On September 12, 2022, Revance Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, Cowen and Company, LLC and Guggenheim Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”) relating to the public offering, issuance and sale (the “Offering”) of 8,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price to the public of $25.00 per share. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to an aggregate of 1,200,000 additional shares of Common Stock from the Company at the public offering price of $25.00 per share, less underwriting discounts and commissions.
On September 13, 2022, the Underwriters notified the Company of their intent to exercise their option to purchase the additional shares in full. The gross proceeds to the Company from the Offering, including the exercise by the Underwriters of their 30-day option to purchase additional shares, is expected to be $230,000,000 before deducting underwriting discounts, commissions and other estimated offering expenses payable by the Company. The Offering is expected to close on or about September 15, 2022, subject to customary closing conditions.
The Offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3ASR (Registration No. 333-250998) (the “Registration Statement”), which was filed with the Securities and Exchange Commission (the “SEC”) and became automatically effective on November 27, 2020. The Company filed a final prospectus supplement on September 14, 2022, relating to the issuance and sale of the shares with the SEC.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.
The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
