| Item 2.01. | Completion of Acquisition or Disposition of Assets |
Merger Agreement
On July 23, 2020, Revance Therapeutics, Inc., a Delaware corporation (“Revance”), completed its previously announced acquisition (the “Merger”) of Hint, Inc., a Delaware corporation (“HintMD”), pursuant to that certain Agreement and Plan of Merger, dated as of May 18, 2020, (the “Merger Agreement”), by and among Revance, Heart Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Revance (“Merger Sub”), HintMD, and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the securityholders’ representative.
Pursuant to the terms of the Merger Agreement, at the closing of the Merger (the “Effective Time”), each share of capital stock of HintMD (the “HintMD Capital Stock”) that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive 0.3235 shares of common stock, par value $0.001 per share, of Revance (the “Revance Common Stock”). The total number of shares of Revance Common Stock issued as consideration for the Merger was 8,572,213 (the “Merger Shares”), including (i) 683,200 shares of Revance Common Stock which will be held in an escrow fund for purposes of satisfying any post-closing purchase price adjustments and indemnification claims under the Merger Agreement and (ii) options to purchase an aggregate of 801,600 shares of Revance Common Stock upon conversion of the outstanding HintMD options based on the Company Option Exchange Ratio (as defined in the Merger Agreement), with the awards retaining the same vesting and other terms and conditions as in effect immediately prior to consummation of the Merger.
The issuance of the Merger Shares was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4 (File No. 333-239059), as amended, filed by Revance with the Securities and Exchange Commission (the “SEC”) and declared effective on June 24, 2020 (the “Registration Statement”). The prospectus/information statement included in the Registration Statement contains additional information about the Merger, the Merger Agreement and the transactions contemplated thereby.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Registration Statement and is incorporated herein by reference.
Mark J. Foley, President, Chief Executive Officer and a director of Revance is a former director and equity holder of HintMD. The shares of HintMD Capital Stock beneficially owned by Mr. Foley prior to the Effective Time were automatically cancelled and converted into the right to receive shares of Revance Common Stock in accordance with the terms of the Merger Agreement (the “Foley Merger Shares”). In connection with the Merger, Mr. Foley entered into a lock-up agreement with Revance with respect to the Foley Merger Shares pursuant to which he agreed not to, except in limited circumstances, sell, transfer or dispose of, directly or indirectly, any of the Foley Merger Shares for the periods of time set forth in the lock-up agreement. The form of lock-up agreement was previously filed as Exhibit 2.3 to the Registration Statement and is incorporated herein by reference.
At the Effective Time, Aubrey Rankin, the Chief Executive Officer of HintMD, was appointed by the board of directors of Revance to serve as a director of Revance and as Revance’s President of Innovation & Technology. Mr. Rankin was designated as a Class III director whose term expires at Revance’s 2023 Annual Meeting of Stockholders. The shares of HintMD Capital Stock beneficially owned by Mr. Rankin prior to the Effective Time were automatically cancelled and converted into the right to receive shares of Revance Common Stock in accordance with the terms of the Merger Agreement (the “Rankin Merger Shares”). In addition, pursuant to the Merger, Mr. Rankin’s HintMD options converted into options to purchase shares of Revance Common Stock in accordance with the terms of the Merger Agreement (the “Rankin Merger Options”). The unvested Rankin Merger Options are subject to vesting acceleration upon which all unvested shares subject to such Revance options will become fully vested if Mr. Rankin is terminated by Revance under certain circumstances following the Effective Time. In connection with the Merger, Mr. Rankin entered into a lock-up agreement with Revance with respect to the Rankin Merger Shares and any shares of Revance Common Stock issued upon exercise of the Rankin Merger Options (collectively, the “Rankin Lock-Up Shares”) pursuant to which he agreed not to, except in limited circumstances, sell, transfer or dispose of, directly or indirectly, any of the Rankin Lock-Up Shares for the periods of time set forth in the lock-up agreement. The form of lock-up agreement was previously filed as Exhibit 2.3 to the Registration Statement and is incorporated herein by reference. In addition, Mr. Rankin entered into an employment agreement with Revance which contemplates an annual base salary of $395,000, an annual discretionary bonus target of 45% of Mr. Rankin’s base salary, and, subject to approval by the compensation committee of the Revance board of directors, an inducement award of 57,251 shares of restricted common stock of Revance that vests over a period of three years following such date. Mr. Rankin will also be eligible to participate in Revance’s Executive Severance Benefit Plan and Revance’s standard employee benefit plans, pursuant to those terms and conditions.
