Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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1: 10-K Annual Report HTML 1.45M
2: EX-10.25 Material Contract HTML 35K
3: EX-10.40 Material Contract HTML 63K
4: EX-10.42 Material Contract HTML 206K
5: EX-23.1 Consent of Experts or Counsel HTML 29K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 35K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 32K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 32K
70: R1 Document and Entity Information HTML 59K
56: R2 Consolidated Balance Sheets HTML 140K
68: R3 Consolidated Balance Sheets (Parenthetical) HTML 63K
73: R4 Consolidated Statement of Operations and HTML 109K
Comprehensive Loss
92: R5 Consolidated Statements of Changes in Convertible HTML 256K
Preferred Stock and of Stockholders’ Equity
(Deficit)
59: R6 Consolidated Statements of Changes in Convertible HTML 41K
Preferred Stock and of Stockholders’ Equity
(Deficit) (Parenthetical)
67: R7 Consolidated Statements of Cash Flows HTML 234K
51: R8 The Company and Basis of Presentation HTML 44K
41: R9 Summary of Significant Accounting Policies HTML 83K
93: R10 License Agreements HTML 37K
75: R11 Medicis Settlement HTML 43K
74: R12 Fair Value Measurements HTML 123K
80: R13 Balance Sheet Components HTML 82K
81: R14 Notes Payable HTML 60K
78: R15 Convertible Notes, Warrants, and Related HTML 61K
Derivatives
82: R16 Interest Expense HTML 62K
69: R17 Commitments and Contingencies HTML 47K
71: R18 Common Stock HTML 51K
77: R19 Convertible Preferred Stock HTML 62K
101: R20 Warrants HTML 64K
88: R21 Stock Option Plan HTML 232K
63: R22 Net Income (Loss) per Share Attributable to Common HTML 80K
Stockholders
76: R23 Income Taxes HTML 93K
65: R24 Defined Contribution Plan HTML 34K
32: R25 Subsequent Events HTML 37K
89: R26 Quarterly Results of Operations (Unaudited) HTML 86K
97: R27 Summary of Significant Accounting Policies HTML 147K
(Policies)
46: R28 Fair Value Measurements (Tables) HTML 117K
45: R29 Balance Sheet Components (Tables) HTML 85K
49: R30 Notes Payable (Tables) HTML 42K
50: R31 Convertible Notes, Warrants, and Related HTML 41K
Derivatives (Tables)
52: R32 Interest Expense (Tables) HTML 60K
24: R33 Commitments and Contingencies (Tables) HTML 37K
86: R34 Common Stock (Tables) HTML 48K
61: R35 Convertible Preferred Stock (Tables) HTML 52K
64: R36 Warrants (Tables) HTML 52K
36: R37 Stock Option Plan (Tables) HTML 210K
100: R38 Net Income (Loss) per Share Attributable to Common HTML 81K
Stockholders (Tables)
16: R39 Income Taxes (Tables) HTML 83K
53: R40 Quarterly Results of Operations (Unaudited) HTML 85K
(Tables)
91: R41 The Company and Basis of Presentation - Additional HTML 90K
Information (Detail)
34: R42 Summary of Significant Accounting Policies HTML 71K
(Details)
44: R43 License Agreements (Details) HTML 52K
48: R44 Medicis Settlement - Additional Information HTML 79K
(Detail)
57: R45 Fair Value Measurements - Schedule of Fair Value HTML 89K
of Financial Instruments (Detail)
23: R46 Fair Value Measurements - Summary of Changes in HTML 95K
Fair Value of Financial Instruments (Detail)
40: R47 Fair Value Measurements (Narrative) (Details) HTML 31K
18: R48 Balance Sheet Components - Additional Information HTML 38K
(Detail)
90: R49 Balance Sheet Components - Schedule of Property HTML 55K
and Equipment, Net (Detail)
33: R50 Balance Sheet Components - Schedule of Prepaid HTML 42K
Expenses and Other Current Assets (Detail)
87: R51 Balance Sheet Components - Schedule of Accruals HTML 57K
and Other Current Liabilities (Detail)
37: R52 Balance Sheet Components - Schedule of Other HTML 40K
Non-Current Assets (Detail)
54: R53 Notes Payable - Hercules Notes Payable (Detail) HTML 97K
17: R54 Notes Payable - Essex Capital Notes (Detail) HTML 111K
21: R55 Notes Payable - Summary of Aggregate Total Future HTML 37K
Minimum Lease Payments under the Financing
Obligation (Detail)
47: R56 Notes Payable - Summary of Future Principal HTML 44K
Payments under the Notes Payable (Detail)
