Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.67M
2: EX-4.4 Instrument Defining the Rights of Security Holders HTML 48K
3: EX-10.32 Material Contract HTML 30K
4: EX-21.1 Subsidiaries List HTML 28K
5: EX-23.1 Consent of Expert or Counsel HTML 28K
10: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 50K
Awarded Compensation
6: EX-31.1 Certification -- §302 - SOA'02 HTML 33K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 31K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 31K
16: R1 Cover HTML 95K
17: R2 Audit Information HTML 34K
18: R3 Consolidated Balance Sheets HTML 150K
19: R4 Consolidated Balance Sheets (Parenthetical) HTML 49K
20: R5 Consolidated Statements of Operations and HTML 126K
Comprehensive Loss
21: R6 Consolidated Statements of Stockholders' Equity HTML 122K
(Deficit)
22: R7 Consolidated Statements of Cash Flows HTML 134K
23: R8 The Company HTML 39K
24: R9 Summary of Significant Accounting Policies HTML 91K
25: R10 Revenue HTML 112K
26: R11 Restructuring HTML 44K
27: R12 Cash Equivalents and Short-Term Investments HTML 69K
28: R13 Goodwill and Intangible Assets, net HTML 98K
29: R14 Inventories HTML 37K
30: R15 Accruals and other current liabilities HTML 44K
31: R16 Leases HTML 93K
32: R17 Debt HTML 64K
33: R18 Stock-based Compensation HTML 115K
34: R19 Stockholders' Equity HTML 48K
35: R20 Fair Value Measurement HTML 64K
36: R21 Income Taxes HTML 101K
37: R22 Commitments and Contingencies HTML 44K
38: R23 Segment Information HTML 60K
39: R24 Subsequent Event HTML 31K
40: R25 Pay vs Performance Disclosure HTML 41K
41: R26 Insider Trading Arrangements HTML 35K
42: R27 Summary of Significant Accounting Policies HTML 140K
(Policies)
43: R28 Summary of Significant Accounting Policies HTML 39K
(Tables)
44: R29 Revenue (Tables) HTML 102K
45: R30 Restructuring (Tables) HTML 43K
46: R31 Cash Equivalents and Short-Term Investments HTML 70K
(Tables)
47: R32 Goodwill and Intangible Assets, net (Tables) HTML 99K
48: R33 Inventories (Tables) HTML 38K
49: R34 Accruals and other current liabilities (Tables) HTML 43K
50: R35 Leases (Tables) HTML 87K
51: R36 Debt (Tables) HTML 50K
52: R37 Stock-based Compensation (Tables) HTML 108K
53: R38 Stockholders' Equity (Tables) HTML 39K
54: R39 Fair Value Measurement (Tables) HTML 62K
55: R40 Income Taxes (Tables) HTML 99K
56: R41 Segment Information (Tables) HTML 54K
57: R42 The Company (Details) HTML 61K
58: R43 Summary of Significant Accounting Policies - HTML 69K
Narrative (Details)
59: R44 Summary of Significant Accounting Policies - HTML 65K
Schedule of Reclassification (Details)
60: R45 Revenue -Revenues Disaggregated by Timing of HTML 58K
Transfer of Goods or Services (Details)
61: R46 Revenue - Receivables and Contract Liabilities HTML 42K
(Details)
62: R47 Revenue - Narrative (Details) HTML 64K
63: R48 Revenue - Contract Liabilities from Contracts HTML 47K
(Details)
64: R49 Revenue - Changes in Our Contract Liabilities from HTML 36K
Contracts (Details)
65: R50 Restructuring - Narrative (Details) HTML 38K
66: R51 Restructuring - Schedule of Restructuring Charges HTML 43K
(Details)
67: R52 Restructuring - Schedule of Severance and HTML 38K
Personnel Liabilities (Details)
68: R53 Cash Equivalents and Short-Term Investments HTML 63K
(Details)
69: R54 Goodwill and Intangible Assets, net - Narrative HTML 52K
(Details)
70: R55 Goodwill and Intangible Assets, net - Goodwill HTML 42K
(Details)
71: R56 Goodwill and Intangible Assets, net - Intangible HTML 65K
Assets and the Remaining Useful Lives (Details)
72: R57 Goodwill and Intangible Assets, net - Amortization HTML 47K
