those rights, and marketplaceour competitors could be harmed.
market competing products using the intellectual property. The FDA and other regulatory agencies strictly regulate the marketing and promotional claims that are made about regulated products, such asintellectual property underlying the RHA® Collection of dermal fillers and, if approved, DaxibotulinumtoxinA for Injection. In particular, a product may not be promoted for uses or indications that are not approved by the FDA or such other regulatory agencies as reflected in the product’s approved labeling. If we are foundis of critical importance to have promoted such off-label uses, we may receive warning letters, become subject to significant liability and be subject to FDA prohibitions on the sale or marketing of our products, which could affect our reputation within the industry and materially harm our business. The federal government has levied large civil and criminal fines against companies for alleged improper promotion and has enjoined several companies from engaging in off-label promotion. If we become the target of such an investigation or prosecution based on our marketing and promotional practices, we could face similar sanctions, which would materially harm our business. In addition, management’s attention could be diverted from our business operations, significant legal expenses could be incurred, and our reputation could be damaged. The FDA has also requested that companies enter into consent decrees or permanent injunctions under which specified promotional conduct is changed or curtailed.
Physicians may, in their independent medical judgment, prescribe legally available products for off-label uses. However, physicians may also misuse the RHA® Collection of dermal fillers and, if approved, DaxibotulinumtoxinA for Injection or our other products, or use improper techniques, potentially leading to adverse results, side effects or injury, which may lead to product liability claims. If these products are misused or used with improper technique, we may become subject to costly litigation by our customers or their patients. Product liability claims could divert management’s attention from our core business, be expensive to defend, and result in sizable damage awards against us that may not be covered by insurance. Furthermore, the use of these products for indications other than those cleared by the FDA may not effectively treat such conditions, which could harm our reputation in the marketplace among physicians and patients.
Any of these events could harm our business and resultsinvolves complex legal, business and scientific issues and is complicated by the rapid pace of operations and causescientific discovery in our stock price to decline.
We areindustry. Disputes may arise regarding intellectual property subject to uncertainty relating to third-party reimbursement policies which, if not favorable for DaxibotulinumtoxinA for Injection or any future product candidates for therapeutic indications, could hinder or prevent their commercial success.*
Our ability to commercialize DaxibotulinumtoxinA for Injection or any future product candidates for therapeutic indications such as cervical dystonia, adult upper limb spasticity or migraine will depend in part on the coverage and reimbursement levels set by governmental authorities, private health insurers and other third-party payors. As a threshold for coverage and reimbursement, third-party payors generally require that drug products have been approved for marketing by the FDA. Third-party payors also are increasingly challenging the effectiveness of and prices charged for medical products and services. We may not obtain adequate third-party coverage or reimbursement for DaxibotulinumtoxinA for Injection or any future product candidates for therapeutic indications, or we may be required to sell them at a discount. Third party payor coverage and reimbursement will not likely be available for our products developed for aesthetic indications.
We expect that third-party payors will consider the efficacy, cost effectiveness and safety of DaxibotulinumtoxinA for Injection in determining whether to approve reimbursement for DaxibotulinumtoxinA for Injection for therapeutic indications and at what level. Furthermore, reimbursement by a third-party payor may depend upon a number of factors, including, but not limited to, the third-party payor’s determination that use of a product is: (i) a covered benefit under its health plan; (ii) safe, effective and medically necessary; (iii) appropriate for the specific patient; (iv) cost-effective; and (v) neither experimental nor investigational. Our business would be materially adversely affected if we do not receive coverage and adequate reimbursement of DaxibotulinumtoxinA for Injection for therapeutic indications from private insurers on a timely or satisfactory basis. No uniform policy for coverage and reimbursement for products exists among third-party payors in the U.S.; therefore, coverage and reimbursement for products can differ significantly from payor to payor. Further, coverage under certain government programs, such as Medicare and Medicaid, may not be available for certain of our product candidates. As a result, the coverage determination process will likely be a time-consuming and costly process, with
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no assurance that coverage and adequate reimbursement will be applied consistently or obtained in the first instance. Coverage policies and third-party payor reimbursement rates may change at any time. Even if favorable coverage and reimbursement status is attained for a product for which we receive regulatory approval, less favorable coverage policies and reimbursement rates may be implemented in the future. Our business could also be adversely affected if third-party payors limit the indications for which DaxibotulinumtoxinA for Injection will be reimbursed to a smaller patient set than we believe they are effective in treating.
In some foreign countries, particularly Canada and European countries, the pricing of prescription pharmaceuticals is subject to strict governmental control. In these countries, pricing negotiations with governmental authorities can take six to 12 months or longer after the receipt of regulatory approval and product launch. To obtain favorable reimbursement for the indications sought or pricing approval in some countries, we may be required to conduct a clinical trial that compares the cost-effectiveness of our products, including DaxibotulinumtoxinA for Injection, to other available therapies. If reimbursement for our product is unavailable in any country in which reimbursement is sought, limited in scope or amount, or if pricing is set at unsatisfactory levels, our business could be materially harmed.
If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization of any future products we develop.
We face an inherent risk of product liability lawsuits as a result of commercializing the RHA® Collection of dermal fillers, DaxibotulinumtoxinA for Injection, if approved, and as a result of the clinical testing of DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, or any other product candidates. For example, we may be sued if any product we develop allegedly causes injury or is found to be otherwise unsuitable during product testing, manufacturing, marketing or sale. Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability and a breach of warranties. Claims could also be asserted under state consumer protection acts. If we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities or be required to limit commercialization of our products. Even a successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in:Teoxane Agreement, including:
decreased demand for the RHA® Collectionscope of dermal fillers, DaxibotulinumtoxinA for Injection or any future product candidates or products we develop;rights granted under the Teoxane Agreement and other interpretation-related issues;
injurythe extent to which our reputationtechnology and significant negative media attention;processes infringe on intellectual property of Teoxane that is not subject to the Teoxane Agreement;
withdrawalthe sublicensing of clinical trial participants or cancellation of clinical trials;
costs to defend the related litigation;
a diversion of management’s timepatent and other rights under our resources;
substantial monetary awards to trial participants or patients;
regulatory investigations, product recalls, withdrawals or labeling, marketing or promotional restrictions;
loss of revenue;
an increase in product liability insurance premiums or an inability to maintain product liability insurance coverage;collaborative development relationships; and
the inabilityownership of inventions and know-how resulting from the development of intellectual property under the Teoxane Agreement.
If disputes over intellectual property that we have licensed prevent or impair our ability to maintain our current licensing arrangements on acceptable terms, we may be unable to successfully develop and commercialize the RHA® Collection of dermal fillers, DaxibotulinumtoxinA for Injectionaffected products or any other products we develop.product candidates.
Our inability to obtain and maintain sufficient product liability insurance at an acceptable cost and scope of coverageIf our efforts to protect against potential product liability claims could prevent or inhibit the commercialization ofour intellectual property related to DaxibotulinumtoxinA for Injection, the RHA® Collection of dermal fillers or any future products we develop. We currently carry product liability
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insurance covering our clinical trials. Although we maintain such insurance, any claim that may be brought against us could result in a court judgment or settlement incandidates, including an amount that is not covered, in whole or in part, by our insurance or that is in excess of the limits of our insurance coverage. Our insurance policies also have various exclusions and deductibles, and we may be subject to a product liability claim for which we have no coverage. We will have to pay any amounts awarded by a court or negotiated in a settlement that exceed our coverage limitations or thatonabotulinumtoxinA biosimilar, are not covered by our insurance, and we may not have, or be able to obtain, sufficient capital to pay such amounts. Moreover, in the future,adequate, we may not be able to maintain insurance coverage atcompete effectively.
We rely upon a reasonable cost or in sufficient amountscombination of patents, trade secret protection and confidentiality agreements to protect us against losses. If and when we obtain approval for marketingthe intellectual property related to DaxibotulinumtoxinA for Injection, we intend to expand our insurance coverage to include the sale of DaxibotulinumtoxinA for Injection as applicable; however, we may be unable to obtain this liability insurance on commercially reasonable terms.
If we are not successful in discovering, developing, acquiring and commercializing additional product candidates, our ability to expand our business and achieve our strategic objectives may be impaired.