27: R57 Convertible Notes, Warrants, and Related HTML 154K
Derivatives - Additional Information (Detail)
94: R58 Convertible Notes, Warrants, and Related HTML 46K
Derivatives - Fair Value Assumptions Using "Monte
Carle" Simulation (Details)
60: R59 Interest Expense - Summary of Interest Expense by HTML 56K
Cash and Non-Cash Components (Detail)
79: R60 Commitments and Contingencies - Additional HTML 44K
Information (Detail)
39: R61 Commitments and Contingencies - Schedule of Future HTML 48K
Minimum Lease Payments under Non-Cancelable
Operating Leases (Detail)
42: R62 Common Stock - Additional Information (Detail) HTML 61K
85: R63 Convertible Preferred Stock - Additional HTML 137K
Information (Detail)
83: R64 Convertible Preferred Stock - Outstanding HTML 80K
(Details)
62: R65 Warrants - Additional Information (Detail) HTML 151K
84: R66 Warrants - Schedule of Warrants (Details) HTML 55K
38: R67 Warrants - Assumptions Using Black-Scholes Model HTML 39K
(Details)
66: R68 Stock Option Plan - Additional Information HTML 140K
(Detail)
96: R69 Stock Option Plan - Summary of Stock Option and HTML 175K
Restricted Stock Award Activity (Details)
20: R70 Stock Option Plan - Stock Options Outstanding and HTML 89K
Exercisable (Details)
31: R71 Stock Option Plan - Summary of Restricted Stock HTML 64K
Award Activity (Details)
55: R72 Stock Option Plan - Fair Value Assumptions HTML 59K
(Details)
26: R73 Stock Option Plan - Schedule of Stock-based HTML 41K
Compensation Expense (Details)
99: R74 Net Income (Loss) per Share Attributable to Common HTML 104K
Stockholders - Schedule of Computation of Basic
and Diluted Net Income (Loss) Per Share
Attributable to Common Stockholders (Detail)
35: R75 Net Income (Loss) per Share Attributable to Common HTML 50K
Stockholders - Summary of Common Stock Equivalents
Excluded from Computation of Diluted Net Income
(Loss) Per Share (Detail)
28: R76 Income Taxes - Additional Information (Detail) HTML 61K
30: R77 Income Taxes - Deferred Tax Assets and Liabilities HTML 61K
(Details)
22: R78 Income Taxes - Effective Tax Rate Reconciliation HTML 58K
(Details)
25: R79 Income Taxes - Unrecognized Tax Benefits (Details) HTML 40K
72: R80 Defined Contribution Plan - Additional Information HTML 31K
(Details)
29: R81 Subsequent Events - Additional Information HTML 82K
(Details)
95: R82 Quarterly Results of Operations (Unaudited) - HTML 67K
Additional Information (Details)
98: XML IDEA XML File -- Filing Summary XML 166K
19: EXCEL IDEA Workbook of Financial Reports XLSX 270K
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THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR A VALID EXEMPTION THEREFROM.
THIS CERTIFIES THAT, for value received, ESSEX CAPITAL CORPORATION, with its principal office at
1486 East Valley Road, 2nd Floor, Santa Barbara, California93108, or assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Revance Therapeutics, Inc., a Delaware corporation (the “Company”), with its principal office at 7555 Gateway Boulevard, Newark, California94560, the Exercise Shares
(defined below). This Warrant is being issued in connection with that certain Loan and Lease Agreement dated as of December 20, 2013, as amended by the First Amendment to Loan and Lease Agreement dated the date hereof (the "Effective Date") between Holder and Company (as so amended, the "Agreement").
1.DEFINITIONS. As used herein, the following terms shall have the following respective meanings:
(a) “Exercise Period” shall mean the period commencing with the date of this warrant and ending on the Expiration Date, unless terminated earlier in accordance with the terms hereof.
(b) “Exercise
Price” shall mean $14.40 per Exercise Share; provided further that the Exercise Price is subject to further adjustment pursuant to Section 5 below.
(c) “Exercise Shares” shall mean 44,753 shares of Warrant Stock, subject to further adjustment pursuant to Section 5 below.
(d) “Expiration Date” shall mean the fifth anniversary of the Effective Date, subject to early termination pursuant to Section 7 below.
