RISK FACTORS

An investment in Revance common stock in connection with the Merger involves risks. Revance describes below the material risks and uncertainties that it believes affect its business and an investment in the Revance common stock. In addition to the other information contained in this prospectus/information statement and the matters addressed under “Cautionary Statement About Forward-Looking Statements,” you should carefully read and consider all of the risks and all other information contained in this prospectus/information statement in deciding whether to vote your HintMD shares in favor of the HintMD Written Consent. If any of the risks described in this prospectus/information statement occur, Revance’s financial condition, results of operations and cash flows could be materially and adversely affected. If this were to happen, the value of the Revance common stock and the Merger Consideration could decline significantly, and, after consummation of the Merger, you could lose all or part of your investment. For additional information, see “Where You Can Find More Information” beginning on page 258 of this prospectus/information statement.

Risks Related to the Merger

Because the number Merger Shares are subject to purchase price adjustments pursuant to the Merger Agreement, and the market price of Revance common stock will fluctuate, you cannot be sure of the value of the Per Share Merger Consideration that you will receive in the Merger until the Merger Closing Date.

In connection with the Merger Closing, HintMD stockholders will be entitled to receive a fixed number of shares of Revance common stock in the Merger, rather than a number of shares of Revance common stock with a particular fixed market value (subject to the adjustments described in “The Merger Agreement—Merger Consideration” and “The Merger Agreement—Post-Closing Adjustment to Merger Shares”). The fixed number of shares of Revance common stock that will be issued will not be determined until the Merger Closing Date based on estimates of Cash and Cash Equivalents, Debt, Net Working Capital and unpaid Transaction Expenses of HintMD and will be subject to a post-closing adjustment.

In addition, the market price of the shares of Revance common stock issuable in connection with the Merger will fluctuate from its price on the date prior to the date the Merger Agreement was executed, the date of this prospectus/information statement or the date on which HintMD stockholders vote or execute the HintMD Written Consent regarding the Merger. The Merger Shares will not be adjusted to reflect any changes in the market prices of Revance common stock and the market value of Revance common stock issued in connection with the Merger may be higher or lower than the market values of these shares on earlier dates.

Changes in the market price of Revance common stock may result from a variety of factors that are beyond the control of Revance, including changes in its business, operations and prospects, regulatory considerations, governmental actions, and legal proceedings and other developments. Market assessments of the benefits of the Merger, the likelihood that the Merger will be completed and general and industry-specific market and economic conditions may also have an effect on the market price of Revance common stock. Changes in market price of Revance common stock may also be caused by business impacts of the COVID-19 pandemic, fluctuations and developments affecting industry-specific and general economic and market conditions and may have an adverse effect on Revance common stock prior to the consummation of the Merger.

HintMD is not permitted to terminate the Merger Agreement solely because of changes in the market price of Revance common stock. You are urged to obtain an up-to-date price for Revance common stock. There is no assurance that the Merger will be completed, that there will not be a delay in the completion of the Merger, or that all or any of the anticipated benefits of the Merger will be obtained.

The Merger will not be completed unless the conditions are satisfied or waived, including approval by HintMD stockholders.

The consummation of the Merger is subject to numerous conditions, including (i) there being no court order or law enacted which would make the consummation of the Merger illegal, (ii) the adoption of the Merger

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Agreement and the approval of the Merger by the requisite HintMD stockholders, (iii) the effectiveness of the Registration Statement on Form S-4 of which this prospectus/information statement forms a part, and (iv) other customary closing conditions. See the section “The Merger Agreement — Conditions to Completion of the Merger.”

If the Merger is not completed for any reason, including the failure to complete the Merger by the End Date (or such later date to which such date may be extended in accordance with the terms of the Merger Agreement), the price of Revance common stock may decline to the extent that the market price of Revance common stock reflects or previously reflected positive market assumptions that the Merger would be completed and the related benefits would be realized. In addition, Revance and HintMD have expended and will continue to expend significant management time and resources and have incurred and will continue to incur significant expenses due to legal, advisory, printing and financial services fees related to the Merger. These expenses must be paid regardless of whether the Merger is consummated. If the Merger is not consummated because the Merger Agreement is terminated, HintMD may be required under certain circumstances to pay Revance a Termination Fee of $7.5 million. There is no assurance that the Merger will be consummated. See “The Merger Agreement—Condition to Completion of the Merger” and “The Merger Agreement—Termination of the Merger Agreement” beginning on pages 123 and 128 of this prospectus/information statement.

HintMD stockholders who receive shares of Revance common stock in the Merger will have a reduced ownership and voting interest after the Merger and will exercise less influence over management.

HintMD stockholders currently have the right to vote in the election of the board of directors of HintMD and on other matters affecting HintMD. Upon the completion of the Merger, HintMD stockholders who receive shares of Revance common stock in the Merger will be stockholders of Revance with a percentage ownership in Revance that is smaller than such stockholder’s current percentage ownership of HintMD. It is currently expected that the former stockholders of HintMD as a group will receive shares in the Merger constituting approximately     % of the outstanding shares of Revance common stock immediately after the Merger. Because of this, HintMD stockholders who receive shares of Revance common stock in the Merger will have less influence on the management and policies of the combined company than they now have on the management and policies of HintMD.

Revance and HintMD may waive one or more of the conditions to the Merger without re-soliciting HintMD stockholder approval for the Merger Agreement.

Revance or HintMD may determine to waive, in whole or in part, one or more of the conditions to its obligations to consummate the Merger. Revance or HintMD currently expect to evaluate the materiality of any waiver and its effect on Revance or HintMD stockholders, as applicable, in light of the facts and circumstances at the time to determine whether any amendment of this prospectus/information statement or any re-solicitation of proxies is required in light of such waiver. Any determination whether to waive any condition to the Merger or as to re-soliciting stockholder approval or amending this prospectus/information statement as a result of a waiver will be made by Revance or HintMD, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time.

While the Merger is pending, HintMD is subject to contractual restrictions that could harm its business and operating results.

The Merger Agreement includes restrictions on the conduct of HintMD’s business prior to the completion of the Merger, generally requiring HintMD to operate in the ordinary course of business and in compliance with applicable law, and restricting HintMD from taking certain specified actions absent Revance’s prior written consent. See “The Merger Agreement—Conduct of Business” beginning on page 118 of this prospectus/information statement. HintMD may find that these and other obligations in the Merger Agreement may delay or prevent HintMD from or limit its ability to respond effectively to competitive pressures, industry developments

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and future business opportunities that may arise during such period, even if HintMD’s management and the HintMD board think they may be advisable. These restrictions could adversely impact HintMD’s business and operating results, regardless of whether the Merger is completed.

The Merger Agreement limits HintMD’s ability to pursue alternative transactions which could deter a third party from proposing an alternative transaction.

The Merger Agreement contains provisions that, subject to certain exceptions, limit HintMD’s ability to solicit, initiate or knowingly encourage, knowingly induce or knowingly facilitate the communication, making, submission or announcement of any Takeover Proposal or Takeover Inquiry or furnish any nonpublic information regarding HintMD in connection with or in response to a Takeover Proposal or Takeover Inquiry. See “The Merger Agreement—No Solicitation of Alternative Proposals” beginning on page 118 of this prospectus/information statement. It is possible that these or other provisions in the Merger Agreement might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of the outstanding shares of HintMD common stock from considering or proposing an acquisition or might result in a potential competing acquirer proposing to pay a lower per share price to acquire HintMD common stock than it might otherwise have proposed to pay.

The consummation of the Merger may permit counterparties to other agreements with HintMD to terminate those agreements.

HintMD is party to certain agreements that give the counterparties to such agreements, including investors and commercial partners, certain rights, including notice, consent and other rights in connection with “change of control” transactions or otherwise, that may give rise to a default by HintMD under the agreements or may give rise to other rights of the counterparty, such as the right to terminate the agreement. Under certain of these agreements, the Merger may constitute a “change of control” or otherwise give rise to consent, termination rights or other rights, which the counterparties may assert. If the counterparties do claim a default of the agreements by HintMD, terminate the agreements, or assert other rights in connection with the Merger, such actions may adversely affect business and operations of Revance and the value of Revance common stock following the Merger.

HintMD’s executive officers and directors have financial interests in the Merger that are different from, or in addition to, the interests of HintMD stockholders generally.

Executive officers of HintMD negotiated the terms of the Merger Agreement with Revance, and the HintMD board unanimously approved and recommended that HintMD stockholders vote to approve the Merger Agreement. In considering these facts and the other information contained in this prospectus/information statement, you should be aware that certain HintMD’s executive officers and directors have financial interests in the Merger that are different from, or in addition to, the interests of HintMD stockholders generally. For additional information, see “The Merger—Interests of HintMD Directors and Executive Officers in the Merger” beginning on page 105 of this prospectus/information statement.

The Merger will involve substantial costs.

Revance and HintMD have incurred and expect to continue to incur substantial costs and expenses relating directly to the Merger and the issuance of Revance common stock in connection with the Merger, including, as applicable, professional fees and expenses, insurance premium costs, fees and costs relating to regulatory filings and notices, SEC filing fees, printing and mailing costs and other transaction-related costs, fees and expenses. If the Merger is not completed, Revance and HintMD will have incurred substantial expenses for which no ultimate benefit will have been received by either company.