Although a substantial amount of our effort has focused on the commercialization of the RHA® Collection of dermal fillers, and the continued clinical testing and working toward approval of DaxibotulinumtoxinA for Injection, our strategy also includes the discovery, development and commercialization of a portfolio of neuromodulator products for both aesthetic and therapeutic indications. We are seeking to do so through our internal research programs and may explore strategic collaborations for the development or acquisition of new products.
Even if we identify an appropriate collaboration or product acquisition, we may not be successful in negotiating the terms of the collaboration or acquisition, or effectively integrating the collaboration or acquired product into our existing business and operations. Moreover, we may not be able to pursue such opportunities if they fall within the non-compete provision of the Teoxane Agreement, which prohibits us from developing, manufacturing, marketing, selling, detailing or promoting any cross-linked hyaluronic acid dermal filler (other than the RHA® Collection of dermal fillers) in the U.S. during the term of the Teoxane Agreement. We have limited experience in successfully acquiring and integrating products and technologies into our business and operations, and even if we are able to consummate an acquisition or other investment, we may not realize the anticipated benefits of such acquisitions or investments. We may face risks, uncertainties and disruptions, including difficulties in the integration of the operations and services of these acquisitions. If we fail to successfully integrate collaborations, assets, products or technologies that we enter into or acquire, or if we fail to successfully exploit acquired product distribution rights and maintain acquired relationships with customers, our business could be harmed. Furthermore, we may have to incur debt or issue equity securities in connection with proposed collaborations or to pay for any product acquisitions or investments, the issuance of which could be dilutive to our existing shareholders. Identifying, contemplating, negotiating or completing a collaboration or product acquisition and integrating an acquired product or technology could significantly divert management and employee time and resources.
While DaxibotulinumtoxinA for Injection is in the clinical development stage, our onabotulinumtoxinA biosimilar, and allour development programs. Any disclosure to or misappropriation by third parties of our other potential product candidates remainconfidential proprietary information could enable competitors to quickly duplicate or surpass our technological achievements, thereby eroding our competitive position.
The strength of patents in the discoverybiotechnology and pharmaceutical field involves complex legal and scientific questions and can be uncertain. This uncertainty includes changes to the patent laws through either legislative or preclinical stage. Research programscourt action that may reinterpret existing law in ways affecting the scope or validity of issued patents. The evolving law relating to identify product candidates require substantial technical, financial and human resources, whetherpatent eligibility for patents related to our business may be relevant to the scope of protection available to us. The patent applications that we own or not any product candidates are ultimately identified. Our research programslicense may initially show promise in identifying potential product candidates, yet fail to yield product candidates for clinical development for many reasons,result in issued patents in the U.S. or foreign countries. Competitors and academic scientists in the field of cosmetics, pharmaceuticals, and neuromodulators have created a substantial amount of prior art, including scientific publications, patents and patent applications. Our ability to obtain and maintain valid and enforceable patents depends on whether the following:
differences between our technology and the research methodology usedprior art allow our technology to be patentable over the prior art. Even if the patents do successfully issue, third parties are challenging and may not be successful in identifying potential product candidates;
competitors may develop alternatives that render our product candidates obsoleteagain challenge the validity, enforceability or less attractive;
product candidates we develop may nevertheless be covered by third parties’scope of such issued patents or any other exclusive rights;
a product candidateissued patents we own or license, which may result in such patents being narrowed, invalidated or held unenforceable. For example, on further study be shownMay 2, 2019 our European Patent No. EP 2 490 986 B1 for “Methods and Systems For Purifying Non-Complexed Botulinum Neurotoxin” was opposed. On June 10, 2021, we successfully defended the patent in the European Patent Office with the patent being upheld with amendments to have harmful side effects or other characteristics that indicate it is unlikely to be effective or otherwise does not meet applicable regulatory criteria;
a product candidate may not be capable of being produced in commercial quantities at an acceptable cost, or at all;
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certain claims. The opponent appealed our successful opposition defense to the Board of Appeal of the European Patent Office. We subsequently filed an appeal to preserve our ability to use all arguments throughout the appeal process. Furthermore, even if our patents and applications are unchallenged, they may not adequately protect our intellectual property or prevent others from designing around our claims.
In addition, the patent laws of the U.S. provide procedures for third parties to challenge the validity of issued patents. Patents issued from applications filed after March 15, 2013 may be challenged by third parties using the post-grant review procedure which allows challenges for a number of reasons, including prior art, sufficiency of disclosure, and subject matter eligibility. Under the inter partes review procedure, any third party may challenge the validity of any issued U.S. Patent in the U.S. Patent and Trademark Office (“USPTO”) on the basis of prior art patents or printed publications. Because of a lower evidentiary standard in the USPTO compared to district courts, third parties may attempt to use the USPTO procedures to invalidate our patent claims that would not have been invalidated if first challenged by the third party as a defendant in a district court action. If the breadth or strength of protection provided by the patents and patent applications we hold or pursue with respect to DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar or any future product candidates is challenged, then it could threaten our ability to commercialize that product candidate, and could threaten our ability to prevent competitive products from being marketed. Further, if we encounter delays in our clinical trials, the period of time during which we could market DaxibotulinumtoxinA for Injection, or any future product candidates under patent protection would be reduced.
Since patent applications in the U.S. and most other countries are confidential for a period of time after filing, we cannot be certain that we were the first to either (i) file any patent application related to our product candidates or (ii) invent any of the inventions claimed in our patents or patent applications. Furthermore, for applications filed before March 16, 2013, or patents issuing from such applications, an interference proceeding can be provoked by a third party, or instituted by the USPTO to determine who was the first to invent any of the subject matter covered by the patent claims of our applications and patents. Under the current “first-to-file” system for deciding which party should be granted a patent when two or more patent applications are filed by different parties claiming the same invention, a third party that files a patent application in the USPTO before us could therefore be awarded a patent covering an invention of ours even if we made the invention before it was made by the third party.
Even where laws provide protection, costly and time-consuming litigation could be necessary to enforce, defend and determine the scope of our proprietary rights, and the outcome of such litigation would be uncertain. Moreover, any actions we may not be accepted as safebring to enforce our intellectual property against our competitors could provoke them to bring counterclaims against us. Some of our competitors have substantially greater intellectual property portfolios and effective by patients, the medical communityfinancial resources than we have. See Item 1A. “Risk Factors—If we infringe or third-party payors, if applicable; and
are alleged to infringe intellectual property rights of third parties, our business could be harmed” for more information.
We also rely on trade secret protection and confidentiality agreements to protect proprietary know-how that may potentially blocknot be patentable, processes for which patents may be difficult to obtain or enforce and any other elements of our entry into certain geographiesproduct development and manufacturing processes that involve proprietary know-how, information or make such entry economically impracticable.technology that is not covered by patents.
In an effort to protect our trade secrets and other confidential information, we require our employees, consultants, collaborators and advisers to execute confidentiality agreements upon the commencement of their relationships with us. These agreements require that all confidential information developed by the individual or made known to the individual by us during the course of the individual’s relationship with us be kept confidential and not be disclosed to third parties. These agreements, however, may not provide us with adequate protection against improper use or disclosure of confidential information, and these agreements may be breached. Adequate remedies may not exist in the event of unauthorized use or disclosure of our confidential information. A breach of confidentiality could significantly affect our competitive position. In addition, in some situations, these agreements may conflict with, or be subject to, the rights of third parties with whom our employees, consultants, collaborators or advisers have previous employment or consulting relationships. To the extent that our employees, consultants or contractors use any intellectual property owned by others in their work for us, disputes may arise as to the rights in any related or resulting know-how and inventions. Also, others may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets and other confidential information.
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If we failinfringe or are alleged to develop and successfully commercialize other product candidates,infringe intellectual property rights of third parties, our business could be harmed.*
Our research, development and commercialization activities may infringe or otherwise violate or be claimed to infringe or otherwise violate patents owned or controlled by other parties. Competitors in the field of cosmetics, pharmaceuticals and neuromodulators have developed large portfolios of patents and patent applications in fields relating to our business. For example, there are patents held by third parties that relate to treatment with neuromodulator products for indications we are currently developing. There may also be patent applications that have been filed but not published that, when issued as patents, could be asserted against us. These third parties could bring claims against us that would cause us to incur substantial expenses and, if successful against us, could cause us to pay substantial damages and/or we could be forced to stop or delay research, development, manufacturing or sales of the product or product candidate that is the subject of the suit. Further, if a patent infringement suit were brought against us, during the pendency of the litigation, we could be forced to stop or delay research, development, manufacturing or sales of the product or product candidate that is the subject of the suit.
As a result of patent infringement claims, or to avoid potential claims, we may choose or be required to seek licenses from third parties. These licenses may not be available on acceptable terms, or at all. Even if we are able to obtain a license, the license would likely obligate us to pay license fees or royalties or both, and the rights granted to us might be nonexclusive, which could result in our competitors gaining access to the same intellectual property. Ultimately, we could be prevented from commercializing a product based on our current or future prospectsindications, or be forced to cease some aspect of our business operations, if, as a result of actual or threatened patent infringement claims, we are unable to enter into licenses on acceptable terms.
There has been substantial litigation and other proceedings regarding patent and other intellectual property rights in the pharmaceutical industry. We have been and in the future may be harmedsubject to this type of litigation and our business will be more vulnerable to problems that we encounter in commercializing the RHA® Collectionthese types of dermal fillersproceedings. In October 2021, Allergan filed a complaint against us and in developing and commercializing DaxibotulinumtoxinA for Injection.
Our business involves the use of hazardous materials and we and our third-party manufacturers and suppliers must comply with environmental laws and regulations, which can be expensive and restrict how we do business.
Our sales, marketing, research and development and manufacturing activities and our third-party manufacturers’ and suppliers’ activities involve the controlled storage, use and disposal of hazardous materials owned by us, including botulinum toxin type A, a key componentABPS, one of our product candidates, and other hazardous compounds. We and our manufacturers and suppliers are subject to laws and regulations governing the use, manufacture, storage, handling and disposalmanufacturing sources of these hazardous materials. We are licensed with the CDC and with the California Department of Health, Food and Drug Branch for use of botulinum toxin and to manufacture both the active pharmaceutical ingredient and the finished product in topical and injectable dose forms. In some cases, these hazardous materials and various wastes resulting from their use are stored at our and our manufacturers’ facilities pending their use and disposal. We cannot eliminate the risk of contamination, which could cause an interruption of our commercialization efforts, research and development efforts and business operations, environmental damage resulting in costly clean-up and liabilities under applicable laws and regulations governing the use, storage, handling and disposal of these materials and specified waste products. Although we believe that the safety procedures utilized by us and our third-party manufacturers for handling and disposing of these materials generally comply with the standards prescribed by these laws and regulations, we cannot guarantee that this is the case or eliminate the risk of accidental contamination or injury from these materials. In such an event, we may be held liable for any resulting damages and such liability could exceed our resources and state or federal or other applicable authorities may curtail our use of certain materials and interrupt our business operations. Furthermore, environmental laws and regulations are complex, change frequently and have tended to become more stringent. We cannot predict the impact of such changes and cannot be certain of our future compliance.
We may use third-party collaborators to help us develop, validate or commercialize any new product candidates, and our ability to commercialize such product candidates could be impaired or delayed if these collaborations are unsuccessful.
We may continue to license or selectively pursue strategic collaborations for the development, validation and commercialization of DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, hyaluronic acid filler products, and any future product candidates. For instance, in February 2018, we and Viatris entered into the Viatris Collaboration, as amended in August 2019, pursuant to which we and Viatris are collaborating exclusively, on a world-wide basis (excluding Japan), to develop, manufacture and commercialize our onabotulinumtoxinA biosimilar product candidate. In December 2018, we and Fosun entered into the Fosun License Agreement pursuant to which we have granted Fosun the exclusive rights to develop and commercialize DaxibotulinumtoxinA for Injection, in the Fosun Territory and certain sublicense rights. In addition, we entered intoU.S. District Court for the Teoxane Agreement in January 2020, as amended in September 2020, pursuant to which Teoxane granted us the exclusive right to import, market, promote, sell and distribute the RHA® Pipeline Products in the U.S., its territories and possessions. In any third-party collaboration, we are dependent upon the successDistrict of Delaware, alleging infringement of the collaboratorsfollowing patents assigned and/or licensed to perform their responsibilities with continued cooperation. Our collaboratorsAllergan, U.S. Patent Nos. 11,033,625; 7,354,740; 8,409,828; 11,124,786; and 7,332,567. On November 3, 2021, we filed a motion to dismiss. Allergan filed an amended complaint on November 24, 2021, reasserting the patents in its original Complaint and adding U.S. Patent No. 11,147,878. We filed another motion to dismiss in December 2021, and on July 7, 2022 the Magistrate Judge ruled the motion to dismiss should be denied. On August 4, 2022, we filed an objection to the Magistrate Judge’s ruling, but we cannot be certain of what the outcome of that objection will be. See “Part I—Item 3. Legal Proceedings” for more information. We may not cooperate with us or perform their obligations under our agreements with them. We cannot control the amount and timing of our collaborators’ resources that will be devoted to performing their responsibilities under our agreements with them. Our collaborators may choose to pursue alternative technologies in preference to those being developed in collaboration with us. The development, validation and commercialization of our product candidates will be delayed if collaborators fail to conduct their responsibilities in a timely manner or in accordance with applicable regulatory requirements or if they breach or terminate their collaboration agreements with us.
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Disputes with our collaborators could also impair our reputation or result in development delays, decreased revenues and litigation expenses. Our collaboration with Viatris is for the development of an onabotulinumtoxinA biosimilar, which is subject to risks inherent with the relatively short history of biosimilar product approvals in the U.S. In February 2019, we and Viatris participated in a BIAM with the FDA to discuss the feasibility of a 351(k) onabotulinumtoxinA biosimilar submission and the necessary development pathway for an onabotulinumtoxinA biosimilar product candidate. We have begun the continuation phase of the onabotulinumtoxinA biosimilar program and are moving forward with characterization and product development work. While we believe that a pathway is viable, the successful development and commercialization of an onabotulinumtoxinA biosimilar product in any approved indications of BOTOX® or BOTOX Cosmetic® would be subject to FDA requirements that would need to be assessed by us and Viatris in determining the development of an onabotulinumtoxinA biosimilar product candidate. Even if successfully developed, an onabotulinumtoxinA biosimilar product would be subject to similar commercial risks asprevented from commercializing DaxibotulinumtoxinA for Injection.
Significant disruptions of information technology systems or security breaches could materially adversely affect our business, our reputation, our customer relationships, results of operations and financial condition.
We collect and maintain information in digital form that is necessary to conduct our business, and we are increasingly dependent on information technology systems and infrastructure to operate our business. In the ordinary course of our business, we collect, store and transmit confidential information, including intellectual property, proprietary business information, and personally identifiable information (“personal information”). It is critical that we do so in a secure manner to maintain the confidentiality and integrity of such confidential information. We have established physical, electronic and organizational measures to safeguard and secure our systems to prevent a data compromise, and rely on commercially available systems, software, tools, and monitoring to provide security for our information technology systems and the processing, transmission and storage of digital information. We have also outsourced elements of our information technology infrastructure, andInjection as a result of Allergan’s lawsuit against us, which would have a number of third-party vendors maymaterial adverse effect on our ability to generate revenue. In addition, if we are found to infringe upon these patents, other patents or could have accessother intellectual property rights, or if we fail to our confidential information. Our internal information technology systems and infrastructure, and those of our current and any future collaborators, contractors and consultants andobtain or renew a license under a patent or other intellectual property right from Allergan or other third parties, onor if a third party that we are licensing technologies from is found to infringe upon a patent or other intellectual property rights of another third party, we may be required to pay damages, halt or delay commercialization, suspend the manufacture of our products or reengineer or rebrand our products, if feasible, re-design the manufacturing process for our products, which we rely, are vulnerable to damage from computer viruses, malware, natural disasters, terrorism, war, telecommunicationwould require FDA review and electrical failures, cyber-attackscould halt or cyber-intrusions over the Internet, attachments to emails, persons inside our organization,delay commercialization, or persons with access to systems inside our organization. Because the techniques used to obtain unauthorized access or to sabotage systems change frequently and often are not identified until they are launched against a target, we may be unable to anticipate these techniquesenter certain new product markets.
In addition to infringement claims against us, we may become a party to other patent litigation and other proceedings, including interference, derivation or post-grant proceedings declared or granted by the USPTO and similar proceedings in foreign countries, regarding intellectual property rights with respect to implement adequate preventative measures. Weour current or future products. The cost to us of any patent litigation or other proceeding, even if resolved in our favor, could be substantial. Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their substantially greater financial resources. Patent litigation and other proceedings may also experience unauthorized, accidental or unlawful destruction, loss, alteration, disclosure of, or access to, data, systems, networks, infrastructure and facilities (“security breaches”) that may remain undetected for extended periods of time. Security breaches can be difficult to detect and any delay in identifying them could increase their harm. While we have implemented security measures to protect our data security and information technology systems, the recovery systems, security protocols, network protection mechanismsabsorb significant management time, financial and other security measures that we have integrated into our systems,resources. Uncertainties resulting from the Fintech Platform, systems, networks,initiation and physical facilities, which are designed to protect against, detect and minimize security breaches, may not be adequate to prevent or detect service interruption, system failure, data access, data losscontinuation of patent litigation or other types of security breach. Third parties may also exploit vulnerabilitiesproceedings could impair our ability to compete in or obtain unauthorized access to, platforms, systems, networks and/or physical facilities used by our vendors. In addition, our work from home policy implemented in response to the COVID-19 pandemic could increase our cyber security risk, create data accessibility concerns,marketplace and make us more susceptible to communication disruptions. U.S. and international authorities have been warning businesses of increased cybersecurity threats from actors seeking to exploit the COVID-19 pandemic. Any such security breaches could disrupt our operations, harmnegatively impact our reputation or otherwiseand stock price. The occurrence of any of the foregoing could have a material adverse effect on our business, financial condition andor results of operations.
The risk of a security breachWe may become involved in lawsuits or disruption, particularly through cyber-attacksadministrative proceedings to protect or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. In addition, the Fintech Platform operates in an industry that is prone to cyber-attacks and the prevalent use of mobile devices that access confidential information increases the risk of security breaches, which could lead to the loss ofenforce our or our customers’ data, confidential informationpatents or other intellectual property. The costsproperty or the patents of our licensors, or to us to mitigate network security problems, bugs, viruses, worms, malicious software programs and security vulnerabilitieschallenge patent claims of third party patents which could be significant,expensive and while we have implemented security measures to protect our data security and information technology systems, our efforts to address these problems may not be successful, and these problems could result in unexpected interruptions, delays, cessation of service and other harm to our
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business and our competitive position. If such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our product development programs. For example, the loss or compromise to the integrity of clinical study data from completed or ongoing or planned clinical studies could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. In addition, where cardholder data is compromised, we might be responsible for payment of network fines levied pursuant to payment network rules and regulations.
Moreover, if a security breach affects our systems, corrupts our data or results in the unauthorized disclosure or release of personal information, our reputation could be materially damaged. In addition, federal, state and local governments and agencies in the United States and many countries around the world, including the member states of the EEA, have adopted laws and regulations concerning the collection, use, adaptation, alteration, combination, maintenance, recording, organization, structuring, storage, retrieval, consultation, disclosure, protection, restriction, erasure, destruction and the performance of other operations (collectively the “processing”) of personal information of individuals (including patients, consumers, employees, and professionals) who reside in the United States and these other countries (generally, “privacy laws”). Additionally, United States and foreign laws and regulations, including laws in every U.S. state, and laws in the member states of the EEA, may require notification to governmental agencies, supervisory authorities, credit reporting agencies, the media, or individual data subjects, in the event the company suffers a security breach that exposes personal information processed by or on behalf of the company (“breach notification laws”). For example, privacy laws such as the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), U.S. state breach notification laws, and the EU General Data Protection Regulation (EU) 2016/679 together with implementing or supplementary legislation of member states of the EEA (collectively, the “GDPR”) all have significant obligations with respect to processing personal information, as well as obligations related to notifications in the event of certain unauthorized disclosures, access, loss, alteration or destruction of personal information.
In the event of a security breach affecting personal information we could also be exposed, pursuant to these privacy laws and breach notification laws, to a risk of financial loss, regulatory enforcement measures, penalties, and fines, as well as third-party indemnification claims or litigation, and potential civil or criminal liability, which could materially adversely affect our business, results of operations and financial condition. Further, unauthorized access to the Fintech Platform, systems, networks, or physical facilities, could result in litigation with Fintech Platform customers, Fintech Platform customers’ end-users, or other relevant stakeholders. Any of these proceedings could force us to spend money in defense or settlement, divert management’s time and attention, increase our costs of doing business, or adversely affect our reputation and the reputation of the Fintech Platform. We could be required to fundamentally change the business activities and practices of the Fintech Platform or modify its products and/or platform capabilities in response to such litigation, which could have an adverse effect on our business. If a security breach were to occur, and the confidentiality, integrity or availability of our data or the data of our or the Fintech Platform customers or its customers’ end-users was disrupted, we could incur significant liability, or the Fintech Platform, systems or networks may be perceived as less desirable, which could negatively affect our business and damage our reputation. Any of the foregoing circumstances may have a material adverse effect on our business and our results of operations as a result.
In addition to the obligations arising from the breach notification laws, we also have contractual and legal obligations to notify relevant stakeholders, including certain customers and partners, of security breaches. Such mandatory disclosures are costly, could lead to negative publicity, may cause our customers to lose confidence in the effectiveness of our security measures and require us to expend significant capital and other resources to respond to and/or alleviate problems caused by the actual or perceived security breach. A security breach may result in a breach of Fintech Platform customer contracts or agreements with third party service providers. Our agreements with certain customers or third party service providers may require us to use industry-standard, reasonable measures, or measures otherwise mandated by law to safeguard personal information or confidential information. A security breach could lead to claims by our customers, their end-users, or other relevant stakeholders that we have failed to comply with such legal or contractual obligations. As a result, we could be subject to legal action or our customers or third party service providers could end their relationships with the Fintech Platform. There can be no assurance that the limitations of liability in our contracts would be enforceable or adequate or would otherwise protect us from liabilities or damages.
Changes in and failures to comply with U.S. and foreign privacy laws and standards may adversely affect our business, operations and financial performance.
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As stated above, we are subject to or affected by numerous federal, state and foreign privacy laws, as well as regulatory guidance, governing the processing of personal information, such as information that we collect about patients and healthcare providers in connection with clinical trials in the U.S. and abroad. This global privacy law and regulatory guidance landscape is rapidly evolving, and implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future. This evolution may create uncertainty in our business, affect our or our vendors’ ability to operate in certain jurisdictions or to collect, store, transfer, use, share and otherwise process personal information, necessitate the acceptance of more onerous obligations in our contracts, result in liability, or impose additional costs on us. The cost of compliance with these laws, regulations and standards is high and is likely to increase in the future. Any failure or perceived failure by us to comply with federal, state or foreign privacy laws, our internal policies and procedures, or our contracts governing our processing of personal information could result in negative publicity, diversion of management time and effort, and proceedings against us by governmental entities or others. In many jurisdictions, enforcement actions and consequences for noncompliance are rising.
In the U.S., HIPAA imposes, among other things, certain standards and obligations on covered entities including certain healthcare providers, health plans and healthcare clearinghouses, as well as their respective business associates and their subcontractors that create, receive, maintain, or transmit individually identifiable health information for or on behalf of a covered entity relating to the privacy, security, transmission and breach reporting of individually identifiable health information. Certain states have also adopted comparable privacy and security laws and regulations, some of which may be more stringent than HIPAA. We may become subject to new privacy laws or cybersecurity regulations. Such laws and regulations could affect our ability to process personal information (in particular, our ability to use certain data for purposes such as risk or fraud avoidance, marketing or advertising), our ability to control our costs by using certain vendors or service providers, or impact our ability to offer certain services in certain jurisdictions. For example, the California Consumer Privacy Act became effective on January 1, 2020 and its applicable regulations are being implemented in waves by the California Attorney General, including additional regulations that were finalized in March of 2021 (“CCPA”). Further, in November 2020, California voters passed a ballot initiative called the California Privacy Rights Act (“CPRA”) that further amends and expands the CCPA and which will have additional regulations all of which become effective January 2023 (the CCPA collectively the Act and its regulations and CPRA and their applicable regulations are referred to hereafter as, “CCPA”). The CCPA establishes a privacy framework for covered businesses, including an expansive definition of personal information and data privacy rights for California residents. The CCPA includes a framework with potentially severe statutory damages and private rights of action and requires installation of the first U.S. authority solely dedicated to privacy enforcement, the California Privacy Protection Agency. The CCPA requires covered companies to provide new disclosures to California consumers (as that word is broadly defined in the CCPA), provide such consumers new ways to opt-out of certain sales of personal information, and allow for a new cause of action for data breaches. As we expand our operations, the CCPA will likely impact our business activities and may increase our compliance costs and potential liability. If we fail to comply with the CCPA, including all of the various and recent waves of its implementing regulations and amendments, we may face significant fines and penalties that could adversely affect our business, financial condition and results of operations. Other states are beginning to pass similar laws., and some observers have noted that the CCPA could mark the beginning of a trend toward more stringent privacy legislation in the U.S., which could increase our potential liability and adversely affect our business. Such laws and regulations will be subject to interpretation by various courts and other governmental authorities, thus creating potentially complex compliance issues for us and our future customers and strategic partners.
Because data security is a critical competitive factor in the payments processing industry, there are statements in the Fintech Platform privacy policies and terms of service, its certifications to privacy standards, and its marketing materials, describing the security of the Fintech Platform, including descriptions of certain security measures it employs. Should any of these statements be untrue, become untrue, or be perceived to be untrue, even if through circumstances beyond our reasonable control, we may face claims, including claims of unfair or deceptive trade practices, brought by the U.S. Federal Trade Commission, state, local regulators or private litigants. In the event that we are subject to HIPAA, the CCPA, or other U.S. privacy laws, any liability from failure to comply with the requirements of these laws could adversely affect our financial condition.
Our operations abroad may also be subject to increased scrutiny or attention from data protection authorities. Many countries in these regions have established or are in the process of establishing privacy laws with which we, our customers, and our vendors must comply. For example, member states of the EEA have adopted the GDPR, which went into effect in May 2018 and introduces strict requirements for processing the personal information of data subjects in the EEA, including
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clinical trial data. The GDPR requires the following: establishing a legal basis for processing personal information; creating obligations for controllers and processors to appoint data protection officers in certain circumstances; increasing transparency obligations to data subjects for controllers (including presentation of certain information in a concise, intelligible and easily accessible form about how their personal information is used and their rights vis-à-vis that data and its use); introducing the obligation to carry out so-called data protection impact assessments in certain circumstances; establishing limitations on collection and retention of personal information through ‘purpose,’ ‘data minimization’ and ‘storage limitation’ principles; establishing obligations to implement ‘privacy by design’; introducing obligations to honor increased rights for data subjects (such as rights for individuals to be ‘forgotten,’ rights to data portability, rights to object etc. in certain circumstances); formalizing a heightened and codified standard of data subject consent; establishing obligations to implement certain technical and organizational safeguards to protect the security and confidentiality of personal information; introducing obligations to agree to certain specific contractual terms and to take certain measures when engaging third party processors and joint controllers; introducing the obligation to provide notice of certain significant security breaches to the relevant supervisory authority(ies) and affected individuals; and mandating the appointment representatives in the European Union in certain circumstances.
The processing of ‘special categories of personal data’, such as data concerning health, biometric data used for unique identification purposes and genetic information imposes heightened compliance burdens under the GDPR and is a topic of active interest among foreign regulators. The GDPR increases our obligations with respect to clinical trials conducted in Europe by expressly expanding the definition of personal information to include ‘pseudonymized’ or key-coded data and requiring changes to informed consent practices and more detailed notices for clinical trial subjects and investigators. The GDPR also provides that EEA member states should make their own further laws and regulations to introduce specific requirements related to the processing of ‘special categories of personal data,’ as well as personal information related to criminal offences or convictions. This fact may lead to greater divergence on the law that applies to the processing of such data types across the EEA, compliance with which, as and where applicable, may increase our costs and could increase our overall compliance risk.
In addition, the GDPR provides for robust regulatory enforcement and greater penalties for noncompliance than previous data protection laws, including fines of up to €20 million or 4 percent of the annual global revenue of the noncompliant company for the preceding financial year, whichever is greater. In addition to administrative fines, a wide variety of other potential enforcement powers are available to competent supervisory authorities in respect of potential and suspected violations of the GDPR, including extensive audit and inspection rights, and powers to order temporary or permanent bans on all or some processing of personal information carried out by non-compliant actors. The GDPR also confers a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies, and obtain compensation for damages resulting from violations of the GDPR.
European data protection laws, including the GDPR, generally restrict the transfer of personal information from Europe, including the EEA, United Kingdom and Switzerland, to the United States and most other countries unless the parties to the transfer have implemented specific safeguards to protect the transferred personal information. One of the primary safeguards allowing U.S. companies to import personal information from Europe had been certification to the EU-U.S. Privacy Shield and Swiss-U.S. Privacy Shield frameworks administered by the U.S. Department of Commerce. However, the EU-U.S. Privacy Shield was invalidated in July 2020 by the Court of Justice of the European Union (“CJEU”) in a case known colloquially as “Schrems II.” Following this decision, the Swiss Federal Data Protection and Information Commissioner (the “FDPIC”), announced that the Swiss-U.S. Privacy Shield does not provide adequate safeguards for the purposes of personal information transfers from Switzerland to the United States. While the FDPIC does not have authority to invalidate the Swiss-U.S. Privacy Shield regime, the FDPIC’s announcement casts doubt on the viability of the Swiss-U.S. Privacy Shield as a future compliance mechanism for Swiss-U.S. data transfers.
The CJEU’s decision in Schrems II also raised questions about whether one of the primary alternatives to the EU-U.S. Privacy Shield, namely, the European Commission’s Standard Contractual Clauses, can lawfully be used for personal information transfers from Europe to the United States or other third countries that are not the subject of an adequacy decision of the European Commission. While the CJEU upheld the adequacy of the Standard Contractual Clauses in principle in Schrems II, it made clear that reliance on those Clauses alone may not necessarily be sufficient in all circumstances. Use of the Standard Contractual Clauses must now be assessed on a case-by-case basis taking into account the legal regime applicable in the destination country, in particular regarding applicable surveillance laws and relevant rights of individualstime-consuming.*
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Competitors may infringe upon our intellectual property, including our patents or the patents of our licensors. As a result, we may in the future be required to file infringement claims to stop third-party infringement or unauthorized use of our own or licensed intellectual property. This can be expensive, particularly for a company of our size, and time-consuming. In addition, in an infringement proceeding, a court may decide that a patent of ours is not valid or is unenforceable, or may refuse to stop the other party from using the technology at issue on the grounds that our patent claims do not cover its technology or that the factors necessary to grant an injunction against an infringer are not satisfied. An adverse determination of any litigation or other proceeding could put one or more of our patents at risk of being invalidated or interpreted narrowly and could put our patent applications at risk of not issuing.
Interference, derivation, inter partes review, post-grant review or other proceedings brought at the USPTO may be necessary to determine the priority or patentability of inventions with respect to our patents or patent applications or those of our licensors or collaborators, or those of our competitors. For example, On July 1, 2021, we filed two petitions (IPR2021-01203 and IPR2021-01204) requesting inter partes review (“IPR”) of Medy-Tox, Inc.'s (“Medy-Tox”) U.S. Patent No. 9,480,731, titled “Long Lasting Effect of New Botulinum Toxin Formulations.” In 2013, Medy-Tox had exclusively licensed its technology covered by this patent to Allergan plc, which subsequently was acquired by AbbVie. On September 8, 2021, Medy-Tox announced that its exclusive technology transfer agreement with AbbVie was terminated and rights for Medy-Tox’s technology covered by the transferred data.patent would be returned to Medy-Tox. On January 19, 2022, the USPTO Trial and Appeal Board denied institution of the IPRs, and on February 18, 2022, we filed a motion for a rehearing of the decision. On August 4, 2022 our motion was denied, which concluded the IPR proceedings. Although the IPR proceedings were not successful, we continue to take appropriate measures to defend our patent position, which may include future IPR proceedings, litigation or other USPTO proceedings, any of which may fail or may be invoked against us by third parties.Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation or other proceedings, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation or proceeding. In addition, during the contextcourse of any given transfer, wherethis kind of litigation or proceeding, there could be public announcements of the legal regime applicableresults of hearings, motions or other interim proceedings or developments or public access to related documents. If investors perceive these results to be negative, the market price for our common stock could be significantly harmed.
We may not be able to protect our intellectual property rights throughout the world.
Filing, prosecuting and defending patents on product candidates in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the U.S. can be less extensive than those in the destination countryU.S. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the U.S. and in some cases may even force us to grant a compulsory license to competitors or does conflictother third parties. Consequently, we may not be able to prevent third parties from practicing our inventions in all countries outside the U.S., or from selling or importing products made using our inventions in and into the U.S. or other jurisdictions. Competitors may use our technologies to develop their own products in jurisdictions where we have not obtained patent protection and further, may export otherwise infringing products to territories where we have patent protection, but where enforcement is not as strong as that in the U.S. These products may compete with our products and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing. Periodically, we may review the intended operationpatents and patent applications we have pending throughout the world and decide to abandon one or more of them if we determine such patents or applications would not make a strategic contribution to our business. Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the Standard Contractual Clauses and/enforcement of patents and other intellectual property protection, particularly those relating to biotechnology, which could make it difficult for us to stop the infringement of our patents or applicable European law,marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate and the decision in Schrems II and subsequent draft guidancedamages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the European Data Protection Board,intellectual property that we develop or EDPB, would require the parties to that transfer to implement certain supplementary technical, organizational and/or contractual measures to rely on the Standard Contractual Clauses as a compliant ‘transfer mechanism.’ However, the aforementioned draft guidance from the EDPB on such supplementary technical, organizational and/or contractual measures appears to conclude that no combinationlicense.
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As such, if we are unable to implement a valid solution for personal information transfers from Europe, including, for example, obtaining individuals’ explicit consent to transfer their personal information from Europe to the United States or other countries, we will face increased exposure to regulatory actions, substantial fines and injunctions against processing personal information from Europe. Inability to import personal information from the EEA, United Kingdom or Switzerland may also restrict our clinical trials activities in Europe; limitIn addition, our ability to collaborateprotect and enforce our intellectual property rights may be adversely affected by unforeseen changes in domestic and foreign intellectual property laws.
Use of “open source” software for the Fintech Platform could adversely affect our ability to provide the Fintech Platform and subject us to possible claims.
The Fintech Platform incorporates open source software and we expect to continue to use open source software in the future. We may face claims from others claiming ownership of open source software, or seeking to enforce the terms of, an open source license, including by demanding release of the open source software or derivative works thereof, or of our proprietary source code associated with contract research organizations as well as other service providers, contractors and other companies subject to European data protection laws; andsuch open source software. These claims could also result in litigation, require us to increasepurchase a costly license or require us to devote additional research and development resources to change the Fintech Platform, any of which would have a negative effect on our data processing capabilities in Europe at significant expense. Additionally, other countries outside of Europe have enacted or are considering enacting similar cross-border data transfer restrictions and laws requiring local data residency, which could increase the cost and complexity of delivering our servicesbusiness and operating our business. The type of challengesresults. In addition, if the license terms for the open source software we face in Europe will likely also arise in other jurisdictions that adopt laws similar in construction to the GDPR or regulatory frameworks of equivalent complexity.
As we continue to expand into other foreign countries and jurisdictions,utilize changes, we may be subjectforced to reengineer the Fintech Platform or incur additional lawscosts. Although we have implemented policies to regulate the use and regulationsincorporation of open source software into the Fintech Platform, we cannot be certain that may affect how we conduct business. It is possible thathave not incorporated open source software in the GDPR, CCPA or other laws and regulations relating to privacy and data protection may be interpreted and appliedFintech Platform in a manner that is inconsistent from jurisdictionwith such policies.
Any failure to jurisdictionprotect intellectual property rights associated with the Fintech Platform could impair our ability to protect the proprietary technology and brand of the Fintech Platform.*
We have five issued patents and 22 pending patent applications related to theFintech Platform as of July 7, 2022. However, there is no guarantee that the pending patent applications will result in issued patents, or inconsistentthat the issued patents will ultimately be determined to be valid and enforceable. We also have three pending trademark applications in the United States, one pending trademark application in Australia, and one pending trademark application in Canada related to theFintech Platform. We primarily rely on copyright, trade secret and trademark laws, trade secret protection and confidentiality or other protective agreements with our current policiesemployees, customers, partners and practicesothers to protect the intellectual property rights associated with theFintech Platform. However, the steps we take to protect those intellectual property rights may be inadequate to prevent others from competing with theFintech Platform.
To protect the intellectual property rights associated with theFintech Platform, we may be required to spend significant resources to monitor, protect and complianceenforce these rights. Litigation brought to protect and enforce those intellectual property rights could be costly, time-consuming and distracting to management, and could result in the impairment or loss of portions of such intellectual property. Furthermore, our efforts to enforce the intellectual property rights associated with such lawstheFintech Platform may be met with defenses, counterclaims and regulationscountersuits attacking the validity and enforceability of those intellectual property rights. Our failure to secure, protect and enforce the intellectual property rights associated with theFintech Platform could require us to changeadversely affect theFintech Platform brand and adversely affect our business practices and compliance procedures in a manner adverse to our business. We cannot guarantee that we are in compliance with all such applicable data protection laws and regulations as they are enforced now or as they evolve.


