ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On January 9, 2020, Revance Therapeutics, Inc. (the "Company") issued a press
release providing an update on the Company's corporate and product pipeline
update and shared anticipated milestones for 2020. The Company also reported on
a preliminary and unaudited basis its estimated cash, cash equivalents and
short-term investments balance and number of outstanding shares as of January 3,
2020. These are preliminary estimates based on currently available information
and do not present all necessary information for a complete understanding of the
Company's financial condition as of December 31, 2019 or the Company's results
of operations for the year ended December 31, 2019. A copy of the press release
is furnished as Exhibit 99.1 to this report.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
On January 8, 2020, Caryn McDowell resigned as the Senior Vice President,
General Counsel and Corporate Secretary of the Company, with an anticipated
effective date on or before March 31, 2020. Her departure is not based on any
disagreement with the Company relating to its operations, policies or practices.
In connection with Ms. McDowell's resignation, the Company entered into a
separation agreement (the "Separation Agreement") with Ms. McDowell on
January 8, 2020 providing for (i) a release of claims against the Company,
(ii) cash severance payments to Ms. McDowell in an amount equal to nine months
of her base salary, paid in equal installments on the Company's regular payroll
schedule over the nine month period following the separation date; and
(iii) certain health care continuation benefits. The Separation Agreement also
provides for an extension of the post-termination exercise period for all vested
stock options held by Ms. McDowell through the earlier of a change in control or
January 31, 2021.
The foregoing description of the terms of the Separation Agreement is not
complete and is qualified in its entirety by reference to the complete text of
the Separation Agreement, a copy of which will be filed as an exhibit to the
Company's Annual Report on Form 10-K for the year ended December 31, 2019.
ITEM 7.01 REGULATION FD DISCLOSURE
On January 9, 2020, the Company issued a press release titled "Revance Provides
Corporate Update and Anticipated Milestones for 2020." A copy of the press
release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in Items 2.02 and 7.01 and in the press release furnished as
Exhibit 99.1 to this current report shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2)
of the Securities Act of 1933, as amended. The information contained in
Items 2.02 and 7.01 and in the press release furnished as Exhibit 99.1 to this
current report shall not be incorporated by reference into any filing with the
U.S. Securities and Exchange Commission made by the Company, whether made before
or after the date hereof, regardless of any general incorporation language in
such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Number Description
99.1 Press Release dated January 9, 2020
104 Interactive Data File (embedded within the Inline XBRL document)
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