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Failure of the Merger to be completed, the termination of the Merger Agreement or a significant delay in the consummation of the Merger could negatively affect Revance and HintMD.

If the Merger is not consummated, the ongoing business, financial condition and results of operations of each party may be materially adversely affected and the market price of Revance’s common stock may decline significantly, particularly to the extent that the current market price reflects a market assumption that the Merger will be consummated. If the consummation of the Merger is delayed, the business, financial condition and results of operations of each company may be materially adversely affected. If the Merger Agreement is terminated and the HintMD board seeks another Merger or business combination, HintMD stockholders cannot be certain that HintMD will be able to find a party willing to engage in a transaction on more attractive terms than the Merger. HintMD may require an immediate infusion of cash through a dilutive financing and such financing may not be available or may not be available on attractive terms.

Uncertainty about the Merger may adversely affect the business of Revance and HintMD whether or not the Merger is completed.

Each of Revance and HintMD are subject to risks in connection with the announcement and pendency of the Merger including risks from possibly foregoing opportunities Revance and HintMD might otherwise pursue absent the proposed Merger. Furthermore, uncertainties about the Merger may cause current and prospective employees of HintMD to experience uncertainty about their future with HintMD or Revance. These uncertainties may impair HintMD’s ability to retain, recruit or motivate key management and other personnel.

If the Merger does not qualify as a tax-free reorganization, the receipt of Revance common stock pursuant to the Merger could be fully taxable to all HintMD stockholders.

Each of Revance and HintMD intends the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. However, completion of the Merger is not conditioned upon receipt of an opinion from counsel dated as of the Closing Date that the Merger qualifies as a reorganization. The tax opinions received by Revance and HintMD as of the effective date of this prospectus/information statement are based on representation letters delivered as of such date by Revance and HintMD pertaining to factual matters and on certain factual assumptions, including with respect to the number of HintMD shares held by, and the amount of consideration payable to, HintMD stockholders that exercise appraisal rights, if any. If any of these assumptions or representations proves incorrect, for example, if there is a change in applicable law or if consideration paid to HintMD stockholders exercising dissenters’ rights is significant, the Merger could be fully taxable to all HintMD stockholders. See the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 131.

The Merger Agreement provides that following the Merger Closing, Revance will be entitled to indemnification for damages from the Escrow Shares and, in some cases, directly against the holders of HintMD capital stock and the Term Loan Agreement for the indemnifiable matters set forth in the Merger Agreement.

The Merger Agreement provides that each holder of HintMD common stock, HintMD preferred stock and the holder of convertible securities under the Term Loan Agreement, but excluding dissenting stockholders and holders of HintMD options in their capacity as such (the “Participating Securityholders”) will, severally and not jointly, in accordance with their Escrow Ownership Percentages, indemnify Revance, and its affiliates, officers, directors, employees, stockholders, agents, other representatives, successors and permitted assigns in respect of any Damages arising out of certain indemnifiable matters set forth in the Merger Agreement. If Revance become entitled to recover Damages with respect to such indemnifiable matters, it will be entitled to recover such Damages from the Escrow Shares held in the Escrow Account, which would reduce the portion of the Escrow Shares payable to the Participating Securityholders. The Merger Agreement also provides that Revance can seek indemnification directly against the Participating Securityholders for Damages respect to the Specified

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Representations and the other indemnification matters provided for in the Merger Agreement that are not based on breaches of the HintMD representation and warranties, subject to the limitations provided in the Merger Agreement. For a description of these indemnification obligations, see the section entitled “The Merger Agreement – Indemnification” beginning on page 126.

Risks Related to Revance Following the Merger

Revance may fail to realize the benefits expected from the Merger or those benefits may take longer to realize than expected, which could adversely affect its stock price.

The anticipated benefits Revance expects from the Merger are based necessarily on projections and assumptions about the combined businesses of Revance and HintMD, which may not materialize as expected or which may prove to be inaccurate. In addition, Revance may not realize the anticipated benefits within the anticipated time frame if the integration process takes longer than expected or is costlier than expected. The value of Revance common stock following the completion of the Merger could be adversely affected if Revance is unable to realize the anticipated benefits from the Merger on a timely basis or at all. Achieving the benefits of the Merger will depend, in part, on Revance’s ability to integrate the business, operations and products of HintMD successfully and efficiently with its business. The challenges involved in the integration, which will be complex and time-consuming, include the following:

If Revance does not successfully manage these issues and the other challenges inherent in integrating an acquired business of the size and complexity of HintMD, then Revance may not achieve the anticipated benefits of the Merger and its revenue, expenses, operating results and financial condition could be materially adversely affected.

Revance’s future results could suffer if it does not effectively manage its expanded operations following the Merger.

Following the Merger, the size and scope of operations of the Revance’s business will increase beyond the current size and scope of operations of either Revance’s or HintMD’s current businesses. In addition, Revance may continue to expand its size and operations through additional acquisitions or other strategic transactions. Revance’s future success depends, in part, upon its ability to manage its expanded business, which may pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. There can be no assurances that Revance will be successful or that it will realize the expected synergies and other benefits currently anticipated from the Merger or anticipated from any additional acquisitions or strategic transactions that Revance may undertake in the future.

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Revance expects to incur substantial expenses related to the Merger.

Revance expects to incur substantial expenses in connection with completing the Merger and combining the business, operations, networks, systems, technologies, policies and procedures of Revance and HintMD. Although Revance and HintMD have assumed that a certain level of transaction and combination expenses would be incurred, there are a number of factors beyond their control that could affect the total amount or the timing of these expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Due to these factors, the transaction and combination expenses associated with the Merger could, particularly in the near term, exceed the savings that the combined company expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the combination of the businesses following the completion of the Merger. In addition, prior to completion of the Merger, each of HintMD and Revance will incur or have incurred substantial expenses in connection with the negotiation and completion of the Contemplated Transactions. If the Merger is not completed, Revance and HintMD would have to recognize these expenses without realizing the anticipated benefits of the Merger.

The acquisition of HintMD may result in significant charges or other liabilities that could adversely affect the financial results of the combined company.

The financial results of the combined company may be adversely affected by cash expenses and non-cash accounting charges incurred in connection with Revance’s integration of the business and operations of HintMD. The amount and timing of these possible charges are not yet known. Further, Revance’s failure to identify or accurately assess the magnitude of certain liabilities or necessary technology investments it is assuming in the Merger could result in unexpected litigation or regulatory exposure, unfavorable accounting charges, unexpected increases in taxes due, a loss of anticipated tax benefits or other adverse effects on Revance’s business, operating results or financial condition. The price of Revance common stock following the Merger could decline to the extent the combined company’s financial results are materially affected by any of these events.

The Revance common stock to be received by HintMD stockholders as a result of the Merger will have different rights from the shares of HintMD capital stock currently held by HintMD stockholders.

Upon completion of the Merger, HintMD stockholders will become Revance stockholders and their rights as stockholders will be governed by the Revance certificate of incorporation and the Revance bylaws. The rights associated with Revance common stock is different from the rights associated with HintMD capital stock, and afford former holders of HintMD preferred stock, who will receive Revance common stock upon the completion of the Merger, significantly fewer rights, preferences and privileges than they were afforded under HintMD’s charter documents. See “Comparison of the Rights of Holders of Revance Common Stock and HintMD Common Stock” beginning on page 135 of this prospectus/information statement for a discussion of the different rights associated with Revance common stock.

Sales of substantial amounts of Revance common stock following the expiration of the Lock-Up Agreements in the open market by former HintMD stockholders could depress Revance’s stock price.

Shares of Revance common stock that are issued to HintMD stockholders, including those shares issued upon the exercise of outstanding stock options, will be freely tradable without restrictions or further registration under the Securities Act, in some cases following the expiration of the Lock-Up Agreements. If the Merger is completed and if former HintMD stockholders sell substantial amounts of Revance common stock in the public market following consummation of the Merger, the market price per share of Revance common stock may decline.

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The Revance certificate of incorporation will govern Revance common stock received by former HintMD stockholders following the Merger and provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between Revance and its stockholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with the combined company or its directors, officers or other employees.

The Revance certificate of incorporation will govern the combined company following the Merger and provides that, unless Revance consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Revance; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of Revance to Revance or its stockholders; (iii) any action asserting a claim against Revance arising pursuant to any provision of the DGCL, the Revance certificate of incorporation or the Revance bylaws; or (iv) any action asserting a claim against Revance governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of HintMD shall be deemed to have notice of and to have consented to the provisions of the Revance certificate of incorporation. This exclusive forum provision is intended to apply to claims arising under Delaware state law and would not apply to claims brought pursuant to the Exchange Act or Securities Act, or any other claim for which the federal courts have exclusive jurisdiction. The exclusive forum provision in the Revance certificate of incorporation will not relieve Revance of its duties to comply with the federal securities laws and the rules and regulations thereunder, and stockholders of Revance following the Merger will not be deemed to have waived Revance’s compliance with these laws, rules and regulations.