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Risks Related to the Fintech Platform
If we are not able to increase the use and adoption of OPUL™ and maintain and enhance its brand, then we may not realize the anticipated benefits of the HintMD Acquisition.*

In October 2021, we announced the commercial launch of OPUL™ and made it generally available.its general availability. OPUL™ is a registered PayFac. As a PayFac, OPUL™ earns revenue by charging fees for completing payment transactions and other payment-related services based on the volume of activity processed on the platform. Although OPUL™ has launched, it has only been installed in limited accounts and HintMD customers will need to be transitioned from the HintMD Platform to OPUL™. In order to increase revenue generated by the Fintech Platform, we need to expand the customer base significantly and maintain the HintMD Platform until we can transition HintMD Platform customers to OPUL™ successfully. We have limited experience operating as a PayFac, and practicesPayFac. Practices and their patient customers may experience issues as a result of performance problems associated with the transition to OPUL™ and may not be satisfied with the OPUL™ experience in comparison to the HintMD Platform experience. If practices and their patient customers do not continue to utilize the HintMD Platform through the transition, OPUL™ is not widely adopted by new customers or new customers to OPUL™ are not satisfied with their experience, then our ability to expand and deepen aesthetic customer relationships and expectations for revenue growth and additional marketing opportunities through OPUL™ will not be achieved.
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We believe that maintaining and enhancing the Fintech Platform reputation as a differentiated payments processing platform serving the medical aesthetic industry is critical to our relationship with the existing customers of the Fintech Platform and our ability to attract new customers, and may also result in the generation of new aesthetic product customers for Revance. The successful promotion of the Fintech Platform's brand attributes will depend on a number of factors, including our ability to: target and have OPUL™ adopted by premier accounts; increase loyalty between practices and patients; continue to develop high-quality software; successfully differentiate OPUL™ from competitive products and services; fund and achieve success in sales and marketing effortsefforts; and successfully transition practices from the HintMD Platform to OPUL™.

The transition of practices from the HintMD Platform to OPUL™, product enhancements, andthe continued development of OPUL™ and the promotion of OPUL™ will require us to make substantial expenditures, andexpenditures. Further, we anticipate that the expenditures will increase as we seek to expand OPUL™. Although OPUL™ was launched in October 2021, weWe may not have sufficient funds to defer or reduce expenses associated withsuccessfully complete these activities in order to reduce costs pending the potential approval of DaxibotulinumtoxinA for Injection.product development and marketing activities. In addition, to the extent that these activities generate increased revenue, this revenue may not offset the expenses we incur. If we do not successfully maintain and enhance the Fintech Platform offerings, it could lose customers or fail to attract potential new customers. As a result, we may not generate meaningful revenue from the Fintech Platform, which could adversely affect our business, results of operations and financial condition, or we may not realize the anticipated benefits from the HintMD Acquisition.