(f) “Warrant Stock” shall mean the Company’s Common Stock.
2. EXERCISE OF WARRANT. The rights represented by this Warrant may be exercised in whole or in part at any time during the Exercise Period, by delivery of the following
1.
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to
the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder):
(a) An executed Notice of Exercise in the form attached hereto;
(b) Payment of the Exercise Price either (i) in cash or by check, (ii) by cancellation of indebtedness, or (iii) through a net exercise pursuant to Section 2.1 below; and
(c) This Warrant.
Upon the exercise of the rights represented by this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or persons affiliated with the Holder, if the Holder
so designates, shall be issued and delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder may request, exercisable for the number of Exercise Shares equal (without giving effect to any adjustment therein) to the total number of such Exercise Shares for which this Warrant is then exercisable minus the number of Exercise Shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised.
The person or entity in whose name any certificate or certificates for Exercise Shares are to be
issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.
2.1 Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one Exercise Share is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising
this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula:
X = Y (A-B)
A
Where X = the number of Exercise Shares to be issued to the Holder
Y =
the
number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant being canceled (at the date of such calculation)
2.
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A =
the fair market value of one Exercise Share (at the date of such calculation)
B =
Exercise
Price (as adjusted to the date of such calculation)
For purposes of the above calculation, the fair market value per share shall be determined as follows:
(i) if traded on a securities exchange, the fair market value shall be the average of the closing prices over a five (5) day period ending three (3) days before the day the current fair market value of the securities is being determined;
(ii) if actively traded over-the-counter, the fair market value shall be the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the five (5) day period ending three (3) days before the day the current fair market value of the securities is being determined; or
(iii) if
not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the fair market value shall be determined in good faith by the Company’s Board of Directors.
2.2 [Intentionally Omitted]
2.3 Automatic Exercise. Notwithstanding anything to the contrary herein, if any portion of this Warrant has not been exercised as of immediately prior to the expiration of the Exercise Period, and the fair market value of one Exercise Share is greater than the Exercise Price as of such time, any such unexercised portion of this Warrant shall automatically be deemed to be exercised in full pursuant to the provisions of Section 2.1 hereof, without any further action
on behalf of the Holder, immediately prior to the time this Warrant would otherwise expire pursuant to the terms of this Warrant.
3.1 Exercise Shares. The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof. The Company further covenants
and agrees that the Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of this Warrant, and free from pre-emptive rights, a number of Exercise Shares equal to the total number of Exercise Shares from time to time issuable upon exercise of this Warrant, and, from time to time, will take all steps necessary to amend its Certificate of Incorporation to provide sufficient reserves of Exercise Shares issuable upon exercise of this Warrant.
3.2 [Intentionally Omitted].
4. REPRESENTATIONS OF HOLDER.
3.
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4.1 Acquisition of Warrant for Personal Account. The Holder represents and warrants that it is acquiring the Warrant and the Exercise Shares solely for its account for investment and not with a view to or for sale or distribution of said Warrant or Exercise Shares or any part thereof. The Holder also represents that the entire legal and beneficial interests of the Warrant and Exercise Shares the Holder is acquiring is being acquired for its account only.
4.2 Securities Are Not Registered.
(a) The Holder
understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
(b) The Holder recognizes that the Warrant and the Exercise Shares must be held indefinitely unless they are subsequently registered under
the Act or an exemption from such registration is available. The Holder recognizes that the Company has no obligation to register the Warrant or the Exercise Shares of the Company, or to comply with any exemption from such registration, except as may be provided for in the Investor Rights Agreement.
(c) The Holder is aware that neither the Warrant nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met, including, among other things, the availability of certain current public information about the
Company, the resale following the required holding period under Rule 144 and the number of shares being sold during any three month period not exceeding specified limitations.
4.3 Disposition of Warrant and Exercise Shares.
(a) The Company and the Holder agree that the Warrant and the Exercise Shares will be subject to any applicable restrictions on transfer set forth in Section 2.1 of the Investor Rights Agreement. No such restrictions shall apply to a transfer, in whole or in part, (i) to an assignee of any Lease executed pursuant to the Agreement, (ii) to up to a total of ten (10) persons
or entities that provide financing for any of the Leases (each, a "Funding Party'") or (iii) to an Affiliated Entity (as defined in the Investor Rights Agreement) of a Funding Party. Provided, however, neither this Warrant nor any rights hereunder may be assigned, conveyed or transferred, in whole or in part, to any person who does not qualify as an "accredited investor” within the meaning of Regulation D promulgated under the Act.