This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with Revance or its directors, officers or other employees, which may discourage lawsuits against Revance and its directors, officers and other employees. In addition, stockholders who do bring a claim in the Court of Chancery of the State of Delaware could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Delaware. The Court of Chancery of the State of Delaware may also reach different judgments or results than would other courts, including courts where a stockholder would otherwise choose to bring the action, and such judgments or results may be more favorable to Revance than to its stockholders.

Risks Related to Revance

Risks Related to Revance’s Business and Strategy

Revance is substantially dependent on the clinical and commercial success of its product candidate DaxibotulinumtoxinA for Injection.

To date, Revance has invested substantial efforts and financial resources in the research and development of botulinum toxin-based product candidates. Revance’s success as a company is substantially dependent on the clinical and commercial success of DaxibotulinumtoxinA for Injection.

Revance completed Phase 3 clinical development for DaxibotulinumtoxinA for Injection in North America for the treatment of glabellar lines. From 2016 to 2018, Revance conducted and announced results relating to multiple pivotal and safety trials in its SAKURA Phase 3 program. The SAKURA 1 and SAKURA 2 trials were designed to evaluate the safety and efficacy of a single administration of DaxibotulinumtoxinA for Injection for the treatment of moderate-to-severe glabellar lines in adults. In addition to the two pivotal trials, the Phase 3 program includes a long-term open-label safety trial (SAKURA 3), which is designed to evaluate the long-term safety and duration of DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar lines in adults following both single and repeat treatment administration. SAKURA 3 was designed to support a safety database adequate for both domestic and international marketing applications. Revance submitted its BLA to the

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FDA for DaxibotulinumtoxinA for Injection for the treatment of glabellar lines in November 2019. In February 2020, the FDA accepted the BLA filing. If the BLA is approved on or by the PDUFA target action date, Revance plans to initiate commercialization activities for DaxibotulinumtoxinA for Injection for the treatment of glabellar lines before the end of 2020.

In 2015, Revance initiated a Phase 2 dose-escalating, open-label clinical study of DaxibotulinumtoxinA for Injection for the treatment of cervical dystonia. The Phase 2 study evaluated the safety, preliminary efficacy, and duration of effect of DaxibotulinumtoxinA for Injection in subjects with moderate to severe isolated cervical dystonia. Based on the Phase 2 safety and efficacy results and subsequent guidance from the FDA and EMA, in June 2018 Revance announced the initiation of patient dosing in its ASPEN Phase 3 clinical program. The ASPEN Phase 3 clinical program consists of two trials to evaluate the safety and efficacy of DaxibotulinumtoxinA for Injection for the treatment of cervical dystonia in adults including: a randomized, double-blind, placebo-controlled, parallel group trial and an open-label, long-term safety trial. In November 2019, Revance announced the completion of the ASPEN Phase 3 pivotal trial enrollment, and plan to release topline results in the second half of 2020.

In 2016, Revance also initiated a Phase 2 prospective, randomized, double-blinded, placebo-controlled trial of DaxibotulinumtoxinA for Injection in the therapeutic indication of plantar fasciitis. This study evaluated the safety and efficacy of a single administration of DaxibotulinumtoxinA for Injection in reducing the signs and symptoms of plantar fasciitis. The study’s primary efficacy endpoint is the improvement in the American Orthopedic Foot and Ankle Score. In January 2018, Revance announced interim 8-week results from this study. Revance completed the 16-week trial which showed a 58% reduction of pain from baseline along with a strong placebo response, with the difference between the treatment groups not being statistically significant. Revance initiated another Phase 2, double-blind, placebo-controlled trial utilizing two doses of DaxibotulinumtoxinA for Injection in the fourth quarter of 2018. Revance completed Phase 2 trial enrollment in December 2019 and expect to release topline results in the second half of 2020.

In April 2018, Revance announced two new clinical programs for DaxibotulinumtoxinA for Injection, including adult upper limb spasticity and migraine. Revance initiated the JUNIPER Phase 2 study in adult upper limb spasticity in the fourth quarter of 2018. Enrollment in the JUNIPER Phase 2 adult upper limb spasticity trial is paused due to challenges in subject assessments during time of required social distancing related to the COVID-19 pandemic. Revance will provide a new date for expected full enrollment after the trial is reopened and an enrollment trajectory is established. In 2021, Revance may initiate a study with DaxibotulinumtoxinA for Injection for the treatment of migraine.

In July 2019, Revance completed the enrollment in the Phase 2 clinical study of DaxibotulinumtoxinA for Injection for forehead lines. In August 2019, Revance completed Phase 2 study enrollment of DaxibotulinumtoxinA for Injection for lateral canthal lines (crow’s feet). Topline results for both studies are expected in the second quarter of 2020. In December 2019, Revance initiated an additional study of upper facial lines, which includes glabellar (frown), lateral canthal (crow’s feet), and forehead lines combined. This trial is being conducted to understand the safety and efficacy of DaxibotulinumtoxinA for Injection, including potential dosing and injection patterns for covering upper facial lines. The upper facial lines trial is fully enrolled, and all subjects have been dosed. Revance expects to receive topline results for the upper facial lines trial in fourth quarter of 2020.

Revance’s near-term prospects, including its ability to finance its business and generate revenue, will depend heavily on the successful development, regulatory approval and commercialization of DaxibotulinumtoxinA for Injection. Revance’s longer-term prospects will depend on the successful development, regulatory approval and commercialization of DaxibotulinumtoxinA for Injection, as well as DaxibotulinumtoxinA Topical, biosimilar or

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any future product candidates. The preclinical, clinical and commercial success of Revance’s product candidates will depend on a number of factors, including the following:

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If Revance does not achieve one or more of these factors, many of which are beyond its control, in a timely manner or at all, Revance could experience significant delays or an inability to successfully commercialize its product candidates. Accordingly, Revance cannot assure you that it will be able to generate sufficient revenue through the sale of DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, biosimilar or any future product candidate to continue its business.

Revance is substantially dependent on the clinical and commercial success of the Teoxane Resilient Hyaluronic Acid^®(RHA^®) collection of dermal fillers.

In January 2020, Revance entered into the Teoxane Agreement with Teoxane, pursuant to which Teoxane granted Revance with the exclusive right to import, market, promote, sell and distribute Teoxane’s collection of RHA^® dermal fillers in exchange for 2,500,000 shares of Revance common stock and certain other commitments by Revance. The Teoxane Agreement includes rights to (i) RHA^® 2, RHA^® 3 and RHA^® 4 which have been approved by the FDA for the correction of moderate to severe dynamic facial wrinkles and folds, including RHA^® 2, RHA^® 3 and RHA^® 4 in the currently approved indications, (ii) RHA^® 1, which is currently in clinical trials for the treatment of perioral rhytids and is anticipated to be approved by the FDA in 2021, and (iii) future hyaluronic acid filler advancements and products by Teoxane (collectively, the “RHA^® collection of dermal fillers”) in the U.S. and U.S. territories and possessions.

Revance’s success as a company is substantially dependent on its ability to successfully and timely commercialize the RHA^® collection of dermal fillers, which will depend on many factors including, but not limited to, Revance’s ability to:

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If Revance does not achieve one or more of these factors, many of which are beyond its control, in a timely manner or at all, Revance could experience significant delays or an inability to successfully commercialize the RHA^® collection of dermal fillers, which may materially impact the success of its business. For example, as a result of the COVID-19 pandemic, product supply of the RHA^® collection of dermal fillers was delayed by Teoxane SA, as they temporarily suspended production in Geneva, Switzerland, which in turn has delayed Revance’s anticipated product launch of the RHA^® 2, 3 and 4 collection of dermal fillers to the third quarter of 2020. Teoxane resumed manufacturing operations at the end of April 2020 and has projected to deliver the RHA^® collection of dermal fillers to Revance by the end of the second quarter of 2020. As a result, Revance’s anticipated product launch of the RHA^® 2, 3 and 4 collection of dermal fillers has been delayed by at least one quarter. Additional delays in the product supply of the RHA^® collection of dermal fillers may cause Revance to further revise its anticipated product launch.

If Revance fails to comply with the terms of the Teoxane Agreement, including by failing to meet certain obligations in connection with purchase and marketing of the RHA^® collection of dermal fillers, Teoxane may terminate the Teoxane Agreement, and Revance would have no further rights to distribute the RHA^® collection of dermal fillers. In addition, the lack of, or limited, complementary products to be offered by sales personnel in marketing the RHA^® collection of dermal fillers may put Revance at a competitive disadvantage relative to companies with more extensive product lines. Accordingly, Revance cannot assure you that it will be able to generate sufficient revenue through the sale of the RHA^® collection of dermal fillers to continue its business.

The current COVID-19 pandemic, as well as other actual or threatened epidemics, pandemics, outbreaks, or public health crises, may adversely affect Revance’s financial condition and its business.