The HintMD Acquisition may result in significantimpairment charges or other liabilitiesfrom the recording of goodwill and intangible assets that could adversely affect our financial results.
Our financial results may be adversely affected by cash expensesimpairment charges from the recording of goodwill and non-cash accounting chargesintangible assets incurred in connection with the HintMD Acquisition and our continued integration of the business and operations of HintMD.Acquisition. The amount and timing of these possible charges are not yet known. If such assets are found to be impaired, they will be written down to their estimated fair value, with a charge against earnings. Further, our failure to identify or accurately assess the magnitude of certain liabilities or necessary technology investments we are assuming as a result of the HintMD Acquisition could result in unexpected litigation or regulatory exposure, unfavorable accounting charges, unexpected increases in taxes due, a loss of anticipated tax benefits or other adverse effects on our business, operating results or financial condition.
Interruptions or performance problems associated with the Fintech Platform technology, infrastructure or service offerings may adversely affect our business and operating results.
The continued growth of the Fintech Platform depends in part on the ability of users to access the Fintech Platform at any time and within an acceptable amount of time. The Fintech Platform is proprietary, and it relies on the expertise of members of engineering, operations and software development teams for its continued performance. Disruptions to these departments and functions, some of which are outsourced, could result in product feature and enhancement delays and interruptions to or performance problems associated with the Fintech Platform. For example, the Fintech Platform contracts with engineers located in Ukraine who may be adversely impacted by the conflict between Russia and Ukraine, which in turn may delay some product development efforts and the delivery of product and feature enhancements. In addition, we depend on external data centers, such as Amazon’s AWS, to host the Fintech Platform applications and have integrated third-party
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services that we rely upon as critical components of the Fintech Platform application. We do not control the operation of these facilities. The Fintech Platform has experienced minor disruptions, outages and performance problems in the past, and may in the future experience disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, delays in scaling of the technical infrastructure (such as if we do not maintain enough excess capacity or accurately predict the infrastructure requirements of the Fintech Platform), capacity constraints due to an overwhelming number of users accessing the Fintech Platform simultaneously, and denial-of-service or other cyber-attacks or other security-related incidents. In some instances,we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. It may become increasingly difficult to maintain and improve the performance of the Fintech Platform, especially during peak usage times, and as the Fintech Platform becomes more complex and its user traffic increases. As a result, the Fintech Platform may become unavailable or users may be unable to access the Fintech Platform within a reasonable amount of time. In the event of any of the factors described above, or certain other failures of our infrastructure or that of third-parties we rely on, user data may be permanently lost. If the Fintech Platform experiences significant periods of service downtime in the future, we may be subject to claims by users of the Fintech Platform. To the extent that we do not effectively address capacity constraints,
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upgrade our systems as needed, continually develop our technology and network architecture to accommodate actual and anticipated changes in technology and efficiently resolve interruptions or performance problems with the Fintech Platform, existing relationships with practices would be adversely affected and the Fintech Platform brand could be harmed. In addition to technological and infrastructure problems, if customers of the Fintech Platform experience other issues or are unsatisfied with the service offerings or operations of the Fintech Platform, this could result in poor relationships with practices and reputational harm to OPUL™. Poor and, as a result, poor customer relations and reputational harm to the Fintech Platform as one of Revance's aesthetic product offerings, could negatively impact Revance’s brand and its relationships with aesthetic product customers.Revance.
The business and growth of the Fintech Platform depend in part on the success of its strategic relationships with third parties, including payments partners, platform partners and technology partners and potentially aesthetics manufacturers.*partners.
We depend on, and anticipate that we will continue to depend on, various third-party relationships in order to sustain and grow the Fintech Platform. We are highly dependent upon partners for certain critical features and functionality of the Fintech Platform, including secure data centers, a sponsor bank and third-party payment processors.
We depend on hardware providers and third-party processing partners to perform payment processing services to make the Fintech Platform work. For example, we rely on Fiserv to provide the payment gateway services that enables the Fintech Platform to process payments, and if Fiserv is unable to continue to supply processing for the Fintech Platform, the performance of the Fintech Platform system could be adversely affected and its growth would be limited. ItsThe Fintech Platform's processing partners and suppliers may go out of business or otherwise be unable or unwilling to continue providing such services, which could significantly and materially reduce its payments revenue and disrupt its business. In addition, users of the Fintech Platform may be subject to quality issues related to its third-party processing partners or it may become involved in contractual disputes with its processing partners, both of which could impact the Fintech Platform's and Revance's reputation and adversely impact customer relationships and the Fintech Platform's ability to generate revenue.
If we were no longer able to use our current third-party processing partners, we may be required to migrate to other third-party payment partners in the future. The initiation of these relationships and the transition from one relationship to another could require significant time and resources, and establishing these new relationships may be challenging. Further, any new third-party payment processing relationships may not be as effective, efficient or well received by users of the Fintech Platform, nor is there any assurance that we will be able to reach an agreement with such processing partners. Contracts with such processing partners may be less economically beneficial to us than existing relationships. In addition, for pricing, technological or other reasons, existing customers may not agree to migrate to a new payments provider, which may reduce the Fintech Platform customer base and decrease the profitability of the Fintech Platform.
In addition to a third-party payment processor, another payment partner required for OPUL™ to act as a PayFac is an acquiring bank that is a member of the payment networks. The acquiring bank acquires and settles funds on behalf of its customers. The acquiring bank may change their underwriting criteria such that continued use of the acquiring bank would render OPUL™ processing services unprofitable, the acquiring bank may itself encounter difficulties unrelated to OPUL™ or payment network rules may be amended rendering the acquiring bank incapable of processing for OPUL™ customers.
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Any of these occurrences could interfere with the ability of OPUL™ to secure effective and profitable payment processing services for its customers, which would disrupt the OPUL™ business, increase its expenses and impact the services it could provide to its customers.
In addition, failure of these or any of our technology providers to maintain, support or secure their technology platforms in general, and integrations in particular, or errors or defects in their technology, could materially and adversely impact customer relationships, damage the OPUL™ reputation and brand, and harm the business of the Fintech Platform. In addition, any failure by the software provided by the Fintech Platform third party vendors may cause us to fail to comply with applicable laws and regulations and could expose us to regulatory, financial, or reputational risk. The Fintech Platform third-party partners may also suffer disruptions or weakness in their businesses, including those that require changes to their technological integration specifications or payment transaction risk management protocols, which could increase costs to the Fintech Platform to maintain compatibility, decrease sales or require us to source new partners.
Additionally, we rely on third-parties for the provision of the hardware terminal on which OPUL™ operates. Specifically, the global chip shortage is currently impacting our third-party partners’ ability to provide us with POS hardware terminals that are provided to customers as a part of the OPUL™ service offering. If our third-party partner cannot provide
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enough POS terminals to meet OPULTM demand or we are unable to provide a substitute device, we may be unable to timely board new customers or fulfill orders for additional hardware from existing customers. If the shortage continues for an extended period of time, it could materially and adversely affect the Fintech Platform’s business.
Identifying, negotiating and documenting relationships with strategic third parties requires significant time and resources. In addition, integrating third-party technology is complex, costly and time-consuming. Our agreements with these partners are typically limited in duration, non-exclusive and do not prohibit them from working with the Fintech Platform's competitors or from offering competing services. The Fintech Platform's competitors may be effective in providing incentives to third parties to favor their products or services or to prevent or reduce use of the Fintech Platform. In addition, our Fintech Platform partners could develop competing products or services.
If we are unsuccessful in establishing or maintaining relationships with these strategic third parties, our ability to compete in the payments marketplace could be impaired, and as a result the Fintech Platform's business may negatively be impacted, and we may not realize the benefits of the HintMD Acquisition.
Substantial and increasingly intense competition in the payment processing industry may harm the Fintech Platform business. Further, the Fintech Platform is dependent on payment card networks and third-party payment processors, and any changes to their fee structures could harm the Fintech Platform business.
The markets in which the Fintech Platform competes are intensely competitive and characterized by rapid technological change. We compete with a wide range of companies ranging from small start-up enterprises with limited resources to very large companies which can leverage significantly larger customer bases and greater financial resources. Many of our competitors have longer operating histories, significantly greater financial, technical, and sales and marketing resources, greater brand recognition, better relationships with third-party service providers and a larger customer base than we do. We anticipate that the markets in which we compete will continue to attract new competitors and new technologies and we may not be able to compete successfully with them.
Because the Fintech Platform operates in a highly competitive marketplace, which impactsthere can be significant downward pressure on the pricing we may charge our customers for the processing of credit cards. There can be significant downward pricing pressurecards in order to remain competitive in the marketplace. The Fintech Platform's competitors may be able to offer similar or lower rates to their customers alongside a more comprehensive set of financial services products that allows them to offset a reduction in processing margins.
Additionally, costs associated with the processing of credit cards are not directly under our control. The expenses related to the processing of credit cards include interchange fees, assessment fees, and other related costs payable to a third-party payment processor. From time to time, these fees have increased and may continue to do so in the future. An increase in the fee structure may adversely affect the Fintech Platform's margins and we may not realize the benefits of the HintMD Acquisition.
If the Fintech Platform or its vendors’ networks or computer systems are breached or if the security of the personal information that we collect, store or process through the Fintech Platform (or that our vendors collect, store or process) is compromised or otherwise experiences unauthorized access, or we fail to comply with commitments and assurances regarding the privacy and security of personal information on the Fintech Platform, the Fintech Platform may be perceived as insecure, and we may lose existing users or fail to attract new users to the Fintech Platform, and our brand and reputation may be negatively impacted, and we may incur significant liabilities.
Use of the Fintech Platform involves the storage, transmission and processing of customers’ proprietary data, including personal or identifying information regarding their patients such as name, address and the types of treatments they are receiving. As a result, unauthorized access to, security breaches of, malicious code (such as viruses and worms), employee theft or misuse, or denial-of-service or other cyber-attacks against the Fintech Platform could result in the unauthorized access to or use of, disclosure of, and/or loss of, such data, as well as loss of intellectual property or trade secrets.
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If any unauthorized access to the Fintech Platform systems or data or a security breach occurs or is believed to have occurred, the Fintech Platform's reputation and brand could be damaged, which could reflect negatively on our reputation and brand. We could be required to expend significant capital and other resources to alleviate problems caused by such actual or perceived breaches or attacks and remediate its systems, and we could be exposed to a risk of loss, litigation or regulatory action and possible liability, and our ability to operate the Fintech Platform business may be impaired. We may in the future experience denial-of-service or other cyber-attacks against the Fintech Platform. If potential new users or existing users believe that the Fintech Platform does not provide adequate security for the storage of personal information or confidential information or its transmission over the Internet, they may not adopt OPUL™ or may choose not to renew their subscriptions to the Fintech Platform, which could harm its business. Additionally, actual, potential or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees, and engage third-party experts and consultants. Although we maintain cyber liability insurance, we cannot be certain that such insurance will continue to be available to us on commercially reasonable terms, or at all, and our liability may be in excess of the limits of our insurance coverage.
We have contractual and legal obligations to notify relevant stakeholders of security breaches. The Fintech Platform operates in an industry that is prone to cyber-attacks. Failure to prevent or mitigate cyber-attacks could result in the unauthorized access to our data or the data of the Fintech Platform customers and its customers' end-users. Most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities and others of security breaches involving certain types of data. In addition, our agreements with certain customers and partners may require us to notify them in the event of a security breach. Such mandatory disclosures are costly, could lead to negative publicity, may cause the Fintech Platform customers to lose confidence in the effectiveness of our security measures and require us to expend significant capital and other resources to respond to and/or alleviate problems caused by the actual or perceived security breach. A security breach may result in a breach of the Fintech Platform customer contracts. Our agreements with certain customers may require us to use industry-standard, reasonable measures or measures otherwise mandated by law to safeguard personal information or confidential information. A security breach could lead to claims by the Fintech Platform customers, its customers' end-users, or other relevant stakeholders that we failed to comply with such legal or contractual obligations. We also agreed contractually to comply with payment network regulations concerning security that, when violated, can result in fines payable by us to payment networks. As a result, we could be subject to legal action, fines, or its customers could end their relationships with the Fintech Platform. There can be no assurance that the limitations of liability in our contracts would be enforceable or adequate or would otherwise protect us from liabilities or damages.
Because data security is a critical competitive factor in the payments processing industry, there are statements in the Fintech Platform privacy policies and terms of service, its certifications to privacy standards, and its marketing materials, describing the security of the Fintech Platform, including descriptions of certain security measures it employs. Should any of these statements be untrue, become untrue, or be perceived to be untrue, even if through circumstances beyond our reasonable control, we may face claims, including claims of unfair or deceptive trade practices brought by the U.S. Federal Trade Commission, state, local regulators or private litigants.
Because the techniques used to obtain unauthorized access or to sabotage systems change frequently and often are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. We may also experience security breaches that may remain undetected for extended periods of time. The recovery systems, security protocols, network protection mechanisms and other security measures that we have integrated into the Fintech Platform, systems, networks, and physical facilities, which are designed to protect against, detect and minimize security breaches, may not be adequate to prevent or detect service interruption, system failure, data access, data loss or other types of security breach. Third parties may also exploit vulnerabilities in, or obtain unauthorized access to, platforms, systems, networks and/or physical facilities used by the Fintech Platform vendors.
Litigation resulting from security breaches on the Fintech Platform may adversely affect the business of the Fintech Platform. Unauthorized access to the Fintech Platform, systems, networks, or physical facilities could result in litigation with its customers, its customers’ end-users, or other relevant stakeholders. These proceedings could force us to spend money in defense or settlement, divert management’s time and attention, increase our costs of doing business, or adversely affect the reputation of the Fintech Platform or Revance. We could be required to fundamentally change the business activities and practices of the Fintech Platform or modify its products and/or platform capabilities in response to such litigation, which could have an adverse effect on the Fintech Platform. If a security breach were to occur, and the confidentiality, integrity or
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availability of the Fintech Platform data or the data of the Fintech Platform customers or its customers’ end-users was disrupted, we could incur significant liability, or the Fintech Platform, systems or networks may be perceived as less desirable, which could negatively affect the Fintech Platform and damage its reputation.

All of the Fintech Platform operations are conducted by Revance employees. As a result, any of the foregoing circumstances may expose us to legal liability, regulatory action, fines, damages and lawsuits, increased expenses, damage to its brand and reputation and may have a material adverse effect on our business, financial results and results of operations.

Risks Related to Our Human Capital Resources
As we evolve from a company primarily involved in research and development and commercialization of aesthetic products in the U.S. to a company involved in the commercialization of aesthetic and therapeutic products both domestically and internationally, we will need to increase the size of our organization. If we are unable to maintain and expand sales, marketing, managerial and/or operational capabilities on our own or through third parties, we may be unable to successfully commercialize our product candidates for therapeutic indications and expand into international markets.*
In order to successfully commercialize our products for both aesthetic and therapeutic indications and expand internationally, we will need to expand our organization, including adding marketing, managerial, operational and sales capabilities, or contracting with third parties to provide these capabilities for us in the U.S. and foreign jurisdictions. In August 2020, we established an approximately 100-person field sales team that has marketing and sales capabilities targeted toward commercialization of aesthetic products in the U.S. To commercialize our product candidates for therapeutic indications and to expand internationally, we must manage and further expand our marketing, sales, distribution, managerial, operational and other non-technical capabilities or make arrangements with third parties to perform these services, and we may not be successful in doing so. Effectively executing our growth strategy requires that we:
have sufficient capital to invest in our sales and marketing organization, which will be impacted by the timing of the potential approval of the BLA for DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines;
identify recruit, train, integrate, incentivize and retain adequate numbers of effective sales and marketing personnel;
generate sufficient sales leads, provide adequate training to sales and marketing personnel and effectively manage a geographically dispersed sales and marketing team;
achieve, maintain and grow market, physician, patient and healthcare payor acceptance of, and demand for our products;
manage our clinical trials and manufacturing operations effectively;
manage our internal development efforts effectively while carrying out our contractual obligations to Teoxane under the Teoxane Agreement and to other third parties;
successfully complete the integration of HintMD and realize the benefits expected from the HintMD Acquisition; and
continue to improve our operational, financial and management controls, reporting systems and procedures.
We expect to market DaxibotulinumtoxinA for Injection, if approved, and the RHA® Collection of dermal fillers through our current sales force in North America, and in other countries through either our own sales force or a combination of our internal sales force and distributors or partners. We may also need to increase our sales force or contract with distributors and partners if we obtain regulatory approval for DaxibotulinumtoxinA for Injection for any therapeutic indications we are pursuing. Establishing these channels may be expensive and time consuming. While we believe we are creating an efficient commercial organization, we may not be able to correctly judge the size and experience of the sales and
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marketing force and the scale of distribution necessary to be successful. We may choose to collaborate with third parties that have direct sales forces and established distribution systems, either to augment our own sales force and distribution systems or in lieu of our own sales force and distribution systems. If we are unable to enter into such arrangements on acceptable terms or at all, we may not be able to successfully commercialize the RHA® Collection of dermal fillers and, if approved, DaxibotulinumtoxinA for Injection or any future product candidates. Establishing and maintaining sales, marketing, and distribution capabilities are expensive and time-consuming. Such expenses may be disproportionate compared to the revenues we may be able to generate on sales of DaxibotulinumtoxinA for Injection, if approved, and the RHA® Collection of dermal fillers, which could cause our commercialization efforts to be unprofitable or less profitable than expected.
We have limited prior experience in the marketing, sale and distribution of aesthetic pharmaceutical products and no experience with the marketing, sale and distribution of therapeutic pharmaceutical products or any pharmaceutical products internationally. There are significant risks involved in building and managing a sales organization, including our ability to hire, retain and incentivize qualified individuals, generate sufficient sales leads, provide adequate training to sales and marketing personnel and effectively manage a geographically dispersed sales and marketing team. For example, we have and may continue to experience challenges associated with recruiting field representatives virtually through remote, group interviewing platforms and with onboarding new field representatives during such times as the COVID-19 pandemic, especially if our work from home policy continues. Any failure to maintain adequate internal sales, marketing and distribution capabilities would adversely impact the commercialization of our products and may result in a breach of our obligations to Teoxane under the Teoxane Agreement. We also have to compete with other pharmaceutical and life sciences companies to recruit, hire, train and retain sales and marketing personnel, and turnover in our sales force and marketing personnel could negatively affect the commercialization of the RHA® Collection of dermal fillers and, if it receives regulatory approval, DaxibotulinumtoxinA for Injection. We may not be able to attract and retain quality personnel on acceptable terms, or at all. In addition, to the extent we hire personnel from competitors, we may be subject to allegations that they have been improperly solicited or that they have divulged proprietary or other confidential information, or that their former employers own their previous research output.
As our operations expand, we expect that we will also need to manage additional relationships with various collaborative partners, suppliers and other third parties. Future growth will impose significant added responsibilities on our organization, in particular on management. Our future financial performance and our ability to commercialize the RHA® Collection of dermal fillers and, if approved, DaxibotulinumtoxinA for Injection and to compete effectively will depend, in part, on our ability to manage any future growth effectively. Due to our limited financial resources and our limited experience in managing a company with such anticipated growth, we may not be able to effectively manage the expansion of our operations or recruit and train additional qualified personnel. The physical expansion of our operations may lead to significant costs and may divert our management and business development resources. Any inability to manage growth could delay the execution of our development and strategic objectives, or disrupt our operations.
If we fail to attract and keep qualified management, clinical, scientific, technical and sales personnel, we may be unable to successfully develop DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar or any future product candidates, conduct our clinical trials and commercialize the RHA® Pipeline Products, DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar or any future products we develop, or grow revenue from the Fintech Platform.*
Our success depends in part on our continued ability to attract, retain and motivate highly qualified management, clinical, scientific, technical and sales personnel. Failure to succeed in clinical trials, or delays in the regulatory approval process, may make it more challenging to recruit and retain qualified personnel. The inability to recruit or loss of the services of key employees might impede the progress of our research, development and commercialization objectives.

Leadership transitions can be inherently difficult to manage. Resignations of executive officers may cause disruption in our business, strategic and employee relationships, which may significantly delay or prevent the achievement of our business objectives. Leadership changes may also increase the likelihood of turnover in other key officers and employees and may cause declines in the productivity of existing employees. The search for a replacement officer may take many months or more, further exacerbating these factors. Identifying and hiring an experienced and qualified executive officer are typically difficult. Periods of transition in senior management leadership are often difficult as the new executives gain detailed knowledge of our operations and may result in cultural differences and friction due to changes in strategy and style. During
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the transition periods, there may be uncertainty among investors, employees, creditors and others concerning our future direction and performance.

