UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 17, 2014

 

 

REVANCE THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   001-36297   75-0551645

(State of

incorporation)

 

(Commission

File No.)

 

(IRS Employer

Identification No.)

Revance Therapeutics, Inc.

7555 Gateway Boulevard

Newark, California 94560

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (510) 742-3400

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On December 17, 2014, Revance Therapeutics, Inc. entered into a First Amendment to Loan and Lease Agreement with Essex Capital Corporation, which amended the Loan and Lease Agreement entered into by and between Revance and Essex Capital on December 20, 2013.

Revance entered into the Loan and Lease Agreement to finance the construction and installation of its topical botulinum toxin commercial fill and finish line. Under the terms of the Loan and Lease Agreement, Essex Capital agreed to provide Revance a series of short-term notes totaling $10.8 million (the “Essex Notes”) during the construction period. The Loan and Lease Agreement required Essex Capital to purchase the commercial fill and finish line for a purchase price equal to the principal amount of the outstanding Essex Notes and to lease such equipment back to Revance for a 36 month lease term. The Loan and Lease Agreement also required that Revance repay the Essex Notes in full if acceptance and installation of the commercial fill and finish line and the sale-leaseback transaction were not executed prior to December 20, 2014, the one year anniversary of the Loan and Lease Agreement. Revance now anticipates completing the acceptance of the commercial fill and finish line and executing the sale-leaseback transaction during the first quarter of 2015.

The First Amendment to the Loan and Lease Agreement (i) requires Revance to repay the principal balance and all accrued interest on outstanding Essex Notes, or approximately $3.9 million, on December 20, 2014, (ii) extends the term of the agreement to March 16, 2015, and (iii) provides that Revance will sell the commercial fill and finish line to Essex Capital at the original invoice amounts, not to exceed approximately $9.7 million. Concurrent with this sale, Revance agreed to lease the commercial fill and finish line from Essex Capital under the original terms of the Loan and Lease Agreement at an annual interest rate of 10.375% for a 36 month lease term.

Also, pursuant to the Loan and Lease Agreement, Revance issued to Essex Capital a warrant to purchase up to 44,753 shares of Revance common stock at an exercise price of $14.40 per share.

The Loan Agreement was previously filed as Exhibit 10.21 to the Registration Statement on Form S-1 (No. 333-193154), as filed by Revance with the Securities and Exchange Commission on December 31, 2013, and is incorporated herein by reference. The foregoing summary of the First Amendment to the Loan and Lease Agreement does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto.

 

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

 

Number

  

Description

10.1    First Amendment to Loan and Lease Agreement, dated December 17, 2014, by and between Revance Therapeutics, Inc. and Essex Capital Corporation


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: December 22, 2014     Revance Therapeutics, Inc.
    By:  

/s/ Lauren P. Silvernail

      Lauren P. Silvernail
     

Executive Vice President, Corporate Development

and Chief Financial Officer


EXHIBIT INDEX

 

Number

  

Description

10.1    First Amendment to Loan and Lease Agreement, dated December 17, 2014, by and between Revance Therapeutics, Inc. and Essex Capital Corporation

Exhibit 10.1

FIRST AMENDMENT TO

LOAN AND LEASE AGREEMENT

This First Amendment to Loan and Lease Agreement is entered into as of December 17, 2014 (the “Amendment”) by and between ESSEX CAPITAL CORPORATION (“Essex”) and REVANCE THERAPEUTICS, INC. (“Company”).

RECITALS

Company and Essex are parties to that certain Loan and Lease Agreement dated as of December 20, 2013, as amended from time to time (the “Agreement”). Acceptance of the Ima Life Equipment (as defined in the Agreement) has been delayed. As a result, the parties desire to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

1. Unless otherwise defined, all initially capitalized terms used in this Amendment shall be as defined in the Agreement.