Revance’s business could be materially and adversely affected by the risks, or the public perception of the risks, related to an epidemic, pandemic, outbreak, or other public health crisis, such as the recent COVID-19 pandemic. The risk of a continued pandemic, or public perception of the risk, could cause customers to continue to cancel or defer aesthetic and elective procedures avoid public places, including hospitals and physician offices, and has caused temporary, and may cause long-term, disruptions in Revance’s supply chain, manufacturing and/or delays in the delivery of its inventory. Further, such risks could also adversely affect Revance’s customers’ financial condition, resulting in reduced spending for aesthetic products. Moreover, an epidemic, pandemic, outbreak or other public health crisis, could require or cause employees to avoid Revance’s properties, which could adversely affect Revance’s ability to adequately staff and manage its businesses. For instance, “shelter-in-place” or other such orders by governmental entities effected as a result of the COVID-19 pandemic have disrupted Revance’s

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operations, as employees who cannot perform their responsibilities from home are not able to report to work and as Revance have had to put in place a work from home policy. Risks related to an epidemic, pandemic or other health crisis, such as the COVID-19 pandemic, could also continue to lead to the complete or partial closure of one or more of Revance’s facilities or operations of its sourcing partners. The ultimate extent of the impact of the COVID-19 pandemic or any other epidemic, pandemic or other health crisis on Revance’s business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, pandemic or other health crisis and actions taken to contain or prevent their further spread, among others. These and other potential impacts of an epidemic, pandemic or other health crisis, such as the COVID-19 pandemic, could therefore materially and adversely affect Revance’s business, financial condition and results of operations.

Revance’s business has been and could continue to be adversely affected by the effects of health epidemics, including the recent COVID-19 pandemic, in regions where Revance or third parties on which it relies have significant manufacturing facilities, concentrations of clinical trial sites or other business operations. The COVID-19 pandemic has materially affected and may continue to materially affect Revance’s operations, including at its headquarters in the San Francisco Bay Area, which is currently subject to a shelter-in-place order, and at its clinical trial sites, as well as the business or operations of Revance’s manufacturers, CROs or other third parties with whom it conduct business.

Revance’s business could be adversely affected by health epidemics in regions where Revance or third parties on which it relies have significant manufacturing facilities, concentrations of clinical trial sites or other business operations.

As a result of the COVID-19 pandemic, Revance has had to limit operations or implement limitations, including a work from home policy. Revance’s increased reliance on personnel working from home may negatively impact productivity, or disrupt, delay, or otherwise adversely impact its business. In addition, this could increase Revance’s cyber security risk, create data accessibility concerns, and make it more susceptible to communication disruptions, any of which could adversely impact Revance’s business operations or delay necessary interactions with local and federal regulators, manufacturing sites, research or clinical trial sites and other important agencies and contractors.

Port closures and other restrictions resulting from the COVID pandemic may continue to disrupt Revance’s supply chain or limit its ability to obtain sufficient materials for its drug products. For example, product supply of the RHA^® collection of dermal fillers was delayed by distribution partner, Teoxane SA, as they temporarily suspended production in Geneva, Switzerland as a precaution surrounding the COVID-19 pandemic. Teoxane resumed manufacturing operations at the end of April 2020 and has projected to deliver the RHA^® collection of dermal fillers to Revance by the end of the second quarter of 2020. As a result, Revance’s anticipated product launch of the RHA^® 2, 3 and 4 collection of dermal fillers has been delayed by at least one quarter. Additional delays in the product supply of the RHA^® collection of dermal fillers may cause Revance to further revise its anticipated product launch.

In addition, Revance’s clinical trials have been affected by the COVID-19 pandemic. Site initiation and patient enrollment may be delayed due to prioritization of hospital resources toward the COVID-19 pandemic. Currently, enrollment in the JUNIPER Phase 2 adult upper limb spasticity trial is paused due to challenges in subject assessments during time of required social distancing. The COVID-19 pandemic may delay enrollment in Revance’s global clinical trials, and some patients may not be able to comply with clinical trial protocols if quarantines impede patient movement or interrupt healthcare services.

There is a risk that other countries or regions may be less effective at containing COVID-19, or it may be more difficult to contain if the pandemic reaches a larger population or broader geography, in which case the risks described herein could be elevated significantly. The ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. Revance does not yet know the full extent of potential

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delays or impacts on its business, its clinical trials, healthcare systems or the global economy as a whole. However, these effects could have a material impact on Revance’s operations, and it will continue to monitor the COVID-19 pandemic situation closely.

Revance’s business is affected by worldwide economic and market conditions; an unstable economy, a decline in consumer-spending levels and other adverse developments, including inflation, could adversely affect its business, results of operations and liquidity.

Many economic and other factors are outside of Revance’s control, including general economic and market conditions, consumer and commercial credit availability, inflation, unemployment, consumer debt levels and other challenges affecting the global economy including the recent COVID-19 pandemic. Increases in the rates of unemployment, reduced access to credit and issues related to the domestic and international political situations may adversely affect consumer confidence and disposable income levels. Decreases in number of physicians and physician offices or financial hardships for physicians may also adversely affect distribution channels of Revance’s products. Early societal responses to the COVID-19 pandemic have involved business closures and limited social interaction as well as work reductions. Low consumer confidence and disposable incomes could lead to reduced consumer spending and lower demand for Revance’s products, which are discretionary items, the purchase of which can be reduced before customers adjust their budgets for necessities. Even after the COVID-19 pandemic has subsided, Revance may continue to experience negative impacts to its business and financial results due to the continued perceived risk of infection or concern of a resurgence of the COVID-19 pandemic as well as the COVID-19 pandemic’s global economic impact, including decreases in consumer discretionary spending and any economic slowdown or recession that has occurred or may occur in the future. These factors could have a negative impact on Revance’s potential sales and operating results.

Reports of adverse events or safety concerns involving the RHA^® collection of dermal fillers could delay or prevent Teoxane from obtaining or maintaining regulatory approval for, or could negatively impact Revance’s sales of, the RHA^® collection of dermal fillers.

Reports of adverse events or safety concerns involving the RHA^® collection of dermal fillers could result in the FDA or other regulatory authorities withdrawing approval of the RHA^® collection of dermal fillers for any or all indications that have approval, including the use of the RHA^® collection of dermal fillers for specified aesthetic indications. Revance cannot assure you that patients receiving the RHA^® collection of dermal fillers will not experience serious adverse events in the future that require submission of medical device reports to the FDA. Adverse events may also negatively impact the sales of the RHA^® collection of dermal fillers. Teoxane may also be required to further update package inserts and patient information brochures of the RHA^® collection of dermal fillers based on reports of adverse events or safety concerns, which could adversely affect acceptance of the RHA^® collection of dermal fillers in the market, make competition easier or make it more difficult or expensive for Revance to commercialize the RHA^® collection of dermal fillers.

The Teoxane Agreement requires Revance to make specified annual minimum purchases of the RHA^® collection of dermal fillers and to meet specified expenditure levels in connection with Revance’s marketing of the RHA^® collection of dermal fillers in furtherance of the commercialization of the RHA^® collection of dermal fillers, regardless of whether Revance’s commercialization efforts are successful. Such expenditure requirements may adversely affect Revance’s cash flow and its ability to operate its business and its prospects for future growth, or may result in the termination of the Teoxane Agreement.

The Teoxane Agreement requires Revance to make specified annual minimum purchases of the RHA^® collection of dermal fillers, and to meet an annual minimum expenditure on marketing and other areas related to the commercialization of the RHA^® collection of dermal fillers, regardless of whether Revance’s commercialization efforts are successful. If Revance fails to meet the annual minimum purchase amount or the annual minimum marketing spending requirements specified in the Teoxane Agreement, Teoxane has the right to terminate the Teoxane Agreement.

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If Revance’s commercialization efforts of the RHA^® collection of dermal fillers are unsuccessful, there can be no assurance that it will have sufficient cash flow to comply with such minimum purchase and expenditure requirements. Revance’s obligation to Teoxane to meet such requirements could:

Any of the factors listed above could materially and adversely affect Revance’s business and its results of operations.

Revance may be unable to obtain regulatory approval for DaxibotulinumtoxinA for Injection, Daxibotulinumtoxin A Topical product candidates, biosimilar product candidates or future product candidates, and Teoxane may be unable to do the same for RHA^® 1 and future hyaluronic acid filler advancements, under applicable regulatory requirements. The denial or delay of any such approval, including as a result of the COVID-19 pandemic, would delay commercialization and have a material adverse effect on Revance’s potential to generate revenue, its business prospects, and its results of operations.

To gain approval to market a biologic product, such as DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical or biosimilar, Revance must provide the FDA and foreign regulatory authorities with data that adequately demonstrate the safety, efficacy and quality of the product for the intended indication applied for in the BLA, or other respective marketing applications. Teoxane must do the same with its PMAs to the FDA for the RHA^® collection of dermal fillers. The development of such products is a long, expensive and uncertain process, and delay or failure can occur at any stage of any of Revance’s clinical trials. A number of companies in the pharmaceutical industry, including biotechnology companies, have suffered significant setbacks in clinical trials, including in Phase 3 development, even after promising results in earlier preclinical studies or clinical trials. These setbacks have been caused by, among other things, findings made while clinical trials were underway, safety or efficacy observations, including previously unreported adverse events; and the need to conduct further supportive or unanticipated studies, even after initiating Phase 3 trials. Success in preclinical testing and early clinical trials does not ensure that later clinical trials will be successful or that additional supportive studies will not be required, and the results of clinical trials by other parties may not be indicative of the results in trials Revance may conduct.