Risks Related to Our Intellectual Property
If Teoxane fails to obtain and maintain patent, licensing arrangements or other protection for the proprietary intellectual property that we have exclusive distribution rights to, we could lose our rights related to the RHA® Collection of dermal fillers, which would have a material adverse effect on our potential to generate revenue, our business prospects, and our results of operations.
If Teoxane fails to obtain and maintain patent, licensing arrangements or other protection for the proprietary intellectual property that we have exclusive distribution rights to, we could lose our rights to the intellectual property or our exclusivity with respect to those rights, and our competitors could market competing products using the intellectual property. The intellectual property underlying the RHA® Collection of dermal fillers is of critical importance to our business and involves complex legal, business and scientific issues and is complicated by the rapid pace of scientific discovery in our industry. Disputes may arise regarding intellectual property subject to the Teoxane Agreement, including:
the scope of rights granted under the Teoxane Agreement and other interpretation-related issues;
the extent to which our technology and processes infringe on intellectual property of Teoxane that is not subject to the Teoxane Agreement;
the sublicensing of patent and other rights under our collaborative development relationships; and
the ownership of inventions and know-how resulting from the development of intellectual property under the Teoxane Agreement.
If disputes over intellectual property that we have licensed prevent or impair our ability to maintain our current licensing arrangements on acceptable terms, we may be unable to successfully develop and commercialize the affected products or product candidates.
If our efforts to protect our intellectual property related to DaxibotulinumtoxinA for Injection, the RHA® Collection of dermal fillers or any future product candidates, including an onabotulinumtoxinA biosimilar, are not adequate, we may not be able to compete effectively.*
We rely upon a combination of patents, trade secret protection and confidentiality agreements to protect the intellectual property related to DaxibotulinumtoxinA for Injection, the RHA® Collection of dermal fillers, our onabotulinumtoxinA biosimilar, and our development programs. Any disclosure to or misappropriation by third parties of our confidential proprietary information could enable competitors to quickly duplicate or surpass our technological achievements, thereby eroding our competitive position.
The strength of patents in the biotechnology and pharmaceutical field involves complex legal and scientific questions and can be uncertain. This uncertainty includes changes to the patent laws through either legislative action to change statutory patent law or court action that may reinterpret existing law in ways affecting the scope or validity of issued patents. The evolving law relating to patent eligibility for patents related to our business may be relevant to the scope of protection available to us. The patent applications that we own or license may fail to result in issued patents in the U.S. or foreign countries. Competitors and academic scientists in the field of cosmetics, pharmaceuticals, and neuromodulators have created a substantial amount of prior art, including scientific publications, patents and patent applications. Our ability to obtain and maintain valid and enforceable patents depends on whether the differences between our technology and the prior art allow our technology to be patentable over the prior art. Even if the patents do successfully issue, third parties have and may again challenge the validity, enforceability or scope of such issued patents or any other issued patents we own or license, which may result in such patents being narrowed, invalidated or held unenforceable. For example, patents granted by the European Patent Office may be opposed by any person within nine months from the publication of their grant. Our European Patent EP 2 661 276 for “Topical composition comprising botulinum toxin and a dye” was opposed in the European Patent
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Office by Allergan plc on May 2, 2018, and although this patent is not material to our business, we continue to take appropriate measures to defend the patent, including an appeal of a decision to revoke the patent, which decision is suspended during the pendency of the appeal. On May 2, 2019 our European Patent No. EP 2 490 986 B1 for “Methods and Systems For Purifying Non-Complexed Botulinum Neurotoxin” was opposed. On June 10, 2021, we successfully defended the patent in the European Patent Office with the patent being upheld with amendments to certain claims. The company and the opponent filed notices of appeal of the decision of the Opposition Division in the European Patent Office. In May 2019 we were informed that our patent application NC2018/0005361 pending in Colombia for “Injectable Botulinum Toxin Formulations And Methods of Use Thereof Having Long Duration of Therapeutic Effect” was opposed. We have responded to this pre-grant opposition. Furthermore, even if our patents and applications are unchallenged, they may not adequately protect our intellectual property or prevent others from designing around our claims.
In addition, the patent laws of the U.S. provide procedures for third parties to challenge the validity of issued patents. Patents issued from applications filed after March 15, 2013 may be challenged by third parties using the post-grant review procedure which allows challenges for a number of reasons, including prior art, sufficiency of disclosure, and subject matter eligibility. Under the inter partes review procedure, any third party may challenge the validity of any issued U.S. Patent in the U.S. Patent and Trademark Office (“USPTO”) on the basis of prior art patents or printed publications. Because of a lower evidentiary standard necessary to invalidate a patent claim in USPTO proceedings as compared to the evidentiary standard relied on in U.S. federal court, a third party could potentially provide evidence in a USPTO proceeding sufficient for the USPTO to hold a claim invalid even though the same evidence would be insufficient to invalidate the claim if first presented in a district court action. Accordingly, a third party may attempt to use the USPTO procedures to invalidate our patent claims that would not have been invalidated if first challenged by the third party as a defendant in a district court action. If the breadth or strength of protection provided by the patents and patent applications we hold or pursue with respect to DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar or any future product candidates is challenged, then it could threaten our ability to commercialize DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar or any future product candidates, and could threaten our ability to prevent competitive products from being marketed. Further, if we encounter delays in our clinical trials, the period of time during which we could market DaxibotulinumtoxinA for Injection, or any future product candidates under patent protection would be reduced.
Since patent applications in the U.S. and most other countries are confidential for a period of time after filing, we cannot be certain that we were the first to either (i) file any patent application related to our product candidates or (ii) invent any of the inventions claimed in our patents or patent applications. Furthermore, for applications filed before March 16, 2013, or patents issuing from such applications, an interference proceeding can be provoked by a third party, or instituted by the USPTO to determine who was the first to invent any of the subject matter covered by the patent claims of our applications and patents. As of March 16, 2013, the U.S. transitioned to a “first-to-file” system for deciding which party should be granted a patent when two or more patent applications are filed by different parties claiming the same invention. A third party that files a patent application in the USPTO before us could therefore be awarded a patent covering an invention of ours even if we had made the invention before it was made by the third party. The change to “first-to-file” from “first-to-invent” is one of the changes to the patent laws of the United States resulting from the Leahy-Smith America Invents Act signed into law on September 16, 2011. Among some of the other changes to the patent laws are changes that limit where a patentee may file a patent infringement suit and providing opportunities for third parties to challenge any issued patent in the USPTO.
Even where laws provide protection, costly and time-consuming litigation could be necessary to enforce, defend and determine the scope of our proprietary rights, and the outcome of such litigation would be uncertain. Moreover, any actions we may bring to enforce our intellectual property against our competitors could provoke them to bring counterclaims against us. Competitors may also bring claims against us. Some of our competitors have substantially greater intellectual property portfolios and financial resources than we have. See Item 1A. “Risk Factors—If we infringe or are alleged to infringe intellectual property rights of third parties, our business could be harmed” for more information.
We also rely on trade secret protection and confidentiality agreements to protect proprietary know-how that may not be patentable, processes for which patents may be difficult to obtain or enforce and any other elements of our product development and manufacturing processes that involve proprietary know-how, information or technology that is not covered by patents.
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In an effort to protect our trade secrets and other confidential information, we require our employees, consultants, collaborators and advisers to execute confidentiality agreements upon the commencement of their relationships with us. These agreements require that all confidential information developed by the individual or made known to the individual by us during the course of the individual’s relationship with us be kept confidential and not disclosed to third parties. These agreements, however, may not provide us with adequate protection against improper use or disclosure of confidential information, and these agreements may be breached. Adequate remedies may not exist in the event of unauthorized use or disclosure of our confidential information. A breach of confidentiality could significantly affect our competitive position. In addition, in some situations, these agreements may conflict with, or be subject to, the rights of third parties with whom our employees, consultants, collaborators or advisers have previous employment or consulting relationships. To the extent that our employees, consultants or contractors use any intellectual property owned by others in their work for us, disputes may arise as to the rights in any related or resulting know-how and inventions. Also, others may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets and other confidential information.
If we infringe or are alleged to infringe intellectual property rights of third parties, our business could be harmed.*
Our research, development and commercialization activities may infringe or otherwise violate or be claimed to infringe or otherwise violate patents owned or controlled by other parties. Competitors in the field of cosmetics, pharmaceuticals and neuromodulators have developed large portfolios of patents and patent applications in fields relating to our business. For example, there are patents held by third parties that relate to the treatment with neuromodulator products for indications we are currently developing. There may also be patent applications that have been filed but not published that, when issued as patents, could be asserted against us. These third parties could bring claims against us that would cause us to incur substantial expenses and, if successful against us, could cause us to pay substantial damages and/or we could be forced to stop or delay research, development, manufacturing or sales of the product or product candidate that is the subject of the suit. Further, if a patent infringement suit were brought against us, during the pendency of the litigation, we could be forced to stop or delay research, development, manufacturing or sales of the product or product candidate that is the subject of the suit.
As a result of patent infringement claims, or to avoid potential claims, we may choose or be required to seek licenses from third parties. These licenses may not be available on acceptable terms, or at all. Even if we are able to obtain a license, the license would likely obligate us to pay license fees or royalties or both, and the rights granted to us might be nonexclusive, which could result in our competitors gaining access to the same intellectual property. Ultimately, we could be prevented from commercializing a product based on our current or future indications, or be forced to cease some aspect of our business operations, if, as a result of actual or threatened patent infringement claims, we are unable to enter into licenses on acceptable terms.
There has been substantial litigation and other proceedings regarding patent and other intellectual property rights in the pharmaceutical industry. We have been and in the future may be subject to this type of litigation and these types of proceedings. In October 2021, Allergan, Inc. and Allergan Pharmaceuticals Ireland (collectively, “Allergan”) filed a complaint against us and Ajinomoto Althea, Inc. dba Aji Bio Pharma Services (“ABPS”), one of our manufacturing sources of DaxibotulinumtoxinA for Injection, in the United States District Court for the District of Delaware, alleging infringement of the following patents assigned and/or licensed to Allergan, U.S. Patent Nos. 11,033,625; 7,354,740; 8,409,828; 11,124,786; and 7,332,567. Allergan claims that our formulation for DaxibotulinumtoxinA for Injection and our and ABPS’s manufacturing process used to produce DaxibotulinumtoxinA for Injection infringes its patents. Allergan also asserted a patent with claims related to a substrate for use in a botulinum toxin detection assay. We dispute Allergan’s claims and intend to defend the matter vigorously. In November 2021, we filed a motion to dismiss, but we cannot be certain of whether the motion will be granted. The Company may be delayed or prevented from commercializing DaxibotulinumtoxinA for Injection as a result of Allergan’s lawsuit against us, which would have a material adverse effect on our ability to generate revenue. In addition, if we were found to infringe upon these patents, other patents or other intellectual property rights, or if we failed to obtain or renew a license under a patent or other intellectual property right from Allergan or other third parties, or if a third party that we were licensing technologies from was found to infringe upon a patent or other intellectual property rights of another third party, we may be required to pay damages, halt or delay commercialization, suspend the manufacture of our products or reengineer or rebrand our products, if feasible, re-design the manufacturing process for our products, which would require FDA review and could halt or delay commercialization, or we may be unable to enter certain new
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product markets. We may be delayed or prevented from commercializing DaxibotulinumtoxinA for Injection or other product candidates if these proceedings are successful, which would have a material adverse effect on our ability to generate revenue. In addition, if we were found to infringe upon third-party patents or other intellectual property rights, or if we failed to obtain or renew a license under a patent or other intellectual property right from third parties, or if a third party that we were licensing technologies from was found to infringe upon a patent or other intellectual property rights of another third party, we may be required to pay damages, halt or delay commercialization, suspend the manufacture of our products or reengineer or rebrand our products, if feasible, re-design the manufacturing process for our products, which would require FDA review and could halt or delay commercialization, or we may be unable to enter certain new product markets.
In addition to infringement claims against us, we may become a party to other patent litigation and other proceedings, including interference, derivation or post-grant proceedings declared or granted by the USPTO and similar proceedings in foreign countries, regarding intellectual property rights with respect to our current or future products. The cost to us of any patent litigation or other proceeding, even if resolved in our favor, could be substantial. Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their substantially greater financial resources. Patent litigation and other proceedings may also absorb significant management time, financial and other resources. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could impair our ability to compete in the marketplace and negatively impact our reputation and stock price. The occurrence of any of the foregoing could have a material adverse effect on our business, financial condition or results of operations.
We may become involved in lawsuits or administrative proceedings to protect or enforce our patents or other intellectual property or the patents of our licensors, or to challenge patent claims of third party patents which could be expensive and time-consuming.*

Competitors may infringe upon our intellectual property, including our patents or the patents of our licensors. As a result, we may be required to file infringement claims to stop third-party infringement or unauthorized use of our own or licensed intellectual property. This can be expensive, particularly for a company of our size, and time-consuming. In addition, in an infringement proceeding, a court may decide that a patent of ours is not valid or is unenforceable, or may refuse to stop the other party from using the technology at issue on the grounds that our patent claims do not cover its technology or that the factors necessary to grant an injunction against an infringer are not satisfied.
An adverse determination of any litigation or other proceeding could put one or more of our patents at risk of being invalidated or interpreted narrowly and could put our patent applications at risk of not issuing.
Interference, derivation, inter partes review, post-grant review or other proceedings brought at the USPTO may be necessary to determine the priority or patentability of inventions with respect to our patents or patent applications or those of our licensors or collaborators. For example, On July 1, 2021, we filed two petitions (IPR2021-01203 and IPR2021-01204) requesting inter partes review ("IPR") of Medy-Tox, Inc. (“Medy-Tox”), U.S. patent 9,480,731, titled “Long Lasting Effect of New Botulinum Toxin Formulations.” The 9,480,731 patent issued from the parent application of a continuation application that issued as U.S. patent 10,143,728 and that is the subject of Post Grant Review, PGR2019-00062, requested by Galderma (Galderma S.A., Galderma Laboratories, Inc., Galderma Laboratories LP Galderma Research & Development SNC; Nestlé Skin Health, Inc., Nestlé Skin Health, S.A., and Nestlé S.A.) and which on July 16, 2021, resulted in a Final Written Decision and Judgement cancelling all original claims 1-10 of the 10,143,728 patent and denying Medy-Tox's Non-Contingent Revised Motion to Amend with Regard to Proposed Substitute Claims 19-27. On August 16, 2021 Medy-Tox, filed a “Patent Owner’s Request for Director Review And, In the Alternative, Panel Rehearing.” On September 8, 2021, Medy-Tox announced that its exclusive technology transfer agreement with Abbvie was terminated with rights for Medy-Tox’s technology being returned from Abbvie to Medy-Tox. In 2013, Medy-Tox had exclusively licensed its technology to Allergan plc which subsequently was acquired by Abbvie. This IPR proceeding, litigation or other USPTO proceedings brought by us may fail or may be invoked against us by third parties. Even if we are successful, domestic or foreign litigation or USPTO or foreign patent office proceedings may result in substantial costs and distraction to our management. We may not be able, either alone or with our licensors or collaborators, to prevent misappropriation of our proprietary rights, particularly in countries where the laws may not protect such rights as fully as in the U.S.
Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation or other proceedings, there is a risk that some of our confidential information could be compromised by disclosure
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during this type of litigation or proceeding. In addition, during the course of this kind of litigation or proceeding, there could be public announcements of the results of hearings, motions or other interim proceedings or developments or public access to related documents. If investors perceive these results to be negative, the market price for our common stock could be significantly harmed.
We may not be able to protect our intellectual property rights throughout the world.
Filing, prosecuting and defending patents on product candidates in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the U.S. can be less extensive than those in the U.S. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the U.S. and in some cases may even force us to grant a compulsory license to competitors or other third parties. Consequently, we may not be able to prevent third parties from practicing our inventions in all countries outside the U.S., or from selling or importing products made using our inventions in and into the U.S. or other jurisdictions. Competitors may use our technologies to develop their own products in jurisdictions where we have not obtained patent protection and further, may export otherwise infringing products to territories where we have patent protection, but where enforcement is not as strong as that in the U.S. These products may compete with our products and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.
Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property protection, particularly those relating to biotechnology, which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.
In addition, our ability to protect and enforce our intellectual property rights may be adversely affected by unforeseen changes in domestic and foreign intellectual property laws.
Use of “open source” software for the Fintech Platform could adversely affect our ability to provide the Fintech Platform and subject us to possible claims.
The Fintech Platform incorporates open source software and we expect to continue to use open source software in the future. We may face claims from others claiming ownership of open source software, or seeking to enforce the terms of, an open source license, including by demanding release of the open source software or derivative works thereof, or of our proprietary source code associated with such open source software. These claims could also result in litigation, require us to purchase a costly license or require us to devote additional research and development resources to change the Fintech Platform, any of which would have a negative effect on our business and operating results. In addition, if the license terms for the open source software we utilize changes, we may be forced to reengineer the Fintech Platform or incur additional costs. Although we have implemented policies to regulate the use and incorporation of open source software into the Fintech Platform, we cannot be certain that we have not incorporated open source software in the Fintech Platform in a manner that is inconsistent with such policies.
Any failure to protect intellectual property rights associated with the Fintech Platform could impair our ability to protect the proprietary technology and brand of the Fintech Platform.*
We have five issued patents and 16 pending patent applications related to theFintech Platform. However, there is no guarantee that the pending patent applications will result in issued patents, or that the issued patents will ultimately be determined to be valid and enforceable. We also have one registered trademark in the United States and one pending trademark in Canada related to theFintech Platform. We primarily rely on copyright, trade secret and trademark laws, trade secret protection and confidentiality or other protective agreements with our employees, customers, partners and others to
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protect the intellectual property rights associated with theFintech Platform. However, the steps we take to protect those intellectual property rights may be inadequate to prevent others from competing with theFintech Platform.

To protect the intellectual property rights associated with theFintech Platform, we may be required to spend significant resources to monitor, protect and enforce these rights. Litigation brought to protect and enforce those intellectual property rights could be costly, time-consuming and distracting to management, and could result in the impairment or loss of portions of such intellectual property. Furthermore, our efforts to enforce the intellectual property rights associated with theFintech Platform may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of those intellectual property rights. Our failure to secure, protect and enforce the intellectual property rights associated with theFintech Platform could adversely affect theFintech Platform brand and adversely affect our business.