Expense (Details)
73: R58 Goodwill and Intangible Assets, net - Expected HTML 43K
Amortization Expense for the Unamortized Acquired
Intangible Assets (Details)
74: R59 Inventories (Details) HTML 38K
75: R60 Accruals and other current liabilities - Schedule HTML 45K
of Accrued Liabilities (Details)
76: R61 Leases - Narrative (Details) HTML 76K
77: R62 Leases - Operating Lease Costs (Details) HTML 47K
78: R63 Leases - Maturities of Lease Liabilities (Details) HTML 85K
79: R64 Leases - Remaining Lease terms and Discount Rates HTML 40K
(Details)
80: R65 Leases - Supplemental Cash Flow Information HTML 50K
(Details)
81: R66 Debt - Carrying Amount of Liability Component HTML 55K
(Details)
82: R67 Debt - Interest Expense (Details) HTML 40K
83: R68 Debt - Convertible Senior Notes (Details) HTML 66K
84: R69 Debt - Capped Call Transactions (Details) HTML 49K
85: R70 Debt - Notes Payable (Details) HTML 92K
86: R71 Stock-based Compensation - Stock Option Plan - HTML 135K
Narrative (Details)
87: R72 Stock-based Compensation - Stock Option Plan - HTML 70K
Summary of Stock Option (Details)
88: R73 Stock-based Compensation - Stock Option Plan - HTML 64K
Summary of Restricted Stock Activity (Details)
89: R74 Stock-based Compensation - Stock Option Plan - HTML 53K
Fair Value Assumptions (Details)
90: R75 Stock-based Compensation - Stock Option Plan - HTML 44K
Schedule of Stock-based Compensation Expense
(Details)
91: R76 Stock-based Compensation - Unrecognized HTML 47K
Compensation Cost (Details)
92: R77 Stockholders' Equity (Details) HTML 69K
93: R78 Stockholders? Equity and Stock-Based Compensation HTML 42K
- Schedule of Common Stock Equivalents Excluded
from the Calculation of Earnings per Share
(Details)
94: R79 Fair Value Measurement - Schedule of Fair Value of HTML 69K
Financial Instruments (Details)
95: R80 Fair Value Measurement - Narrative (Details) HTML 31K
96: R81 Income Taxes -Income Taxes Provision (Details) HTML 40K
97: R82 Income Taxes - Effective Tax Rate Reconciliation HTML 55K
(Details)
98: R83 Income Taxes - Deferred Tax Assets and Liabilities HTML 66K
(Details)
99: R84 Income Taxes - Narrative (Details) HTML 53K
100: R85 Income Taxes - Unrecognized Tax Benefits (Details) HTML 36K
101: R86 Commitments and Contingencies - Additional HTML 54K
Information (Details)
102: R87 Segment Information - Schedule of Reconciliation HTML 43K
of Segment Revenue to Consolidated Revenue
(Details)
103: R88 Segment Information - Schedule of Reconciliation HTML 43K
of Segment Loss from Operations to Consolidated
Loss from Operations (Details)
104: R89 Subsequent Event (Details) HTML 37K
105: R9999 Uncategorized Items - rvnc-20231231.htm HTML 48K
107: XML IDEA XML File -- Filing Summary XML 193K
110: XML XBRL Instance -- rvnc-20231231_htm XML 2.44M
106: EXCEL IDEA Workbook of Financial Report Info XLSX 215K
12: EX-101.CAL XBRL Calculations -- rvnc-20231231_cal XML 322K
13: EX-101.DEF XBRL Definitions -- rvnc-20231231_def XML 863K
14: EX-101.LAB XBRL Labels -- rvnc-20231231_lab XML 2.50M
15: EX-101.PRE XBRL Presentations -- rvnc-20231231_pre XML 1.48M
11: EX-101.SCH XBRL Schema -- rvnc-20231231 XSD 229K
108: JSON XBRL Instance as JSON Data -- MetaLinks 692± 1.01M
109: ZIP XBRL Zipped Folder -- 0001479290-24-000038-xbrl Zip 911K
‘EX-4.4’ — Instrument Defining the Rights of Security Holders
DESCRIPTION OF REVANCE THERAPEUTICS, INC. SECURITIES
The following is a description of the common stock, $0.001 par value (the “Common Stock”), of Revance Therapeutics, Inc. (“we” or the “Company”), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).