For example, Revance completed DaxibotulinumtoxinA Topical clinical trials for the treatment of “crow’s feet and primary axillary hyperhidrosis but discontinued further clinical development in 2016 following the results from its REALISE 1 Phase 3 clinical trial for crow’s feet. In 2016, Revance also initiated a Phase 2 trial of DaxibotulinumtoxinA for Injection for the treatment of plantar fasciitis. In January 2018, Revance announced interim 8-week results from this study and subsequently completed the 16-week trial, which showed a strong placebo response, with the difference between the treatment groups not being statistically significant.

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Additionally, the completion of Revance’s clinical trials may be delayed as a result of the COVID-19 pandemic. For example, enrollment in the JUNIPER Phase 2 adult upper limb spasticity trial is paused due to challenges in subject assessments during time of required social distancing and the timing of topline results for the DaxibotulinumtoxinA for Injection upper facial lines trial.

Revance’s business currently depends substantially on the successful development, regulatory approval and commercialization of its product candidates.

Currently, the only products for which Revance has the rights to commercialize and that have been approved for sale by the applicable regulatory authorities are RHA^® 2, RHA^® 3, and RHA^® 4, and product supply of the RHA^® collection of dermal fillers was delayed by distribution partner, Teoxane SA, as they temporarily suspended production in Geneva, Switzerland as a precaution surrounding the COVID-19 pandemic. Teoxane resumed manufacturing operations at the end of April 2020 and has projected to deliver the RHA^® collection of dermal fillers to Revance by the end of the second quarter of 2020. As a result, Revance’s anticipated product launch of the RHA^® 2, 3 and 4 collection of dermal fillers has been delayed by at least one quarter. Additional delays in the product supply of the RHA^® collection of dermal fillers may cause Revance to further revise its anticipated product launch.

Revance may never obtain regulatory approval to commercialize DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, biosimilar, or future rights to commercialize RHA^® 1 or any hyaluronic acid filler products developed pursuant to the Teoxane Agreement. The research, testing, manufacturing, labeling, approval, sale, marketing and distribution of drug, biologic and medical device products are subject to extensive regulation by the FDA and other regulatory authorities in the U.S. and other countries, and such regulations differ from country to country. Revance is not permitted to market its biologic product candidates, including DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, biosimilar product candidate, any hyaluronic acid filler products, such RHA^® 1 or future advancements developed by Teoxane, or future product candidates, in the U.S. until Revance receives approval of a BLA from the FDA. Revance is also not permitted to market the RHA^® collection of dermal fillers for additional indications for use unless and until Teoxane receives approval of a PMA supplement for such new indication for use. Revance is also not permitted to market its product candidates in any foreign countries until it receives the requisite approval from the regulatory authorities of such countries.

The FDA or any foreign regulatory body can delay, limit or deny approval of Revance’s product candidates for many reasons, including:

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Further, interruption or delays in the operations of the FDA or other applicable local or foreign regulatory agencies caused by the COVID-19 pandemic may affect the review and approval timelines for DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, biosimilar, RHA^® 1 or any future hyaluronic acid filler products developed pursuant to the Teoxane Agreement or any future product candidates, including the PDUFA target action date for DaxibotulinumtoxinA for Injection in the treatment of glabellar lines.

Revance’s business currently depends substantially on the successful development, regulatory approval and commercialization of its product candidates. Of the large number of drugs, including biologics, and medical devices in development, only a small percentage successfully complete the FDA or other regulatory approval processes and are commercialized.

Even if Revance eventually completes clinical testing and receive approval of any regulatory filing for DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, biosimilar, RHA^® 1 or any future hyaluronic acid filler products developed pursuant to the Teoxane Agreement or any future product candidates, the FDA or the applicable foreign regulatory agency may grant approval contingent on the performance of costly additional post-approval clinical trials. The FDA or the applicable foreign regulatory agency also may approve DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, biosimilar, RHA^® 1 or any future hyaluronic acid filler products developed pursuant to the Teoxane Agreement, or any future product candidates for a more limited indication or a narrower patient population than Revance originally requested, and the FDA or applicable foreign regulatory agency may not approve the labeling that Revance believes is necessary or desirable for the successful commercialization of its product candidates.

Any delay in obtaining, or inability to obtain, applicable regulatory approval for any of Revance’s product candidates, and DaxibotulinumtoxinA for Injection in particular, would delay or prevent commercialization of DaxibotulinumtoxinA for Injection and would materially adversely impact its business, results of operations and prospects.

All of the RHA^® collection of dermal fillers and any of Revance’s approved products and product candidates in the future will be subject to ongoing FDA and foreign regulatory obligations and continued regulatory review.

Revance and any third-party contract development and manufacturers or suppliers are required to comply with applicable cGMP regulations and other international regulatory requirements. The regulations require that Revance’s product candidates be manufactured and records maintained in a prescribed manner with respect to manufacturing, testing and quality control/quality assurance activities. Manufacturers and suppliers of materials must be named in a BLA submitted to the FDA for any product candidate for which Revance is seeking FDA approval. The RHA^® collection of dermal fillers is subject to the FDA’s Quality Systems Regulation (“QSR”), for medical devices. Additionally, third party manufacturers and suppliers and any manufacturing facility must

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undergo a pre-approval inspection before Revance can obtain marketing authorization for any of its product candidates. Even after a manufacturer has been qualified by the FDA, the manufacturer must continue to expend time, money and effort in the area of production and quality control to ensure full compliance with cGMP and QSR, as applicable. Manufacturers are subject to regular, periodic inspections by the FDA following initial approval. Further, to the extent that Revance contracts with third parties for the manufacture of its products (for example, Teoxane, with respect to the RHA^® collection of dermal fillers), Revance’s ability to control third-party compliance with FDA requirements will be limited to contractual remedies and rights of inspection.

If, as a result of the FDA’s inspections, it determines that the equipment, facilities, laboratories or processes do not comply with applicable FDA regulations and conditions of product approval, the FDA may not approve the product or may suspend the manufacturing operations. If the manufacturing operations of any of the suppliers for Revance’s product candidates are suspended, Revance may be unable to generate sufficient quantities of commercial or clinical supplies of product to meet market demand, which would harm its business. In addition, if delivery of material from Revance’s suppliers were interrupted for any reason, Revance might be unable to ship its approved product for commercial supply or to supply its products in development for clinical trials. Significant and costly delays can occur if the qualification of a new supplier is required.

Failure to comply with regulatory requirements could prevent or delay marketing approval or require the expenditure of money or other resources to correct. Failure to comply with applicable requirements may also result in warning letters, fines, injunctions, civil penalties, recall or seizure of products, total or partial suspension of production, refusal of the government to renew marketing applications and criminal prosecution, any of which could be harmful to Revance’s ability to generate revenues and its stock price. As such, any failure of Teoxane to maintain compliance with the applicable regulations and standards for the RHA^® collection of dermal fillers could increase Revance’s costs, cause it to lose revenue, prevent the import and/or export of the RHA^® collection of dermal fillers, cause the RHA^® collection of dermal fillers to be recalled or withdrawn and prevent it from successfully commercializing the RHA^® collection of dermal fillers.

Any regulatory approvals that Revance receives for its product candidates are likely to contain requirements for post-marketing follow-up studies, which may be costly. Product approvals, once granted, may be modified based on data from subsequent studies or commercial use. As a result, limitations on labeling indications or marketing claims, or withdrawal from the market may be required if problems occur after approval and commercialization.

Revance will require substantial additional financing to achieve its goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, could force Revance to delay, limit, reduce or terminate its product development, other operations or commercialization efforts.

Since Revance’s inception, most of its resources have been dedicated to the research and preclinical and clinical development of its botulinum toxin product candidates, DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical or biosimilar. Revance’s clinical programs for DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical or biosimilar will require substantial additional funds to complete. In addition, in connection with the Teoxane Agreement, Revance must make specified annual minimum purchases of the RHA^® collection of dermal fillers and build its marketing, sales, distribution, managerial and other non-technical capabilities or make arrangements with third parties to perform these services in order to successfully commercialize the RHA^® collection of dermal fillers.

Revance had an accumulated deficit of $906.1 million and a working capital surplus of $476.8 million as of March 31, 2020. Revance’s net loss was $61.9 million and $35.3 million for the March 31, 2020 and 2019, respectively.

Revance has funded its operations primarily through the sale and issuance of Revance common stock and, in February 2020, the 2027 Notes. As of March 31, 2020, Revance had capital resources consisting of cash, cash equivalents and short-term investments of $511.3 million. Revance believes that it will continue to expend

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substantial resources for the foreseeable future for the commercialization of the RHA^® collection of dermal fillers (including the establishment of Revance’s sales and marketing function) and the clinical development of DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical or biosimilar and development of any other indications and product candidates that it may choose to pursue. These expenditures will include costs associated with research and development, conducting preclinical studies and clinical trials, and manufacturing and supply, and marketing and selling the RHA^® collection of dermal fillers and any other products approved for sale. In addition, other unanticipated costs may arise resulting from implementation of remote working arrangements for Revance’s people. Because the outcome of any clinical trial is highly uncertain, Revance cannot reasonably estimate the actual amounts necessary to successfully commercialize the RHA^® collection of dermal fillers and complete the development and commercialization of DaxibotulinumtoxinA for Injection and any future product candidates. In addition, Revance has formed strategic collaborations, licensing and similar arrangements with third parties, such as the Teoxane Agreement, the Mylan Collaboration (as defined below) and Fosun License Agreement (as defined below), that Revance believes can complement or augment its product offerings, and may continue to do so in the foreseeable future.