2. The parties hereby confirm that: (a) the Initial Advance was timely requested by Company and was made in full by Essex on December 24, 2013; (b) the Second Advance was timely requested by Company and was made in full by Essex on January 27, 2014; (c) Company properly delivered Warrants to Essex in connection with the Initial Advance and the Second Advance; (d) Company sold the Seidenader Equipment to, and leased the Seidenader Equipment back from, Essex on May 28, 2014; (e) there is no remaining Seidenader Equipment to be sold or leased back under the Agreement; (f) the Notes currently outstanding from Company in favor of Essex are the Amended and Restated Secured Promissory Note dated May 28, 2014 (AR-EPN-0 I) and the Secured Promissory Note dated September 25, 2014 (Replacement Note EPN-02) (the “Existing Notes”); and (g) the aggregate principal amount of the Existing Notes is $3,904,610.61.

3. The payment date for the principal amount and all accrued interest outstanding under the Existing Notes is December 20, 2014. On that date, Company will repay the entire principal balance and all accrued interest on such Notes. No further Advances will be made under the Agreement.

4. The description of the Ima Life Equipment set forth on Exhibit A-1 and Schedule 1 to the Agreement is updated in its entirety to read as set forth on Schedule I to this Amendment. Company represents and warrants that it has not yet made its first functional use of the Ima Life Equipment, but that all of such Ima Life Equipment will be fully accepted and installed prior to March 16, 2015.

5. On March 16, 2015, Company will sell, and Essex will purchase all of such Ima Life Equipment. The purchase price for the Ima Life Equipment (the “Purchase Price”) shall be equal to the total aggregate agreement amount invoiced to Company by Ima Life and actually paid by Company to Ima Life with respect to such Ima Life Equipment; provided, however, that such Purchase Price shall not exceed $9,704,610.61. Essex shall pay the Purchase Price by delivering good funds via wire transfer. Except as modified hereby, the terms and conditions of the Agreement shall apply with respect to the sale of the Ima Life Equipment.

6. Upon receipt of the Purchase Price by Company, Essex shall lease back such Ima Life Equipment to the Company in accordance with the lease terms of the Agreement; provided, however, that at Essex’s election, the Ima Life Equipment shall be divided into separate subsets (each a “Tranche”). The details with respect to the composition of each such Tranche will be determined by the mutual agreement of the parties in good faith. Anything in the Agreement to the contrary notwithstanding, the parties agree that they will enter into separate leases for each of the Tranches. Thelma Life Equipment shall not be divided into more than ten Tranches without Company’s prior written consent.

7. Concurrently with the execution of this Amendment, Company is issuing to Essex that Certain Warrant to Purchase Capital Stock (No. EPW-03), which entitles the holder to purchase up to 44,753 shares of Company’s Common Stock.

8. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects.

 

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9. Company represents and warrants that the representations and warranties contained in the Agreement are true and correct in all material respects as of the date of this Amendment, and that, upon execution and delivery of this Amendment, no Event of Default has occurred and is continuing.

10. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

 

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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

 

REVANCE THERAPEUTICS, INC.
By:  

/s/ L. Daniel Browne

Name:   L. Daniel Browne
Title:   President and Chief Executive Officer
ESSEX CAPITAL CORPORATION
By:  

/s/ Ralph T. Iannelli

Name:   Ralph T. Iannelli
Title:   President


SCHEDULE I

UPDATED DESCRIPTION OF IMA LIFE EQUIPMENT

 

Equipment

   Manufacturer    Serial Number    Revance ID #

Vega 6 Intemal Vial Washer

   IMA LIFE    L7DO14    01-VWAS-001

Hygra 300 External Vial Washer

   IMA LIFE    L3Z047    01 -VW AS-002

CLU Compact Loading/Unloading System #1

   IMA LIFE    EK2054    01-LOAD-001

CLU Compact Loading/Unloading System #2

   IMA LIFE    EK2055    01-LOAD-002

Lyomax 17 (Lyophilizer 1)

   IMA LIFE    900EEF1028    01-LYOP-002

Lyomax 17 (Lyophilizer 2)

   IMA LIFE    900EEF1029    01-LYOP-003

Xtrema 2000 Fill Machine

   IMA LIFE    SL1028    01-VFIL-002

ALU 400 Capping Machine

   IMA LIFE    SA3069    01-VCAP-002

Sensitive AV Vial Labeler Machine

   IMA LIFE    L1D061    01-LABL-00 I

V-300 Tray Loading Machine

   IMA LIFE    L5A042    01-TRAY-001