(b) The Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder may bear the following legend:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF
4.
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AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR A VALID EXEMPTION THEREFROM.
4.4 Accredited Investor Status. The Holder is an “accredited investor” as defined in Regulation D promulgated under the Act.
5. ADJUSTMENT OF EXERCISE PRICE.
5.1 Changes in Securities. In the event of
changes in the outstanding Common Stock of the Company by reason of stock dividends, splits, recapitalizations, reclassifications, combinations or exchanges of shares, separations, reorganizations, consolidation, merger, liquidations, or the like, the number and class of shares available under the Warrant in the aggregate and the Exercise Price shall be correspondingly adjusted to give the Holder of the Warrant, on exercise for the same aggregate Exercise Price, the total number, class, and kind of shares as the Holder would have owned had the Warrant been exercised prior to the event and had the Holder continued to hold such shares until after the event requiring adjustment; provided, however, that such adjustment shall not be made with respect to, and this Warrant shall terminate if not exercised prior to, the events set forth in Section
7 below. The form of this Warrant need not be changed because of any adjustment in the number of Exercise Shares subject to this Warrant.
5.2 Continuation of Terms. Subject to Section 7, upon any reorganization, consolidation or merger (and any liquidation following any such event) referred to in this Section 5, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation or merger, or the effective date of liquidation following any such event, as the case may be, and shall be binding upon the issuer of any stock or other securities in such event, whether or not such person shall have expressly assumed the terms of this Warrant.
6. FRACTIONAL
SHARES. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Exercise Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then current fair market value of an Exercise Share by such fraction.
7. [Intentionally Omitted].
8. MARKET
STAND-OFF AGREEMENT. Holder agrees that the market stand-off agreement in Section 2.11 of the Investor Rights Agreement shall apply to the Warrant and the Exercise Shares.
9. NO STOCKHOLDER RIGHTS. This Warrant in and of itself shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company.
5.
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10. LOST,
STOLEN, MUTILATED OR DESTROYED WARRANT. If this Warrant is lost, stolen, mutilated or destroyed, the Company may, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.
11. NOTICES, ETC. All notices and other communications required or permitted hereunder
shall be in writing and shall be sent by telex, telegram, express mail or other form of rapid communications, if possible, and if not then such notice or communication shall be mailed by first-class mail, postage prepaid, addressed in each case to the party entitled thereto at the following addresses: (a) if to the Company, to Revance Therapeutics, Inc., Attention: Chief Financial Officer, 7555 Gateway Boulevard, Newark, CA94560 and (b) if to the Holder, to the address stated herein, or at such other address as one party may furnish to the other in writing. Notice shall be deemed effective on the date dispatched if
by personal delivery, telecopy, telex or telegram, two days after mailing if by express mail, or three days after mailing if by first-class mail. In the event of any Acquisition Event, the Company shall provide to the Holder ten (10) days advance notice of such Acquisition Event.
12. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.
13. AMENDMENT. Any term of this Warrant may be amended or waived with the written consent of the Company and the Holder.
14. GOVERNING
LAW. This Warrant and all rights, obligations and liabilities hereunder shall be governed by and construed under the laws of the State of California as applied to agreements among California residents, made and to be performed entirely within the State of California without giving effect to conflicts of laws principles.
[SIGNATURE PAGE FOLLOWS]
6.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer as of the first date set
forth above.
(1) ¨ The undersigned hereby elects to purchase _________ shares of Common Stock of Revance Therapeutics, Inc. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full.
¨ The undersigned hereby elects to purchase __________ shares of ________________Stock of the Company pursuant
to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant.
(2) Please issue a certificate or certificates representing said shares of stock in the name of the undersigned or in such other name as is specified below:
(Name)
(Address)
(3) The undersigned represents that (i) the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the
Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) undersigned understands that the shares issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona
fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) undersigned is aware that the aforesaid shares may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144; (vi) undersigned agrees not to make any disposition of all or any part of the aforesaid shares unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement, unless an exemption rom such registration is then available; and (vii) undersigned agrees to continue to be bound by the terms of the Warrant, including the
market stand-off agreement in Section 8.
Date:
By:
Name:
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Dates Referenced Herein and Documents Incorporated by Reference