Revance believes that its existing cash, cash equivalents, and short-term investments will allow it to fund its operations for at least the next 12 months. However, Revance’s operating plan may change as a result of many factors currently unknown to it, and Revance may need to seek additional capital sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations. Such financings may result in dilution to stockholders, imposition of debt covenants and repayment obligations or other restrictions that may affect Revance’s business. In addition, Revance may seek additional capital due to favorable market conditions or strategic considerations even if Revance believes that it has sufficient funds for its current or future operating plans.

Revance’s future capital requirements depend on many factors, including:

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Additional capital may not be available when needed, on terms that are acceptable to Revance or at all. If adequate funds are not available to Revance on a timely basis, it may be required to delay, limit, reduce or terminate preclinical studies, clinical trials, research, development, manufacturing, sales, marketing or other commercial activities for the RHA^® collection of dermal fillers, DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, biosimilar, any hyaluronic acid filler products developed pursuant to the Teoxane Agreement or any future product candidate.

If Revance raises additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, Revance may have to relinquish certain valuable rights to its product candidates, technologies, future revenue streams or research programs or grant licenses on terms that may not be favorable to it. If Revance raises additional capital through public or private equity offerings, the ownership interest of its existing stockholders will be diluted and the terms of any new equity securities may have a preference over Revance common stock. If Revance raises additional capital through debt financing, it may be subject to covenants limiting or restricting its ability to take specific actions, such as incurring additional debt or making capital expenditures or specified financial ratios, any of which could restrict Revance’s ability to commercialize its product candidates or operate as a business.

Servicing Revance’s debt requires a significant amount of cash, and Revance may not have sufficient cash flow from its business to pay its substantial debt.

Revance’s ability to make scheduled payments of the principal of, to pay interest on or to refinance its indebtedness, including the 2027 Notes, depends on Revance’s future performance, which is subject to economic, financial, competitive and other factors beyond its control, including global macroeconomic effects of the COVID-19 pandemic. Revance’s business may not continue to generate cash flow from operations in the future sufficient to service its debt and make necessary capital expenditures. If Revance is unable to generate such cash flow, it may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining

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additional equity capital on terms that may be onerous or highly dilutive. Revance’s ability to refinance its indebtedness will depend on the capital markets and Revance’s financial condition at such time. Revance may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on its debt obligations.

Revance may not have the ability to raise the funds necessary to settle conversions of the 2027 Notes in cash or to repurchase the 2027 Notes upon a fundamental change, and its future debt may contain limitations on its ability to pay cash upon conversion or repurchase of the 2027 Notes.

Holders of the 2027 Notes will have the right to require Revance to repurchase all or a portion of their 2027 Notes upon the occurrence of a fundamental change (as defined in the indenture for the 2027 Notes) at a fundamental change repurchase price equal to 100% of the principal amount of the 2027 Notes to be repurchased, plus accrued and unpaid interest, if any. In addition, upon conversion of the 2027 Notes, unless Revance elects to deliver solely shares of Revance common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), Revance will be required to make cash payments in respect of the 2027 Notes being converted. However, Revance may not have enough available cash or be able to obtain financing at the time it is required to make repurchases of 2027 Notes surrendered therefor or notes being converted. In addition, Revance’s ability to repurchase the 2027 Notes or to pay cash upon conversions of the 2027 Notes may be limited by law, by regulatory authority or by agreements governing its future indebtedness. Revance’s failure to repurchase notes at a time when the repurchase is required by the indenture or to pay any cash payable on future conversions of the 2027 Notes as required by the indenture would constitute a default under the indenture. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing Revance’s future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, Revance may not have sufficient funds to repay the indebtedness and repurchase the 2027 Notes or make cash payments upon conversions thereof.

The conditional conversion feature of the 2027 Notes, if triggered, may adversely affect Revance’s financial condition and operating results.

In the event the conditional conversion feature of the 2027 Notes is triggered, holders of 2027 Notes will be entitled to convert the 2027 Notes at any time during specified periods at their option. If one or more holders elect to convert their 2027 Notes, unless Revance elects to satisfy its conversion obligation by delivering solely shares of Revance common stock (other than paying cash in lieu of delivering any fractional share), Revance would be required to settle a portion or all of its conversion obligation through the payment of cash, which could adversely affect its liquidity. In addition, even if holders do not elect to convert their 2027 Notes, Revance could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2027 Notes as a current rather than long-term liability, which would result in a material reduction of its net working capital.

Even if Revance’s product candidates receive regulatory approval, they may fail to achieve the broad degree of physician adoption and use necessary for commercial success.

The commercial success of DaxibotulinumtoxinA for Injection, the RHA^® collection of dermal fillers and any future product candidates including DaxibotulinumtoxinA Topical or biosimilar, if approved, will depend significantly on the broad adoption and use of the resulting product by physicians for approved indications. The degree and rate of physician adoption of DaxibotulinumtoxinA for Injection, the RHA^® collection of dermal fillers and any future product candidates, if approved, will depend on a number of factors, including:

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If DaxibotulinumtoxinA for Injection, the RHA^® collection of dermal fillers or any future product candidates are approved for use but fail to achieve the broad degree of physician adoption necessary for commercial success, Revance’s operating results and financial condition will be adversely affected.

In addition, DaxibotulinumtoxinA for Injection has only been used in clinical trials to date. Therefore, the commercial or real-world experience may yield different outcomes or patient experiences due to variations in injection techniques, dilution approaches and dosing levels employed by different physician and nurse injectors. As a result, these market-based approaches may differ from Revance’s clinical trial design and could negatively impact adoption.

If Revance’s competitors develop and market products that are safer, more effective or more convenient or less expensive than DaxibotulinumtoxinA for Injection or the RHA^® collection of dermal fillers, Revance’s commercial opportunity will be reduced or eliminated.

Revance’s commercial opportunity with respect to DaxibotulinumtoxinA for Injection or the RHA^® collection of dermal fillers will be reduced or eliminated if its competitors develop and market dermal filler products that are more effective, have fewer side effects, are more convenient or are less expensive than DaxibotulinumtoxinA for Injection or the RHA^® collection of dermal fillers. Revance’s competitors include large, fully-integrated pharmaceutical companies and more established biotechnology and medical device companies, including companies offering injectable dose forms of botulinum toxin procedures and companies offering procedures such as laser treatments, face lifts, chemical peels, fat injections and cold therapy, all of which have significant resources and expertise in research and development, manufacturing, testing, obtaining regulatory approvals and marketing. It is possible that competitors will succeed in developing technologies that are safer, more effective, more convenient or with a lower cost of goods and price than those used in the RHA^® collection of dermal fillers and in Revance’s product candidates or being developed by Revance, or that would render Revance’s technology obsolete or noncompetitive.

Revance’s product candidates, if approved, will face significant competition and Revance’s failure to effectively compete may prevent it from achieving significant market penetration and expansion.

Revance expects to enter highly competitive pharmaceutical and medical device markets. Successful competitors in the pharmaceutical and medical device markets have the ability to effectively discover therapies, obtain patents, develop, test and obtain regulatory approvals for products, and have the ability to effectively commercialize, market and promote approved products, including communicating the effectiveness, safety and value of products to actual and prospective customers and medical staff. Numerous companies are engaged in the developing, patenting, manufacturing and marketing healthcare products which Revance expects will compete with those that it is developing. Many of these competitors are large, experienced companies that enjoy

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significant competitive advantages, such as substantially greater financial, research and development, manufacturing, personnel and marketing resources, greater brand recognition and more experience and expertise in obtaining marketing approvals from the FDA and other regulatory authorities.

Upon marketing approval, the first expected use of DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, or biosimilar will be in aesthetic medicine. Competition in aesthetic products is significant and dynamic, and is characterized by rapid and substantial technological development and product innovations. Numerous competitors have obtained patents protecting what they consider to be their intellectual property.

In aesthetic medicine, Revance’s BLA seeks regulatory approval of DaxibotulinumtoxinA for Injection for the treatment of glabellar lines. Revance anticipates that DaxibotulinumtoxinA for Injection, if approved, will face significant competition from existing injectable botulinum toxins as well as unapproved and off-label treatments. Further, if approved, in the future Revance may face competition for DaxibotulinumtoxinA for Injection from biosimilar products and products based upon botulinum toxin. To compete successfully, Revance will have to demonstrate that the treatment of glabellar lines with DaxibotulinumtoxinA for Injection is a worthwhile aesthetic treatment and has advantages over other therapies. Competition could result in reduced profit margins and limited sales, which would harm Revance’s business, financial condition and results of operations.

Due to less stringent regulatory requirements, there are many more aesthetic products and procedures available for use in a number of foreign countries than are approved for use in the U.S. There are also fewer limitations on the claims that Revance’s competitors in certain countries can make about the effectiveness of their products and the manner in which they can market them.