General
Our Amended and Restated Certificate of Incorporation as currently in effect (the “Certificate of Incorporation”) authorizes us to issue up to 190,000,000 shares of Common Stock and up to and 5,000,000 shares of preferred stock, $0.001 par value per share (the “Preferred Stock”). The following description summarizes selected information regarding the Common Stock, as well as relevant provisions of (i) the Certificate of Incorporation, (ii) the Company’s Amended and Restated Bylaws,
as currently in effect (the “Bylaws”), and (iii) the Delaware General Corporation Law (the “DGCL”). The following summary description of the Common Stock of the Company is qualified in its entirety by reference to the provisions of the Certificate of Incorporation and Bylaws, copies of which have been filed as exhibits to the Company’s periodic reports under the Exchange Act, and the applicable provisions of the DGCL.
Common Stock
Voting
rights. Each holder of Common Stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors.
At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by the Bylaws, the presence of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. Except as otherwise provided by statute or by applicable stock exchange rules, or by the Certificate of Incorporation or the Bylaws,
in all matters other than the election of directors, the affirmative vote of the majority of shares present at the meeting and entitled to vote generally on the subject matter shall be the act of the stockholders.
Our board of directors is divided into three classes, with each class having a three-year term. Except as otherwise provided by statute, the Certificate of Incorporation or these Bylaws, directors standing for election shall be elected by a plurality of the votes of the shares present at the meeting and entitled to vote generally on the election of directors. The Company’s stockholders do not have cumulative voting rights in the election of directors.
As a result, the holders of a majority of the shares of Common Stock entitled to vote in any election of directors can elect all of the directors standing for election, if they should so choose.
Dividends. Subject to preferences that may be applicable to any then-outstanding Preferred Stock, holders of Common Stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.
Liquidation. In the event of our liquidation, dissolution or winding up of the Company, holders of Common Stock are entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction
of any liquidation preference granted to the holders of any then-outstanding shares of Preferred Stock.
Rights and preferences. Holders of Common Stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable to the Common Stock. The rights, preferences and privileges of the holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of Preferred Stock that we may designate in the future.
Fully paid and nonassessable. All of our outstanding shares of Common Stock are fully paid and nonassessable.
Preferred Stock
Under
our Certificate of Incorporation, our board of directors has the authority, without further action by the stockholders (unless such stockholder action is required by applicable law or the rules of any stock exchange or market on which our securities are then traded), to designate and issue up to 5,000,000 shares of Preferred Stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the designations, voting powers, preferences and rights of the shares of each wholly unissued series, and any qualifications, limitations or restrictions thereof, and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding. The, rights, preferences, privileges and restrictions granted to or imposed upon any unissued series of Preferred Stock
may be greater than the rights of the Common Stock. The issuance of Preferred Stock may have the effect of delaying, deferring or preventing a change of control of the Company without further action by the stockholders, and may have the effect of delaying or preventing changes in management of the Company. In addition, the issuance of Preferred Stock may have the effect of decreasing the market price of the Common Stock and may adversely affect the voting power of holders of Common Stock and reduce the likelihood that holders of Common Stock will receive dividend payments and payments upon liquidation.