Risks Related to Government and Industry Regulation
Our business and products are subject to extensive government regulation.
We are subject to extensive, complex, costly and evolving regulation by federal and state governmental authorities in the U.S., principally by the FDA, the U.S. Drug Enforcement Administration, the CDC, and foreign regulatory authorities. Failure to comply with all applicable regulatory requirements, including those promulgated under FDCA, the Public Health Service Act, and Controlled Substances Act, may subject us to operating restrictions and criminal prosecution, monetary penalties and other disciplinary actions, including, sanctions, warning letters, product seizures, recalls, fines, injunctions, suspension, revocation of approvals, or exclusion from future participation in the Medicare and Medicaid programs.
After our other products receive regulatory approval, we, and our direct and indirect suppliers, will remain subject to the periodic inspection of our plants and facilities, review of production processes, and testing of our products to confirm that we are in compliance with all applicable regulations. Adverse findings during regulatory inspections may result in the implementation of Risk Evaluation and Mitigation Strategies programs, completion of government mandated clinical trials, and government enforcement action relating to labeling, advertising, marketing and promotion, as well as regulations governing manufacturing controls noted above.
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Even if we receive regulatory approval for DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar or any future product candidates, we will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense, may limit or delay regulatory approval and may subject us to penalties if we fail to comply with applicable regulatory requirements.
Once and if regulatory approval has been granted, DaxibotulinumtoxinA for Injection or any approved product will be subject to continual regulatory review by the FDA and/or (if applicable) non-U.S. regulatory authorities. Additionally, any product candidates, if approved, will be subject to extensive and ongoing regulatory requirements, including labeling and other restrictions and market withdrawal and we may be subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our products.
Any regulatory approvals that we or our collaborators receive for DaxibotulinumtoxinA for Injection, RHA® 1Pipeline Products or any future product candidates may also be subject to limitations on the approved indications for which the product may be marketed or to the conditions of approval, or contain requirements for potentially costly post-marketing testing, including Phase 4 clinical trials, and surveillance to monitor the safety and efficacy of the product candidate. In addition, if the applicable regulatory agency approves DaxibotulinumtoxinA for Injection, RHA® 1Pipeline Products or any future product candidates, the manufacturing processes, labeling, packaging, distribution, adverse event reporting, storage, advertising, promotion and recordkeeping for the product will be subject to extensive and ongoing regulatory requirements. These requirements include submissions of safety and other post-marketing information and reports, registration, as well as continued compliance with cGMP and GCPs for any clinical trials conducted post-approval. The RHA® Collection of dermal fillers are currently subject to such extensive and ongoing regulatory requirements, reports, registration and continued compliance. Later discovery of previously unknown problems with DaxibotulinumtoxinA for Injection, the RHA® Collection of dermal fillers or any future product candidates, including adverse events of unanticipated severity or frequency, or with our third-party manufacturers or manufacturing processes, or failure to comply with regulatory requirements, may result in, among other things:
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restrictions on the marketing or manufacturing of the product, withdrawal of the product from the market, or voluntary or mandatory product recalls;
fines, warning letters or holds on clinical trials;
refusal by the FDA to approve pending applications or supplements to approved applications submitted by us or our strategic collaborators, or suspension or revocation of product license approvals;
product seizure or detention, or refusal to permit the import or export of products; and
injunctions or the imposition of civil or criminal penalties.penalties;
any of which could be harmful to our ability to generate revenues and our stock price.
Any failure of Teoxane to maintain compliance with the applicable regulations and standards for the RHA® Collection of dermal fillers and reports of adverse events or safety concerns could increase our costs, cause us to lose revenue, prevent the import and/or export of the RHA® Collection of dermal fillers, cause the RHA® Collection of dermal fillers to be recalled or withdrawn and prevent us from successfully commercializing the RHA® Collection of dermal fillers.
Our ongoing regulatory requirements may also change from time to time, potentially harming or making costlier our commercialization efforts. We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative action, either in the U.S. or other countries. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing approval that we may have obtained and we may not achieve or sustain profitability, which would adversely affect our business.
All of the RHA® Pipeline Products and any of our product candidates approved in the future will be subject to ongoing FDA and foreign regulatory obligations and continued regulatory review with respect to manufacturing.
We and any third-party contract development and manufacturers or suppliers are required to comply with applicable cGMP regulations and other international regulatory requirements. The regulations require that our product candidates be manufactured and records maintained in a prescribed manner with respect to manufacturing, testing and quality control/quality assurance activities. Manufacturers and suppliers of materials must be named in a BLA submitted to the FDA for any
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product candidate for which we are seeking FDA approval. The RHA® Collection of dermal fillers are subject to the FDA’s QSR for medical devices. Additionally, third party manufacturers and suppliers and any manufacturing facility must undergo a pre-approval inspection before we can obtain marketing authorization for any of our product candidates. Even after a manufacturer has been qualified by the FDA, the manufacturer must continue to expend time, money and effort in the area of production and quality control to ensure full compliance with cGMP and QSR, as applicable. Manufacturers are subject to regular, periodic inspections by the FDA following initial approval. Further, to the extent that we contract with third parties for the supply and/or manufacture of our products (for example, Teoxane with respect to the RHA® Collection of dermal fillers and ABPS and LSNE with respect to our product candidates), our ability to control third-party compliance with FDA requirements will be limited to contractual remedies and rights of inspection.
If, as a result of the FDA’s inspections, it determines that the equipment, facilities, laboratories or processes do not comply with applicable FDA regulations and conditions of product approval, the FDA may not approve the product or may suspend the manufacturing operations. If the manufacturing operations of any of the suppliers for our product candidates are suspended, we may be unable to generate sufficient quantities of commercial or clinical supplies of product to meet market demand, which would harm our business. In addition, if delivery of material from our suppliers were interrupted for any reason, we might be unable to ship our approved product for commercial supply or to supply our products in development for clinical trials. Significant and costly delays can occur if the qualification of a new supplier is required.
We are subject to stringent and changing obligations related to data privacy and security. Our actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; loss of customers or sales; and other adverse business consequences.
We process personal data and other sensitive data (including health data we collect through our Fintech Platform and about trial participants in connection with clinical trials); proprietary and confidential business data; trade secrets; intellectual property; and sensitive third-party data. Our data processing activities, including our activities related to the Fintech Platform, subject us to numerous data privacy and security obligations, such as various laws, regulations, guidance, industry standards, external and internal privacy and security policies, contracts, and other obligations that govern the processing of personal data by us and on our behalf.
In the United States, federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, and consumer protection laws. These privacy laws include, without limitation, the following laws and regulations: Section 5 of the Federal Trade Commission Act, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Telephone Consumer Protection Act (“TCPA”) and the California Consumer Privacy Act of 2018 (“CCPA”). HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH”), imposes specific requirements relating to the privacy, security, and transmission of individually identifiable health information. The Fintech Platform may in certain circumstances, process protected health information and thus such processing may be subject to HIPAA. The TCPA imposes specific requirements relating to marketing to individuals using technology such as telephones, mobile devices, and text messages. TCPA violations can result in significant financial penalties, as businesses can incur penalties or criminal fines imposed by the Federal Communications Commission or be fined up to $1,500 per violation through private litigation or state attorneys general or other state actor enforcement. Class action suits are the most common method for private enforcement. The CCPA imposes obligations on businesses to which it applies that include, but are not limited to, providing specific disclosures in privacy notices and affording California residents certain rights related to their personal data. The CCPA allows for statutory fines for noncompliance (up to $7,500 per violation). In addition, it is anticipated that the California Privacy Rights Act of 2020 (“CPRA”), effective January 1, 2023, will expand the CCPA. For example, the CPRA establishes a new California Privacy Protection Agency to implement and enforce the CPRA, which could increase the risk of an enforcement action. Other states, like Colorado and Virginia, have enacted data privacy laws which differ from the CPRA and become effective in 2023. If we are or become subject to these laws and/or new or amended data privacy laws, the risk of enforcement actions against us could increase because we may be subject to obligations under applicable regulatory frameworks and the number of individuals or entities that could initiate actions against us may increase (including individuals via a private right of action), in addition to further complicating our compliance efforts.
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In addition, privacy advocates and industry groups have proposed, and may propose in the future, standards with which we are legally or contractually bound to comply. For example, we are also subject to the Payment Card Industry Data Security Standard (“PCI DSS”) in connection with our Fintech Platform. The PCI DSS requires companies to adopt certain measures to ensure the security of cardholder information, including using and maintaining firewalls, adopting proper password protections for certain devices and software, and restricting data access. Our operations related to the Fintech Platform are contractually required to maintain compliance with current PCI DSS as part of our information security program and to undergo periodic PCI DSS audits undertaken by third party auditors (“PCI Audits”). Noncompliance with PCI-DSS can result in penalties ranging from $5,000 to $100,000 per month by credit card companies, litigation, damage to our reputation, and revenue losses. We may also rely on vendors to process payment card data, and those vendors may be subject to PCI DSS, and our business may be negatively affected if our vendors are fined or suffer other consequences as a result of PCI DSS noncompliance. Further, If we cannot comply with or if we incur a violation of any of these standards or contractual requirements, or if we have findings resulting from a PCI Audit and we fail to undertake timely corrective action, we could incur significant liability through fines and penalties imposed by credit card associations or other organizations or litigation with relevant stakeholders, either of which could have an adverse effect on our reputation, business, financial condition and operating results. In addition, failure to comply with the PCI DSS obligations or the contractual obligations of the Fintech Platform, including timely and sufficient mitigation of any findings from a PCI Audit, could also result in the termination of OPULTM’s status as a registered PayFac, thereby dramatically impairing our ability to continue doing business in the payments industry, or we could be liable to the payment card issuing banks for their costs of issuing new cards and related expenses.
Outside the United States, an increasing number of laws, regulations, and industry standards apply to data privacy and security. For example, the European Union’s General Data Protection Regulation (“EU GDPR”) and the equivalent law in the United Kingdom (“UK GDPR”) impose strict requirements for processing the personal data of individuals, including sensitive data that we may process such as health data. For example, under the EU GDPR, government regulators may impose temporary or definitive bans on data processing, as well as fines of up to 20 million euros or 4% of annual global revenue, whichever is greater. Similar processing penalties and fines exist under the UK GDPR and the uncertainty of data protection laws in the UK following Brexit has increased the complexity of compliance efforts. Further, individuals may initiate litigation related to our processing of their personal data.
Certain jurisdictions have enacted data localization laws and cross-border personal data transfer laws. For example, absent appropriate safeguards or other circumstances, the EU GDPR, UK GDPR, and laws in Switzerland generally restrict the transfer of personal data to countries such as the United States that do not provide an adequate level of personal data protection. The European Commission released a set of “Standard Contractual Clauses” that are designed to be a valid mechanism by which entities can transfer personal data out of the European Economic Area (“EEA”) to jurisdictions that the European Commission has not found to provide an adequate level of protection. Currently, these Standard Contractual Clauses are a valid mechanism to transfer personal data outside of the EEA. The Standard Contractual Clauses, however, require parties that rely upon that legal mechanism to comply with additional obligations, such as conducting transfer impact assessments to determine whether additional security measures are necessary to protect the at-issue personal data. Moreover, due to potential legal challenges, there exists some uncertainty regarding whether the Standard Contractual Clauses will remain a valid mechanism for transfers of personal data out of the EEA. Similar restrictions and transfer mechanisms exist under the UK GDPR. Any of these restrictions and obligations could increase the cost and complexity of doing business in foreign jurisdictions. If we cannot implement valid compliance mechanisms for cross-border personal data transfers, we may face increased exposure to regulatory actions, substantial fines, and injunctions against processing or transferring personal data from Europe or elsewhere. The inability to import personal data to the United States could significantly and negatively impact our business operations, including by limiting our ability to conduct clinical trial activities in Europe, the United Kingdom and elsewhere; limiting our ability to collaborate with third parties, such as contract research organizations as well as other service providers, that are subject to European and other data privacy and security laws; or requiring us to increase our personal data processing capabilities and infrastructure in Europe and/or elsewhere at significant expense.
Our obligations related to data privacy and security are quickly changing in an increasingly stringent fashion, creating some uncertainty as to the effective future legal framework. Additionally, these obligations may be subject to differing applications and interpretations, which may be inconsistent or in conflict among jurisdictions. Preparation for and compliance with these obligations requires us to devote significant resources (including, without limitation, financial and time-related resources). These obligations may necessitate changes to our Fintech Platform, information technologies,
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systems, and practices and to those of any third parties that process personal data on our behalf. Although we endeavor to comply with all applicable data privacy and security obligations, we may at times fail (or be perceived to have failed) to do so. Despite our efforts, our personnel or third parties upon whom we rely may fail to comply with such obligations, which could negatively impact our business operations and compliance posture. For example, any failure by a third-party processor to comply with applicable law, regulations, or contractual obligations could result in adverse effects, including inability to operate our business and proceedings against us by governmental entities or others. Moreover, clinical trial subjects about whom we or our potential collaborators obtain information, as well as the third-party providers (such as contract research organizations) who share this information with us, may contractually limit our ability to use and disclose the information.
If we fail, or are perceived to have failed, to address or comply with data privacy and security obligations, we could face significant consequences. These consequences may include, but are not limited to, government enforcement actions (e.g., investigations, fines, penalties, audits, inspections, and similar); litigation (including class-related claims); additional reporting requirements and/or oversight; bans on processing personal data; and orders to destroy or not use personal data. Any of these events could have a material adverse effect on our reputation, business, or financial condition, including but not limited to: loss of customers; interruptions or stoppages in our business operations (including our clinical trials); inability to process personal data or to operate in certain jurisdictions; limited ability to develop or commercialize our product candidates; expenditure of time and resources to defend any claim or inquiry; adverse publicity; or revision or restructuring of our operations.
If we fail to obtain regulatory approvals in foreign jurisdictions for DaxibotulinumtoxinA for Injection, or any future product candidates including an onabotulinumtoxinA biosimilar, we will be unable to market our products outside of the U.S.
In addition to regulations in the U.S., we will be subject to a variety of foreign regulations governing manufacturing, clinical trials, commercial sales and distribution of our future products. Whether or not we obtain FDA approval for a product candidate, we must obtain approval of the product by the comparable regulatory authorities of foreign countries before commencing clinical trials or marketing in those countries. The approval procedures vary among countries and can involve additional clinical testing, or the time required to obtain approval may differ from that required to obtain FDA approval. Clinical trials conducted in one country may not be accepted by regulatory authorities in other countries. Approval by the FDA does not ensure approval by regulatory authorities in other countries, and approval by one or more foreign regulatory authorities does not ensure approval by regulatory authorities in other foreign countries or by the FDA. The foreign regulatory approval process may include all of the risks associated with obtaining FDA approval. We may not be able to file for regulatory approvals or to do so on a timely basis, and even if we do file, we may not receive the necessary approvals to commercialize our products in geographies outside of the U.S.
Further, interruption or delays in the operations of applicable foreign regulatory agencies caused by the COVID-19 pandemic may affect the review and approval timelines of such agencies for DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, RHA® 1 or any future hyaluronic acid filler products developed pursuant to the Teoxane Agreement or any future product candidates.
The RHA® Collection of dermal fillers, and, if approved, DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar or any other products, may cause or contribute to adverse medical events that we are required to report to regulatory agencies and if we fail to do so, we could be subject to sanctions that would materially harm our business.
As we continue to commercialize the RHA® Collection of dermal fillers, and if we are successful in commercializing DaxibotulinumtoxinA for Injection or any other products, including an onabotulinumtoxinA biosimilar, the FDA and foreign regulatory agency regulations require that we report certain information about adverse medical events if those products may have caused or contributed to those adverse events. The timing of our obligation to report would be triggered by the date we become aware of the adverse event as well as the nature of the event. We may fail to report adverse events we become aware of within the prescribed timeframe. We may also fail to appreciate that we have become aware of a reportable adverse event, especially if it is not reported to us as an adverse event or if it is an adverse event that is unexpected or removed in time from the use of our products. If we fail to comply with our reporting obligations, the FDA or a foreign regulatory agency could take action including criminal prosecution, the imposition of civil monetary penalties, seizure of our products, or delay in approval or clearance of future products.
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The Fintech Platform is subject to stringent and changing privacy laws, regulations, standards and contractual obligations related to data privacy and security. Because the Fintech Platform can be used to collect and store personal information, domestic privacy and data security concerns could result in us incurring additional costs and liabilities or inhibit sales of the Fintech Platform.
Practices use the Fintech Platform to process personal information, including personal information that could be considered “sensitive”, regarding patients, which processing is subject to U.S. federal and state privacy laws and breach notification laws. The costs of compliance with these privacy laws and breach notification laws, as well as the associated burdens imposed by such laws, may limit the use or adoption of the Fintech Platform, lead to significant fines, penalties or liabilities related to noncompliance, or slow the pace at which we close sales of the Fintech Platform, any of which could harm our business. See “If the Fintech Platform or its vendors’ networks or computer systems are breached or if the security of the personal information that we collect, store or process through the Fintech Platform (or that our vendors collect, store or process) is compromised or otherwise experiences unauthorized access, or we fail to comply with commitments and assurances regarding the privacy and security of personal information on the Fintech Platform, the Fintech Platform may be perceived as insecure, and we may lose existing users or fail to attract new users to the Fintech Platform, and our brand and reputation may be negatively impacted, and we may incur significant liabilities.”
Any failure by our vendors to comply with the terms of our contractual provisions or the applicable privacy or breach notification laws or where applicable the Payment Card Industry Data Security Standards ("PCI DSS") of the PCI Security Standards Council in connection with the Fintech Platform could result in proceedings against us by governmental entities or others.
We also expect that there will continue to be new federal and state privacy laws passed that directly impact the Fintech Platform, and we may not be able to predict the full impact that such future laws may have on our business. For instance, if our privacy and data policies and practices with respect to the Fintech Platform, are, or are perceived to be, insufficient to demonstrate compliance with existing or new privacy laws, our risk and cost of operation could increase and user demand for the Fintech Platform could decline, and our business could be harmed.
The Fintech Platform may in certain circumstances, process information that could be defined by HIPAA as “protected health information” (“PHI”) and thus such processing may be subject to HIPAA. Additionally, certain states have adopted health information privacy laws and regulations related to the processing of PHI and comparable to HIPAA, some of which may be more stringent than HIPAA. Generally, HIPAA and state health information privacy laws require entities directly regulated by the law and regulations (HIPAA calls these entities “covered entities”, and their service providers and subcontractors “business associates”) to develop and maintain certain administrative, physical, and technical safeguards to protect PHI and ensure the confidentiality, integrity and availability of electronic PHI. In the event of an unauthorized use or disclosure of PHI, the reporting requirements could include notification to affected individuals, state and federal governmental agencies, and in certain instances the media. Depending on the facts and circumstances we could be subject to significant civil and administrative penalties, and in rare circumstances, criminal penalties, if we obtain, use, or disclose PHI through the Fintech Platform in a manner that is not authorized or permitted by HIPAA or state health information privacy laws. Further, if we are not able to meet our obligations under HIPAA and/or applicable state health information privacy laws relating to the Fintech Platform, we could be found to have breached our contractual obligations with the Fintech Platform customers. Maintaining compliance with applicable privacy laws and our contractual obligations is a complex undertaking, and we cannot be certain how these health information privacy laws will be interpreted, enforced or applied to our operations.
Additionally, the Fintech Platform processes a significant portion of its payments through credit or debit cards and enables users of its payments platform to engage in payments through its service. Our operations related to the Fintech Platform are contractually required to maintain compliance with current PCI DSS as part of our information security program and to undergo periodic PCI DSS audits undertaken by third party auditors (“PCI Audits”). We also may be bound by additional, more stringent contractual obligations relating to our collection, use and disclosure of personal, financial and other data. If we cannot comply with or if we incur a violation of any of these standards or contractual requirements, or if we have findings resulting from a PCI Audit and we fail to undertake timely corrective action, we could incur significant liability through fines and penalties imposed by credit card associations or other organizations or litigation with relevant stakeholders, either of which could have an adverse effect on our reputation, business, financial condition and operating results. In addition, failure to comply with the PCI DSS obligations or the contractual obligations of the Fintech Platform, including timely and
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sufficient mitigation of any findings from a PCI Audit, could also result in the termination of OPULTM’s status as a registered PayFac, thereby dramatically impairing our ability to continue doing business in the payments industry, or we could be liable to the payment card issuing banks for their costs of issuing new cards and related expenses.
We may find it necessary to change our business practices or expend significant resources to modify the Fintech Platform software or platform to adapt to audit findings, new laws, regulations and industry standards concerning these matters. We may be unable to make such changes and modifications in a commercially reasonable manner or at all. Any failure to comply with federal, state or local laws and regulations, industry standards or other legal obligations, or any actual or suspected security incident, may result in governmental enforcement actions and prosecutions, private litigation, fines, penalties or adverse publicity for us and could cause users of the Fintech Platform, patients undergoing our clinical trials or our product customers to lose trust in us, which could have an adverse effect on our reputation and business.
We may in the future be subject to various U.S. federal and state laws pertaining to healthcare fraud and abuse, including anti-kickback, self-referral, false claims and fraud laws, and any violations by us of such laws could result in fines or other penalties.
While we do not expect that DaxibotulinumtoxinA for Injection, if approved for the treatment of moderate to severe glabellar (frown) lines, or the RHA® Collection of dermal fillers to subject us to all of the various U.S. federal and state laws intended to prevent healthcare fraud and abuse, we may be subject to, or in the future become subject to, additional laws in connection with the use of these products for treatment of therapeutic indications or any future product candidates. The federal anti-kickback statute prohibits the offer, receipt, or payment of remuneration in exchange for or to induce the referral of patients or the use of products or services that would be paid for in whole or part by Medicare, Medicaid or other federal healthcare programs. Remuneration has been broadly defined to include anything of value, including cash, improper discounts, and free or reduced price items and services. Additionally, the intent standard under the federal Anti-Kickback Statute was amended by the ACA to a stricter standard such that a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation. Further, the ACA codified case law that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act (“FCA”). Many states have similar laws that apply to their state healthcare programs as well as private payors.
The federal false claims and civil monetary penalties laws, including the FCA impose liability on persons who, among other things, present or cause to be presented false or fraudulent claims for payment by a federal healthcare program. The FCA has been used to prosecute persons submitting claims for payment that are inaccurate or fraudulent, for services not provided as claimed, or for services that are not medically necessary. The FCA includes a whistleblower provision that allows individuals to bring actions on behalf of the federal government and share a portion of the recovery of successful claims.
HIPAA imposes criminal and civil liability for, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, or knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement, in connection with the delivery of, or payment for, healthcare benefits, items or services. Similar to the U.S. federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation.
HIPAA also imposes, among other things, certain standards and obligations on covered entities including certain healthcare providers, health plans and healthcare clearinghouses, as well as their respective business associates and subcontractors that create, receive, maintain, or transmit individually identifiable health information for or on behalf of a covered entity relating to the privacy, security, transmission and breach reporting of individually identifiable health information.
The federal Physician Payments Sunshine Act, and its implementing regulations, require certain manufacturers of drugs, devices, biologics and medical supplies that are reimbursable under Medicare, Medicaid, or the Children’s Health Insurance Program to report annually to CMS information related to certain payments and other transfers of value to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), other healthcare professionals (such as physician assistants and nurse practitioners) and teaching hospitals, as well as ownership and investment interests held by the physicians described above and their immediate family members. Beginning in 2022, covered manufacturers will also be required to report annually regarding payments and other transfers of value
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provided in the previous year to certain other healthcare professionals, including physician assistants, nurse practitioners, clinical nurse specialists, anesthesiologist assistants, certified nurse anesthetists, and certified nurse-midwives.
We may also be subject to analogous state laws and regulations, including: state anti-kickback and false claims laws, state laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the U.S. federal government, or otherwise restrict payments that may be made to healthcare providers and other potential referral sources, state laws and regulations that require drug manufacturers to file reports relating to pricing and marketing information, which requires tracking gifts and other remuneration and items of value provided to healthcare professionals and entities, and state and local laws that require the registration of our pharmaceutical sales representatives.
State and federal authorities have aggressively targeted pharmaceutical manufacturers for alleged violations of these anti-fraud statutes for a range of activities, such as those based on improper research or consulting contracts with physicians and other healthcare professionals, certain marketing arrangements that rely on volume-based pricing, off-label marketing
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schemes, inappropriate billing and other improper promotional practices. Companies targeted in such prosecutions have paid substantial fines in the hundreds of millions of dollars or more, have been forced to implement extensive corrective action plans, and have often become subject to consent decrees severely restricting the manner in which they conduct business. Further, defending against any such actions can be costly, time-consuming and may require significant financial and personnel resources. If we become the target of such an investigation or prosecution based on our activities such as contractual relationships with providers or institutions, or our marketing and promotional practices, including any Fintech Platform rewards programs, we could be subject to significant civil, criminal, and administrative sanctions, damages, disgorgement, monetary fines, possible exclusion from participation in Medicare, Medicaid, and other federal healthcare programs, imprisonment, additional reporting requirements, and/or oversight if we become subject to a corporate integrity agreement or similar agreement to resolve allegations of non-compliance with these laws, contractual damages, reputational harm, diminished profits and future earnings, and curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our results of operations. Even if we are successful in defending against any such actions that may be brought against us, our business may be impaired.
Also, the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. We cannot assure you that our internal control policies and procedures will protect us from reckless or negligent acts committed by our employees, future distributors, partners, collaborators or agents. Violations of these laws, or allegations of such violations, could result in fines, penalties or prosecution and have a negative impact on our business, results of operations and reputation.
Legislative or regulatory healthcare reforms in the U.S. may make it more difficult and costly for us to obtain regulatory clearance or approval of DaxibotulinumtoxinA for Injection, an onabotulinumtoxinA biosimilar, or any future product candidates and to produce, market, and distribute such products if clearance or approval is obtained.*
From time to time, legislation is drafted and introduced in Congress that could significantly change the statutory provisions governing the regulatory clearance or approval, manufacture, and marketing of regulated products or the reimbursement thereof. In addition, FDA regulations and guidance are often revised or reinterpreted by the FDA in ways that may significantly affect our business and our products. For example, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (the “ACA”) was passed in March 2010, and substantially changed the way healthcare is financed by both governmental and private insurers, and continues to significantly impact the U.S. biotechnology industry. There have been executive, judicial and Congressional challenges to certain aspects of the ACA. Since January 2017, the former U.S. presidential administration signed several Executive Orders and other directives designed to delay the implementation of certain provisions of the ACA. Concurrently, Congress considered legislation to repeal or repeal and replace all or part of the ACA. While Congress has not passed comprehensive repeal legislation, it has enacted laws that modify certain provisions of the ACA such as removing penalties, starting January 1, 2019, for not complying with the ACA’s individual mandate to carry health insurance. On June 17, 2021, the U.S. Supreme Court dismissed a challenge on procedural grounds that argued the ACA is unconstitutional in its entirety because the “individual mandate” was repealed by Congress. Thus, the ACA will remain in effect in its current form. Further, prior to the U.S. Supreme Court ruling on January 28, 2021, President Biden issued an executive order that initiated a special
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enrollment period that began in February 2021, which has been extended through August 15, 2021 for purposes of obtaining health insurance coverage through the ACA marketplace. The executive order also instructed certain governmental agencies to review and reconsider their existing policies and rules that limit access to healthcare, including among others, reexamining Medicaid demonstration projects and waiver programs that include work requirements, and policies that create unnecessary barriers to obtaining access to health insurance coverage through Medicaid or the ACA. It is possible that the ACA will be subject to judicial or Congressional challenges in the future.It is unclear how the future challenges and the healthcare reform measures of the Biden administration will impact the ACA and our business.
In addition, there have been several recent U.S. congressional inquiries and proposed and enacted state and federal legislation designed to, among other things, bring more transparency to drug pricing, review the relationship between pricing and manufacturer patient programs, reduce the costs of drugs under Medicare and reform government program reimbursement methodologies for drug products. At the federal level, the former U.S. presidential administration used several means to propose or implement drug pricing reform, including through federal budget proposals, executive orders and policy
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initiatives. For example, on July 24, 2020 and September 13, 2020, the former presidential administration announced several executive orders related to prescription drug pricing that seek to implement several of the administration’s proposals, which have resulted in additional regulations from the FDA, CMS and the U.S. Department of Health and Human Services. For example, on November 20, 2020, CMS issued an interim final rule implementing the former presidential administration’s Most Favored Nation executive order to tie Medicare Part B payments for certain physician-administered drugs to the lowest price paid in other economically advanced countries. The implementation of the rule has been delayed by the Biden administration until January 1, 2023 in response to ongoing litigation. Further, asAs a result of litigation challenging the Most Favored Nation model, on August 10,December 27, 2021, CMS published a proposedfinal rule that seeks to rescindrescinded the Most Favored Nation Model interim final rule. The rule also creates a new safe harbor for price reductions reflected at the point-of-sale, as well as a safe harbor for certain fixed fee arrangements between pharmacy benefit managers and manufacturers, the implementation of which have also been delayed until January 1, 2023. Based on a recent executive order,2026. In July 2021, the Biden administration expressed its intentreleased an executive order, “Promoting Competition in the American Economy,” with multiple provisions aimed at prescription drugs. In response to Biden’s executive order, on September 9, 2021, HHS released a Comprehensive Plan for Addressing High Drug Prices that outlines principles for drug pricing reform and sets out a variety of potential legislative policies that Congress could pursue certainas well as potential administrative actions HHS can take to advance these principles. No legislation or administrative actions have been finalized to implement these principles. It is unclear whether these similar policy initiatives to reduce drug prices.will be implemented in the future. At the state level, legislatures have increasingly passed legislation and implemented regulations designed to control pharmaceutical and biological product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. Any new regulations or revisions or reinterpretations of existing regulations may impose additional costs or lengthen review times of, or affect the price that we may charge for, DaxibotulinumtoxinA for Injection, or any future product candidates including an onabotulinumtoxinA biosimilar. Any new regulations or revisions or reinterpretations of existing regulations may impose additional costs on our commercialization efforts for the RHA® Collection of dermal fillers. We cannot determine what effect changes in regulations, statutes, legal interpretation or policies, when and if promulgated, enacted or adopted may have on our business in the future. Such changes could require, among other things:
changes to manufacturing methods;
recall, replacement, or discontinuance of one or more of our products; and
additional recordkeeping.
Each of these would likely entail substantial time and cost and could materially harm our business and our financial results. In addition, delays in receipt of or failure to receive regulatory clearances or approvals for any future products would harm our business, financial condition, and results of operations.