Revance currently makes its DaxibotulinumtoxinA for Injection clinical drug product exclusively in one internal manufacturing facility. Revance plans to utilize internal and external facilities, including through one or more third-party contractors, in the future to support commercial production if Revance’s product candidates are approved. If these or any future facility or Revance’s equipment were damaged or destroyed, or if Revance experience a significant disruption in its operations for any reason, Revance’s ability to continue to operate its business would be materially harmed.

Revance currently manufactures its own clinical drug product to support DaxibotulinumtoxinA for Injection development in one internal manufacturing facility. In March 2017, Revance entered into a Technology Transfer, Validation and Commercial Fill/Finish Services Agreement (the “Althea Services Agreement”) with Ajinomoto Althea, Inc. dba Ajinomoto Bio-Pharma Services (“Althea”), a contract development and manufacturing organization. Under the Althea Services Agreement, Althea will provide Revance commercial fill/finish services and will serve as a second source of manufacturing for DaxibotulinumtoxinA for Injection. Revance plans to utilize its internal and external Althea facility to support commercial production of DaxibotulinumtoxinA for Injection, if approved. If these or any future facility were to be damaged, destroyed or otherwise unable to operate, whether due to earthquakes, fire, floods, hurricanes, storms, tornadoes, other natural disasters, employee malfeasance, terrorist acts, power outages, actual or threatened epidemics, pandemics, outbreaks, or public health crises, or otherwise, or if performance of such manufacturing facilities is disrupted for any other reason, such an event could delay Revance’s clinical trials or, if its product candidates are approved, jeopardize Revance’s ability to manufacture its products as promptly as its customers expect or possibly at all. As the ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change, Revance does not yet know the full extent of potential delays or impacts on its manufacturing operations or on Althea’s ability to provide commercial fill/finish services and serve as a second source of manufacturing for DaxibotulinumtoxinA for Injection. If Revance experiences delays in achieving its development objectives, or if Revance is unable to manufacture an approved product within a timeframe that meets its customers’ expectations, its business, prospects, financial results and reputation could be materially harmed.

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Revance recognizes revenue in accordance with complex accounting standards and changes in the interpretation or application of generally accepted accounting principles may materially affect Revance’s financial statements.

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued an accounting standard for revenue recognition, Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASC 606”). Further, in April 2016, the FASB amended ASC 606 to provide additional guidance on revenue recognition as it pertains to licenses of intellectual property. Revance adopted ASC 606 and its related amendments on January 1, 2018.

The nature of Revance’s business requires the application of complex revenue recognition rules. Significant judgment is required in the interpretation and application of complex accounting guidance such as ASC 606. Revance’s judgments and assumptions are based on the facts and circumstances of the underlying revenue transactions. The SEC, the FASB and various other regulatory or accounting bodies may issue new positions, interpretive views or updated accounting standards on the treatment of complex accounting matters such as revenue recognition that may materially affect Revance’s financial statements.

Impairment in the carrying value of long-lived assets could negatively affect Revance’s operating results.

There were no indicators of impairment for the quarters ended March 31, 2020 and 2019. Under U.S. GAAP, long-lived assets, such as Revance’s fill/finish line, are required to be reviewed for impairment whenever adverse events or changes in circumstances indicate a possible impairment. If business conditions or other factors indicate that the carrying value of the asset may not be recoverable, Revance may be required to record additional non-cash impairment charges. Additionally, if the carrying value of Revance’s capital equipment exceeds current fair value as determined based on the discounted future cash flows of the related product, the capital equipment would be considered impaired and would be reduced to fair value by a non-cash charge to earnings, which could negatively affect Revance’s operating results. Events and conditions that could result in impairment in the value of Revance’s long-lived assets include adverse clinical trial results, changes in operating plans, unfavorable changes in competitive landscape, adverse changes in the regulatory environment, or other factors leading to reduction in expected long-term sales or profitability. Revance will evaluate the recoverability and fair value of its long-lived assets, including those related to other components of the fill/finish line, each reporting period to determine the extent to which further non-cash charges to earnings are appropriate. Additional impairment in the value of Revance’s long-lived assets may materially and negatively impact its operating results.

Revance has incurred significant losses since its inception and it anticipates that it will continue to incur losses for the foreseeable future. In January 2020, Revance entered into the Teoxane Agreement pursuant to which it obtained the right to import, market, promote, sell and distribute the RHA^® collection of dermal fillers in the U.S., its territories and possessions. Revance has not yet had any commercial sales, and aside from its rights to the RHA^® collection of dermal fillers, only have one product candidate in clinical trials, which makes it difficult to assess Revance’s future viability.

Biotechnology product development is a highly speculative undertaking and involves a substantial degree of risk. Revance is not profitable and have incurred losses in each year since it commenced operations in 2002. In addition, Revance has limited experience and has not yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently encountered by companies in new and rapidly evolving fields, particularly in the biotechnology industry. Revance has not yet made any sales of the RHA^® collection of dermal fillers and has not demonstrated the ability to successfully commercialize the RHA^® collection of dermal fillers. To date, Revance has not obtained any regulatory approvals for any of its product candidates or generated any revenue from product sales relating to DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical or biosimilar. Revance continues to incur significant research and development and other expenses related to its

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ongoing clinical trials and operations, and expect to incur substantial expenses in building out its sales, marketing and distribution function as Revance pursues commercialization of DaxibotulinumtoxinA for Injection, if approved, and the RHA^® collection of dermal fillers. As of March 31, 2020, Revance had a working capital surplus of $476.8 million and an accumulated deficit of $906.1 million. Revance’s net loss was $61.9 million and $35.3 million for the three months ended March 31, 2020 and 2019, respectively. Revance has funded its operations primarily through the sale and issuance of Revance common stock and the 2027 Notes. Revance’s capital requirements to implement its business strategy are substantial, including its capital requirements to commercialize the RHA^® collection of dermal fillers and to develop and commercialize DaxibotulinumtoxinA for Injection. Revance believes that its currently available capital is sufficient to fund its operations through at least the next 12 months.

Revance expects to continue to incur losses for the foreseeable future, and it anticipates that these losses will increase as Revance continues its development of, seek regulatory approval for and begin to commercialize DaxibotulinumtoxinA for Injection. Revance’s ability to achieve revenue and profitability is dependent on its ability to complete the development of its product candidates, obtain necessary regulatory approvals and manufacture, market and commercialize its products successfully. Even if Revance achieves profitability in the future, it may not be able to sustain profitability in subsequent periods. Revance’s prior losses, combined with expected future losses, may adversely affect the market price of Revance common stock and its ability to raise capital and continue operations.

Even if DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, biosimilar, the RHA^® collection of dermal fillers or any future product candidates obtain regulatory approval, they may never achieve market acceptance or commercial success.

Even if Revance obtains FDA or other regulatory approvals, DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, biosimilar, any hyaluronic acid filler products developed pursuant to the Teoxane Agreement or any future product candidates may not achieve market acceptance among physicians and patients, and may not be commercially successful.

The degree and rate of market acceptance of DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, biosimilar, any hyaluronic acid filler products developed pursuant to the Teoxane Agreement or any future product candidates for which Revance receives approval depends on a number of factors, including:

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Any failure by Revance’s product candidates that obtain regulatory approval to achieve market acceptance or commercial success would materially adversely affect its results of operations and delay, prevent or limit Revance’s ability to generate revenue and continue its business.

Clinical drug development involves a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results.

Clinical testing is expensive and can take many years to complete, and its outcome is inherently uncertain. Furthermore, Revance relies on contract research organizations (“CROs”), and clinical trial sites to ensure the proper and timely conduct of its clinical trials. While Revance has agreements governing the committed activities of its CROs, Revance has limited influence over their actual performance. A failure of one or more of Revance’s clinical trials can occur at any time during the clinical trial process. The results of preclinical studies and clinical trials of Revance’s product candidates may not be predictive of the results of later-stage clinical trials. Furthermore, final results may differ from interim results. For example, any positive results generated to date in clinical trials for DaxibotulinumtoxinA for Injection do not ensure that later clinical trials, including any DaxibotulinumtoxinA for Injection clinical trials for the treatment of glabellar lines, will demonstrate similar results. Product candidates in later stages of clinical trials may fail to show the desired safety profile and efficacy despite having progressed through preclinical studies and initial clinical trials.

A number of companies in the biotechnology industry have suffered significant setbacks in advanced clinical trials due to a lack of efficacy or adverse safety profiles, notwithstanding promising results in earlier clinical trials. Revance has suffered similar setbacks with the clinical development of DaxibotulinumtoxinA Topical and it cannot be certain that it will not face other similar setbacks in the future for DaxibotulinumtoxinA for Injection or other clinical development programs. Even if Revance’s clinical trials are completed, the results may not be sufficient to obtain regulatory approval for its product candidates.

Revance may experience delays in its ongoing clinical trials, and it does not know whether future clinical trials, if any, will begin on time, need to be redesigned, enroll an adequate number of subjects on time or be completed on schedule, if at all. For example, due to the COVID-19 pandemic, enrollment in the JUNIPER Phase 2 adult upper limb spasticity trial is paused due to challenges in subject assessments during time of required social distancing and the timing of topline results for the DaxibotulinumtoxinA for Injection upper facial lines trial. Clinical trials can be delayed or aborted for a variety of reasons, including delay or failure to:

Subject enrollment is a significant factor in the timing of clinical trials and is affected by many factors, including the size and nature of the patient population, the proximity of patients to clinical sites, the eligibility criteria for

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the trial, the design of the clinical trial, competing clinical trials and clinicians’ and patients’ perceptions as to the potential advantages of the drug being studied in relation to other available therapies, including any new drugs or treatments that may be approved for the indications Revance is investigating.