Our Certificate of Incorporation and Bylaws provide for our board of directors to be divided into three classes, with staggered three-year terms. Only one class of directors is elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Because our stockholders do not have cumulative voting rights, our stockholders representing a majority of the shares of Common Stock outstanding will be able to elect all of our directors due to be elected at each annual meeting of our stockholders. In addition, our Certificate
of Incorporation provides that vacancies on our board of directors resulting from death, resignation, disqualification, removal or other causes may be filled by the affirmative vote of a majority of the remaining directors in office, even if less than a quorum, and that newly created directorships shall be filled by the affirmative vote of a majority of the directors then in office, even if less than a quorum, unless our board of directors determines otherwise. Our Bylaws provide that all stockholder action must be effected at a duly called meeting of stockholders and not by consent in writing, and that only the chairman of our board, our president, our secretary or a majority of the authorized number of directors may call a special meeting of stockholders. Our Certificate of Incorporation
requires a 66-2/3% stockholder vote for the amendment, repeal or modification of certain provisions of our Certificate of Incorporation relating to, among other things, the classification of our board of directors and filling of vacancies on our board of directors. Our Bylaws provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at any meeting of stockholders. Our Bylaws also specify certain requirements regarding the form and content of a stockholder’s notice. In addition, any stockholder nomination must meet the requirements of Rule 14a-19 under the Exchange Act. These provisions may
preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our meetings of stockholders if the proper procedures are not followed. Our Certificate of Incorporation and Bylaws also require a 66-2/3% stockholder vote for the stockholders to adopt, amend or repeal certain provisions of our Bylaws relating to stockholder proposals at annual meetings, director nominees and the number and term of office of directors.
The combination of the classification of our board of directors, the lack of cumulative voting and the 66-2/3% stockholder voting requirements will make it more difficult for our
existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. We expect that these provisions might also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated Preferred Stock makes it possible for our board of directors to issue Preferred Stock with voting or other rights or preferences that could impede the success of any attempt to effect a change of our control.
These
provisions may have the effect of deterring hostile takeovers or delaying changes in our control or in our management. These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and in the policies they implement, and to discourage certain types of transactions that may involve an actual or threatened change of our control. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our shares that could result from actual or rumored takeover attempts.
Exclusive Forum
Our Certificate
of Incorporation and Bylaws provide 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 state courts lack jurisdiction, the federal district court for the District of Delaware) 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 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 the Company to the Company or the Company’s stockholders or any action asserting a claim for aiding and abetting any such breach of fiduciary duty;
•
any
action, suit or proceeding asserting a claim against the 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, the amended and restated certificate of incorporation, or the amended and restated bylaws (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 the Company or any current or former director, officer, or other employee of the Company governed by the internal-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 of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction. In addition, our 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 of 1933, as amended.
Section 203 of Delaware Law
We are subject to Section 203 of the Delaware General Corporation Law (“Section 203”), which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:
•
before
such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
•
upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of
determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
•
on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66-2/3% of the outstanding voting stock that is not owned by the interested stockholder.
In general, Section 203 defines business combination to include the following:
•
any
merger or consolidation involving the corporation and the interested stockholder;
•
any sale, lease, transfer, pledge or other disposition of 10% or more of the assets of the corporation to or with the interested stockholder;
•
subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
•
any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or
•
the
receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits by or through the corporation.
In general, Section 203 defines interested stockholder as an entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation or any entity or person affiliated with or controlling or controlled by such entity or person.
A Delaware corporation may “opt out” of these provisions with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or bylaws
resulting from a stockholders’ amendment approved by at least a majority of the outstanding voting shares. We have not opted out of these provisions. As a result, mergers, or other takeover or change in control attempts of us may be discouraged or prevented.