Our failure to maintain licenses and other authorizations to enable us to act as a distributor of Teoxane’s RHA® Collection of dermal fillers or comply with such licensing requirements could result in fines or other penalties.
As the distributor of Teoxane’s RHA® Collection of dermal fillers, we will beare required to maintain certain licenses, registrations, permits, authorizations, approvals or other types of state and local permissions in order to comply with various regulations regarding the distribution of medical devices, and must cooperate with Teoxane in the event of any medical device reports (adverse events) or product recalls. Satisfaction of regulatory requirements may take many months, and may require the expenditure of substantial resources. Failure to comply with such regulatory requirements can result in
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enforcement actions, including the revocation or suspension of licenses, registrations or accreditations, and can also subject us to plans of correction, monitoring, civil monetary penalties, civil injunctive relief and/or criminal penalties. Failure to obtainmaintain state regulatory approval will also prevent distribution of products where such approval is necessary and will limit our ability to generate revenue. As we have limited prior experience in the distribution of medical devices, itwe cannot be certain that the compliance infrastructure we have built will take time and expensebe sufficient to build the necessary compliance infrastructurecontinue to support these activities.
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Changes in funding for the FDA, the SEC and other government agencies could hinder their ability to hire and retain key leadership and other personnel, prevent new products and services from being developed or commercialized in a timely manner or otherwise prevent those agencies from performing normal functions on which the operation of our business may rely, which could negatively impact our business.

The ability of the FDA to review and approve new products can be affected by a variety of factors, including government budget and funding levels, the ability to hire and retain key personnel and accept payment of user fees, and statutory, regulatory, and policy changes. Average review times at the agency have fluctuated in recent years as a result. In addition, government funding of the SEC and other government agencies on which our operations may rely, including those that fund research and development activities is subject to the political process, which is inherently fluid and unpredictable.

The Fintech Platform is subject to extensive regulation and industry compliance requirements associated with operating as a PayFac, and its failure to comply with such regulation and requirements could negatively impact our business.
The financial services offered by the Fintech Platform are subject to legal, regulatory, and card brand requirements, including those regarding anti-money laundering, sanctions, fraud, and consumer financial protection. All Fintech Platform operations are conducted by certain Revance employees, and, as a result, those employees and the operations of Revance as it relates to the Fintech Platform will be subject to these regulations and requirements. Noncompliance with applicable laws and regulations could result in: civil or criminal penalties that could increase our expenses and adversely impact our business operations; the termination of the Fintech Platform’s key supplier agreements, such as its Payment Facilitator Agreement; assessment of significant fines or monetary penalties; damage to our brand and reputation; loss of Fintech Platform customers, and poor financial performance. In addition, changes in applicable laws and regulations or changes in interpretations and enforcement practices may in turn require increased operating costs or capital expenditures to implement operational changes. Unforeseen regulatory changes may also limit our ability to offer certain products or services, or impact the competitiveness of products or services offered by the Fintech Platform. If we are no longer able to offer the full suite of Fintech Platform services or expand its services to appeal to a larger consumer base, the Fintech Platform brand and reputation may be harmed, customer retention and procurement may be negatively impacted, we may not achieve the anticipated benefits of the HintMD Acquisition.

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Risks Related to Our 2027 NotesIndebtedness
Our level of indebtedness and debt service obligations could adversely affect our financial condition, and may make it more difficult for us to fund our operations.
Under the Note Purchase Agreement, drawdowns are available in three tranches, subject to certain terms and conditions, including, with respect to the Second Tranche, the FDA approval of DaxibotulinumtoxinA for Injection for glabellar lines and, with respect to the Third Tranche, the achievement of greater than or equal to $50 million in trailing twelve months revenue for DaxibotulinumtoxinA for Injection for glabellar lines preceding the date of the draw request for the Third Tranche and prior approval from Athyrium. Concurrently with the closing of the Note Purchase Agreement, we borrowed the full $100.0 million of the First Tranche. If we do not achieve the specified conditions and milestones, we will not be eligible to draw funds under the Second Tranche and the Third Tranche of the Note Purchase Agreement, and we may need to obtain additional or alternative financing to advance our research and development efforts, our regulatory approvals, our commercialization efforts and other aspects of our business plan. Such additional or alternative financing may not be available on attractive terms, if at all, and could be more costly for us to obtain. The Note Purchase Agreement may also limit our ability to raise capital, including our ability to sell or license intellectual property. In addition, before we would consider drawing down the Second Tranche and the Third Tranche of the Note Purchase Agreement, if available, we must first satisfy ourselves that we will have access to sufficient cash flow from operations and/or future alternate sources of capital, in order to repay any additional principal borrowed, which we may be unable to do, in which case, our liquidity and ability to fund our operations may be substantially impaired.
All obligations under the Note Purchase Agreement are secured by substantially all of our existing property and assets. This indebtedness may create additional financing risk for us, particularly if our business or prevailing financial market conditions are not conducive to paying off or refinancing the outstanding debt obligations at maturity. If we are able
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to drawdown any of the Second Tranche and the Third Tranche, our indebtedness will increase, which would further increase our risk of being unable to pay off or refinance our outstanding debt obligations at maturity. Our indebtedness could also have important negative consequences, including:
we will need to repay the indebtedness by making payments of interest and principal, which will reduce the amount of cash available to finance our operations, our research and development efforts, our regulatory approvals, our commercialization efforts and other aspects of our business plan;
our failure to comply with the obligations of our affirmative and restrictive covenants in the Note Purchase Agreement could result in an event of default that, if not cured or waived, would accelerate our obligation to repay this indebtedness, and Athyrium could seek to enforce its security interest in the assets securing such indebtedness;
limit our flexibility to plan for, or react to, changes in our business and industry, or our ability to take specified actions to take advantage of certain business opportunities that may be presented to us;
expose us to the risk of increased interest rates, as our obligations under the Note Purchase Agreement are at variable rates of interest;
place us at a competitive disadvantage; and
increase our vulnerability to the impact of adverse economic and industry conditions.
To the extent additional debt is added to our current debt levels, the risks described above could increase.
The terms of the Note Purchase Agreement place restrictions on our operating and financial flexibility, and if we fail to comply with these restrictions, our business, business prospects, results of operations and financial condition may be adversely affected.
The Note Purchase Agreement imposes operating and other restrictions on us. Such restrictions will affect, and in many respects limit or prohibit, our ability and the ability of any future subsidiaries to, among other things:
dispose of certain assets;
sell, transfer or exclusively license certain assets, including material intellectual property and capital stock of certain subsidiaries;
change our line of business;
engage in mergers, acquisitions or consolidations;
incur additional indebtedness;
prepay, redeem or repurchase certain debt;
create liens on assets;
engage in certain transactions with affiliates;
pay dividends and make contributions or repurchase our capital stock; and
make certain loans and investments.
The Note Purchase Agreement also contains financial covenants requiring us to (i) maintain at least $30.0 million of unrestricted cash and cash equivalents in accounts subject to a control agreement in favor of Athyrium at all times and (ii)
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upon the occurrence of certain specified events set forth in the Note Purchase Agreement, achieve at least $70.0 million of Consolidated Teoxane Distribution Net Product Sales (as defined in the Note Purchase Agreement) on a trailing twelve months basis.
As a result of these restrictions, we may be limited in how we conduct our business; unable to raise additional debt or equity financing to operate as needed; or unable to compete effectively, take advantage of new business opportunities or grow in accordance with our plans.
The breach of any of these restrictive covenants or any other terms of the Note Purchase Agreement could result in a default under the Note Purchase Agreement, which would allow Athyrium to accelerate our obligation to repay our indebtedness under the Note Purchase Agreement, and result in a cross-acceleration or cross-default with our convertible notes or other indebtedness. In addition, an event of default may prevent us from drawing funds under the Second Tranche and the Third Tranche of the Note Purchase Agreement and may result in an increased interest rate for all amounts outstanding under the Note Purchase Agreement.
Furthermore, if we are unable to repay the amounts due and payable under the Note Purchase Agreement, Athyrium could also exercise its rights to take possession and dispose of the collateral securing the Note Purchase Agreement, which collateral includes substantially all of our property. The occurrence of any of the aforementioned events could have a material adverse effect on our business, business prospects, results of operations and financial condition.
We may not have cash available in an amount sufficient to enable us to make interest or principal payments on our indebtedness when due.
All principal under the Note Purchase Agreement is repayable upon the Maturity Date set forth in the Note Purchase Agreement. Upon the occurrence of an Amortization Trigger (as defined in the Note Purchase Agreement), we are required to repay the principal of the Second Tranche and the Third Tranche in equal monthly installments beginning on the last day of the month in which the Amortization Trigger occurred and continuing through the Maturity Date. Our ability to make scheduled payments on or to refinance our indebtedness depends on our future performance and ability to raise additional sources of cash, which is subject to economic, financial, market, competitive, regulatory and other factors beyond our control. If we are unable to generate sufficient cash to service our debt, we may be required to adopt one or more alternatives, such as selling assets, restructuring our debt or obtaining additional equity capital on terms that may be onerous or highly dilutive, to the extent permitted by the Note Purchase Agreement. If we desire to refinance our indebtedness, our ability to do so will depend on the capital and lending markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.
Failure to satisfy our current and future obligations under the Note Purchase Agreement could result in an event of default. In addition, the Note Purchase Agreement includes customary affirmative and negative covenants and other events of default, the occurrence and continuance of which provide Athyrium with the right to demand immediate repayment of all principal and unpaid interest under the Note Purchase Agreement, and to exercise remedies against us and the collateral securing the Note Purchase Agreement. These events of default include, among other things:
insolvency, liquidation, bankruptcy or similar events;
failure to observe any covenant or secured obligation under the Note Purchase Agreement, subject to a cure period for some covenants and obligations;
occurrence of an event that could reasonably be expected to have a material adverse effect;
material misrepresentations;
occurrence of any default under any other agreement involving indebtedness in excess of specified amounts, or the occurrence of a default under any agreement that could reasonably be expected to have a material adverse effect on us;
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certain judgments being entered against us or any portion of our assets are attached or seized; and
certain governmental and regulatory actions.
In the event of default, Athyrium could accelerate all of the amounts due under the Note Purchase Agreement. Under such circumstances, we may not have enough available cash or be able to raise additional funds through equity or debt financings or other strategic transactions to repay such indebtedness at the time of such acceleration, which would adversely affect the market price of our common stock and our ability to continue operations. Athyrium could also exercise other rights as discussed above in “—We may not have cash available in an amount sufficient to enable us to make interest or principal payments on our indebtedness when due.” Our business, business prospects, results of operations and financial condition could be materially adversely affected as a result of any of these events.
Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.
Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including the 2027 Notes, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control, including global macroeconomic effects of the COVID-19 pandemic. Our business may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.
We may not have the ability to raise the funds necessary to settle conversions of the 2027 Notes in cash or to repurchase the 2027 Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the 2027 Notes.
Holders of the 2027 Notes will have the right to require us to repurchase all or a portion of their 2027 Notes upon the occurrence of a fundamental change (as defined in the indenture for the 2027 Notes) at a fundamental change repurchase price equal to 100% of the principal amount of the 2027 Notes to be repurchased, plus accrued and unpaid interest, if any. In addition, upon conversion of the 2027 Notes, unless we elect to deliver solely shares of our common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the 2027 Notes being converted. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of the 2027 Notes surrendered therefor or notes being converted. In addition, our ability to repurchase the 2027 Notes or to pay cash upon conversions of the 2027 Notes may be limited by law, by regulatory authority, by the Note Purchase Agreement or by agreements governing our future indebtedness. Our failure to repurchase the 2027 Notes at a time when the repurchase is required by the indenture or to pay any cash payable on future conversions of the 2027 Notes as required by the indenture would constitute a default under the indenture. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing our future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the 2027 Notes or make cash payments upon conversions thereof.
The conditional conversion feature of the 2027 Notes, if triggered, may adversely affect our financial condition and operating results.
In the event the conditional conversion feature of the 2027 Notes is triggered, holders of 2027 Notes will be entitled to convert the 2027 Notes at any time during specified periods at their option. If one or more holders elect to convert their 2027 Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their 2027 Notes, we could be required under applicable accounting rules to reclassify all or a portion of the
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outstanding principal of the 2027 Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.
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Conversion of the 2027 Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock.
The conversion of some or all of the 2027 Notes may dilute the ownership interests of our stockholders. Upon conversion of the 2027 Notes, we have the option to pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock. If we elect to settle our conversion obligation in shares of our common stock or a combination of cash and shares of our common stock, any sales in the public market of our common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of the 2027 Notes may encourage short selling by market participants because the conversion of the 2027 Notes could be used to satisfy short positions, or anticipated conversion of the 2027 Notes into shares of our common stock could depress the price of our common stock.

General Risk Factors
The trading price of our common stock is volatile, and purchasers of our common stock could incur substantial losses.*
The trading price of our common stock is highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. For example, the closing price of our common stock from January 1, 2021 to October 28, 2021June 30, 2022 has ranged from a low of $13.52$11.52 to a high of $33.21. The stock markets in general and the markets for pharmaceutical biopharmaceutical and biotechnology stocks in particular have experienced extreme volatility that may have been for reasons that are related or unrelated to the operating performance of the issuer. The market price for our common stock may be influenced by many factors, including:
announcements of regulatory approval or disapproval of DaxibotulinumtoxinA for Injection, the RHA® Collection of dermal fillers or any future product candidates;
regulatory or legal actions, developments and guidance in the U.S. and foreign countries, such as the receipt of the CRL related to the BLA for DaxibotulinumtoxinA for Injection for the treatment of moderateglabellar lines or our ability to severe glabellar (frown) lines;respond to the manufacturing deficiencies raised by the CRL;
our ability to continue as a going concern;
our success or lack of success in commercializing the RHA® Collection of dermal fillers;
results from or delays in clinical trials of our product candidates;
introductions and announcements of new products by us, any commercialization partners or our competitors, and the timing of these introductions and announcements;
variations in our financial results or those of companies that are perceived to be similar to us;
changes in the structure of healthcare payment systems;
announcements by us or our competitors of significant acquisitions, licenses, strategic partnerships, joint ventures or capital commitments;
the occurrence of adverse consequences pursuant to our financing arrangements;
market conditions in the pharmaceutical and biotechnology sectors and issuance of securities analysts’ reports or recommendations;
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quarterly variations in our results of operations or those of our future competitors;
changes in financial estimates or guidance, including our ability to meet our future revenue and operating profit or loss estimates or guidance;
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sales of substantial amounts of our stock by insiders and large stockholders, or the expectation that such sales might occur;
general economic, industry and market conditions;
adverse tax laws or regulations enacted or existing laws applied to us or our customers;
additions or departures of key personnel;
intellectual property, product liability or other litigation against us;
expiration or termination of our potential relationships with customers and strategic partners;
the occurrence of trade wars or barriers, or the perception that trade wars or barriers will occur;
any buying or selling of shares of our common stock or other hedging transactions in our common stock in connection with the 2027 Notes or the capped call transactions;
widespread public health crises such as the COVID-19 pandemic; and
other factors described in this “Risk Factors” section.
These broad market fluctuations may adversely affect the trading price or liquidity of our common stock, regardless of our actual operating performance. In addition, in the past, stockholders have initiated class actions against pharmaceutical companies, including us, following periods of volatility in their stock prices. Such litigation instituted against us could cause us to incur substantial costs and divert management’s attention and resources.
If securities or industry analysts do not publish research or publish unfavorable research about our business, our stock price and trading volume could decline.
The trading market for our common stock depends, in part, on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts may cease to publish research on our company at any time in their discretion. A lack of research coverage may adversely affect the liquidity and market price of our common stock. We will not have any control of the equity research analysts or the content and opinions included in their reports. The price of our stock could decline if one or more equity research analysts downgrade our stock or issue other unfavorable commentary or research. If one or more equity research analysts ceases coverage of our company, or fails to publish reports on us regularly, demand for our stock could decrease, which in turn could cause our stock price or trading volume to decline.
Sales of substantial amounts of our common stock in the public markets, or the perception that such sales might occur, could cause the market price of our common stock to drop significantly, even if our business is doing well.*
Sales of a substantial number of shares of our common stock in the public market could occur at any time. In November 2020, we entered into a sales agreement with Cowen and Company, LLC (“Cowen”) as sales agent (the “2020 ATM Agreement”). Under the 2020 ATM Agreement, we may offer and sell, from time to time, through Cowen, shares of our common stock, par value $0.001 per share, having an aggregate offering price of up to $125 million. As of SeptemberJune 30, 2021,2022, we sold 3.35.1 million shares of common stock under the 2020 ATM Agreement resulting in net proceeds of $90.1$121.9 million after sales agent commissions,commissions.
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On May 10, 2022, we terminated the 2020 ATM Agreement and entered into a new sales agreement (the “2022 ATM Agreement”) with $32.6Cowen. Under the 2022 ATM Agreement, we may sell up to $150.0 million remaining availableof our common stock. As of both June 30, 2022 and the filing date of this Report, no shares of common stock have been sold under the 20202022 ATM Agreement.
If our stockholders sell, or the market perceives that our stockholders intend to sell, substantial amounts of our common stock in the public market, the market price of our common stock could decline significantly. For instance, shares of our common stock that were issued to HintMD stockholders as consideration for the HintMD Acquisition, including those shares issued upon the exercise of outstanding stock options, are freely tradable without restrictions or further registration under the Securities Act, in some cases following the expiration of lock-up agreements entered into between Revance and HintMD directors and members of management and certain HintMD stockholders (the “Lock-Up Agreements”). If former
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HintMD stockholders sell substantial amounts of our common stock in the public market, including following the expiration of the Lock-Up Agreements, the market price per share of our common stock may decline. Any sales of securities by stockholders could have a material adverse effect on the trading price of our common stock.
Provisions in our corporate charter documents and under Delaware law could discourage takeover attempts and lead to management entrenchment, and the market price of our common stock may be lower as a result.
Certain provisions in our amended and restated certificate of incorporation and amended and restated bylaws may make it difficult for a third party to acquire, or attempt to acquire, control of our company,the Company, even if a change in control was considered favorable by you and other stockholders. For example, our board of directors has the authority to issue up to 5,000,000 shares of preferred stock. Our board of directors can fix the price, rights, preferences, privileges, and restrictions of the preferred stock without any further vote or action by our stockholders. The issuance of shares of preferred stock may delay or prevent a change in control transaction. As a result, the market price of our common stock and the voting and other rights of our stockholders may be adversely affected. An issuance of shares of preferred stock may result in the loss of voting control to other stockholders.
Our charter documents also contain other provisions that could have an anti-takeover effect, including:
only one of our three classes of directors will be elected each year;
no cumulative voting in the election of directors;
the ability of our board of directors to issues shares of preferred stock and determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval;
the exclusive right of our board of directors to elect a director to fill a vacancy or newly created directorship;
stockholders will not be permitted to take actions by written consent;
stockholders cannot call a special meeting of stockholders;
stockholders must give advance notice to nominate directors or submit proposals for consideration at stockholder meetings;
the ability of our board of directors, by a majority vote, to amend the bylaws; and
the requirement for the affirmative vote of at least 66 2/3 percent or more of the outstanding common stock to amend many of the provisions described above.
In addition, we are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law (the “DGCL”), which regulates corporate acquisitions. These provisions could discourage potential acquisition proposals and could delay or prevent a change in control transaction. They could also have the effect of discouraging others from making
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tender offers for our common stock, including transactions that may be in your best interests. These provisions may also prevent changes in our management or limit the price that certain investors are willing to pay for our stock.
Our amended and restated bylaws and amended and restated certificate of incorporation also providesprovide that the Delaware Court of Chancery (or, if the Delaware Court of Chancery does not have jurisdiction, any state court located in Delaware or if all the Statestate courts lack jurisdiction, the federal district court for the District of DelawareDelaware) and any appellate court therefrom will be the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law:
any derivative action, suit or proceeding brought on our behalf;behalf of the Company;
any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of our directors, officers or other employeesthe Company to the Company or the Company’s stockholders;
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any action, suit or proceeding asserting a claim against usthe Company or any current or former director, officer, or other employee of the Company arising out of or pursuant to, or seeking to enforce any right, obligation or remedy under, or to interpret, apply, or determine the validity of, any provision of the DGCL, ourthe amended and restated certificate of incorporation, or ourthe amended and restated bylaws; orbylaws (as each may be amended from time to time);
any action, suit, or proceeding as to which the DGCL confers jurisdiction on the Delaware Court of Chancery, and
any action, suit or proceeding asserting a claim against usthe Company or any current or former director, officer, or other employee of the Company governed by the internal affairsinternal-affairs doctrine.
This provision would not apply to actions, suits or proceedings brought to enforce a duty or liability created by the Securities Exchange Act. Furthermore, Section 22Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction. In addition, our amended and restated bylaws provide that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any claims arising under the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims.of 1933, as amended. The exclusive forum provisionprovisions contained in our amended and restated certificate of incorporation and amended and restated bylaws may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers and other employees. If a court were to find the exclusive-forum provision in our amended and restated certificate of incorporation or amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm our business.
Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.
Our amended and restated certificate of incorporation and amended and restated bylaws provide that we will indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law.
In addition, as permitted by Section 145 of the DGCL, our amended and restated bylaws and our indemnification agreements that we have entered into with our directors and officers provide that:
We will indemnify our directors and officers for serving us in those capacities, or for serving other business enterprises at our request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful.
We may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law.
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We are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification.
We will not be obligated pursuant to our amended and restated bylaws to indemnify a person with respect to proceedings initiated by that person against us or our other indemnitees, except with respect to proceedings authorized by our board of directors or brought to enforce a right to indemnification.
The rights conferred in our amended and restated bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons.
We may not retroactively amend our amended and restated bylaw provisions to reduce our indemnification obligations to directors, officers, employees and agents.
Because we do not anticipate paying any cash dividends on our common stock in the foreseeable future, capital appreciation, if any, will be your sole source of gains.
We have not declared or paid cash dividends on our common stock to date. We currently intend to retain our future earnings, if any, to fund the development and growth of our business. In addition, the terms of the Note Purchase Agreement and any existing or future debt agreements may preclude us from paying dividends.contain similar restrictions. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.

ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.

ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
The following exhibits are included herein or incorporated herein by reference:
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile No.ExhibitFilling DateFiled Herewith
3.18-K001-362973.1February 11, 2014
3.28-K001-362973.1May 7, 2021
3.3S-1333-1931543.4December 31, 2013
4.1S-1/A333-1931544.4February 3, 2014
4.28-K001-362974.1February 14, 2020
4.38-K001-362974.2February 14, 2020
10.1+X
31.1X
31.2X
32.1†X
32.2†X
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentX
101.SCHXBRL Taxonomy Extension Schema DocumentX
101.CALXBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABXBRL Taxonomy Extension Labels Linkbase DocumentX
101.PREXBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101)X
+    Portions of this exhibit (indicated by asterisks) have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential.
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile No.ExhibitFilling DateFiled Herewith
3.18-K001-362973.1February 11, 2014
3.28-K001-362973.1May 7, 2021
3.38-K001-362973.1December 22, 2021
4.1S-1/A333-1931544.4February 3, 2014
4.28-K001-362974.1February 14, 2020
4.38-K001-362974.2February 14, 2020
31.1X
31.2X
32.1†X
32.2†X
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentX
101.SCHXBRL Taxonomy Extension Schema DocumentX
101.CALXBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABXBRL Taxonomy Extension Labels Linkbase DocumentX
101.PREXBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101)X
†     The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, and shall not be deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the Exchange Act. Such certifications shall not be deemed incorporated by reference into any filing of Revance Therapeutics, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
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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 thereunto duly authorized.
REVANCE THERAPEUTICS, INC.
Date: NovemberAugust 9, 20212022By:/s/ Mark J. Foley
Mark J. Foley
Chief Executive Officer
(Duly Authorized Principal Executive Officer)
By:/s/ Tobin C. Schilke
Tobin C. Schilke
Chief Financial Officer
(Duly Authorized Principal Financial Officer and Principal Accounting Officer)