Revance could also encounter delays if a clinical trial is suspended or terminated by Revance, by the IRBs of the institutions in which such trials are being conducted, by the data safety monitoring board, for such trial or by the FDA or other regulatory authorities. Such authorities may suspend or terminate a clinical trial due to a number of factors, including failure to conduct the clinical trial in accordance with regulatory requirements or Revance’s clinical protocols, failure of inspection of the clinical trial operations or trial site by the FDA or other regulatory authorities resulting in the imposition of a clinical hold, discovery of unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from using a drug, changes in governmental regulations or administrative actions, risks related to conducting clinical trials during the COVID-19 pandemic, or lack of adequate funding to continue the clinical trial.

If Revance experiences delays in the completion or termination of any clinical trial of its product candidates, the commercial prospects of these product candidates may be harmed, and Revance’s ability to generate product revenues from any of these product candidates will be delayed. In addition, any delays in completing Revance’s clinical trials will increase its costs, slow down its product candidate development and approval process and jeopardize its ability to commence product sales and generate revenues. Any of these occurrences may significantly harm Revance’s business, financial condition and prospects. In addition, many of the factors that cause or lead to a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory approval of Revance’s product candidates.

Revance has no experience manufacturing DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, biosimilar, or any other product candidates at full commercial scale. If any of these product candidates are approved, Revance will face certain risks associated with scaling up its manufacturing capabilities to support commercial production.

Revance has developed an integrated manufacturing, research and development facility located at its corporate headquarters. Revance manufactures drug substance and finished dose forms of the drug product at this facility that Revance uses for research and development purposes and clinical trials. Revance does not have experience in manufacturing DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, biosimilar, or any other product candidates at commercial scale. If any of Revance’s product candidates are approved, Revance may need to expand its manufacturing facilities, add manufacturing personnel and ensure that validated processes are consistently implemented in its facilities and potentially enter into additional relationships with third-party manufacturers. The upgrade and expansion of Revance’s facilities will require additional regulatory approvals. In addition, it will be costly and time-consuming to expand Revance’s facilities and recruit necessary additional personnel. If Revance is unable to expand its manufacturing facilities in compliance with regulatory requirements or to hire additional necessary manufacturing personnel, Revance may encounter delays or additional costs in achieving its research, development and commercialization objectives, including obtaining regulatory approvals of its product candidates, which could materially damage its business and financial position.

Revance relies on Teoxane for the manufacture and supply of the RHA^® collection of dermal fillers pursuant to the Teoxane Agreement, and Revance’s dependence on Teoxane may impair its ability to commercialize of the RHA^® collection of dermal fillers.

Pursuant to the Teoxane Agreement, Revance is not entitled to manufacture the RHA^® collection of dermal fillers Instead, Teoxane is responsible for supplying all of Revance’s requirements for the RHA^® collection of dermal fillers If Teoxane were to cease production or otherwise fail to timely supply Revance with an adequate supply of the RHA^® collection of dermal fillers, Revance’s ability to commercialize the RHA^® collection of dermal fillers would be adversely affected. For example, as a result of the COVID-19 pandemic, product supply of the RHA^® collection of dermal fillers was delayed by Teoxane SA, as they temporarily suspended production in Geneva, Switzerland. Teoxane resumed manufacturing operations at the end of April 2020 and has projected

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to the RHA^® collection of dermal fillers by the end of the second quarter of 2020. As a result, Revance’s anticipated product launch of the RHA^® 2, 3 and 4 collection of dermal fillers has been delayed by at least one quarter. Additional delays in the product supply of the RHA^® collection of dermal fillers may cause Revance to further revise its anticipated product launch.

Teoxane is required to produce the RHA^® collection of dermal fillers under QSR in order to meet acceptable standards for commercial sale. If such standards change, the ability of Teoxane to produce the RHA^® collection of dermal fillers on the schedule Revance requires to meet commercialization goals may be affected. Teoxane is subject to pre-approval inspections and periodic unannounced inspections by the FDA and corresponding state and foreign authorities to ensure strict compliance with QSR and other applicable government regulations and corresponding foreign standards. Revance does not have control over Teoxane’s compliance with these regulations and standards. Any difficulties or delays in Teoxane’s manufacturing and supply of the RHA^® collection of dermal fillers or any failure of Teoxane to maintain compliance with the applicable regulations and standards could increase Revance’s costs, cause it to lose revenue, prevent the import and/or export of the RHA^® collection of dermal fillers, or cause the RHA^® collection of dermal fillers to be the subject of field alerts, recalls or market withdrawals.

Revance currently contracts with third-party manufacturers for certain components and services necessary to produce DaxibotulinumtoxinA for Injection and expect to continue to do so to support further clinical trials and commercial scale production if DaxibotulinumtoxinA for Injection is approved. This increases the risk that Revance will not have sufficient quantities of DaxibotulinumtoxinA for Injection or be able to obtain such quantities at an acceptable cost, which could delay, prevent or impair its development or commercialization efforts.

Revance currently relies on third-party manufacturers for certain components such as bulk peptide and services such as fill/finish services, necessary to produce DaxibotulinumtoxinA for Injection for its clinical trials, and Revance expects to continue to rely on these or other manufacturers to support its commercial requirements if DaxibotulinumtoxinA for Injection is approved. In particular, in March 2017, Revance entered into the Althea Services Agreement. Revance plans to utilize its internal and external Althea facility to support commercial production of DaxibotulinumtoxinA for Injection, if approved. Some of Revance’s contracts with these manufacturers contain minimum order and pricing provisions and provide for early termination based on regulatory approval milestones.

Reliance on third-party manufacturers entails additional risks, including the reliance on the third party for regulatory compliance and quality assurance, the possible breach of the manufacturing agreement by the third party, and the possible termination or nonrenewal of the agreement by the third party at a time that is costly or inconvenient for Revance. In addition, third- party manufacturers may not be able to comply with cGMP or QSR, or similar regulatory requirements outside the U.S. Revance’s failure or the failure of its third-party manufacturers to comply with applicable regulations could result in sanctions being imposed on Revance, including fines, injunctions, civil penalties, delays, suspension or withdrawal of approvals, license revocation, seizures or recalls of products, operating restrictions and criminal prosecutions, any of which could significantly and adversely affect supplies of DaxibotulinumtoxinA for Injection, or any other product candidates or products that Revance may develop. Any failure or refusal to supply the components or services for DaxibotulinumtoxinA for Injection or any other product candidates or products that Revance may develop could delay, prevent or impair Revance’s clinical development or commercialization efforts.

Revance depends on single-source suppliers for the raw materials necessary to produce DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, biosimilar, and any other product candidates. The loss of these suppliers, or their failure to supply Revance with these raw materials, would materially and adversely affect its business.

Revance and its manufacturers purchase the materials necessary to produce DaxibotulinumtoxinA for Injection for Revance’s clinical trials from single-source third-party suppliers. There are a limited number of suppliers for

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the raw materials that Revance uses to manufacture its product candidates, and Revance may need to assess alternate suppliers to prevent a possible disruption of the manufacture of the materials necessary to produce its product candidates for its clinical trials and, if approved, ultimately for commercial sale. In particular, Revance outsources the manufacture of bulk peptide through its agreement with Bachem Americas, Inc, which provides for the development, manufacture and supply of peptide in accordance with certain specifications.

Revance does not have any control over the process or timing of the acquisition of raw materials by its manufacturers. Although Revance generally does not begin a clinical trial unless it believes that it has a sufficient supply of a product candidate to complete the clinical trial, any significant delay in the supply of DaxibotulinumtoxinA for Injection or any future product candidates, or the raw material components thereof, for an ongoing clinical trial due to the need to replace a third-party supplier could considerably delay completion of Revance’s clinical trials, product testing and potential regulatory approval of DaxibotulinumtoxinA for Injection or any future product candidates. If Revance or its manufacturers are unable to purchase these raw materials on acceptable terms and at sufficient quality levels or in adequate quantities if at all, the development of DaxibotulinumtoxinA for Injection and any future product candidates, or the commercial launch of any approved products, would be delayed or there would be a shortage in supply, which would impair Revance’s ability to meet its development objectives for its product candidates or generate revenues from the sale of any approved products.

Furthermore, if there is a disruption to Revance’s or its third-party suppliers’ relevant operations, including as a result of the COVID-19 pandemic, Revance will have no other means of producing DaxibotulinumtoxinA for Injection or any future product candidates until they restore the affected facilities or Revance or they procure alternative facilities. Additionally, any damage to or destruction of Revance’s or its third party or suppliers’ facilities or equipment may significantly impair Revance’s ability to manufacture its product candidates on a timely basis.

Revance currently has limited marketing and sales capabilities and limited field sales organization. If Revance is unable to establish sales and marketing capabilities on its own or through third parties, Revance will be unable to successfully commercialize DaxibotulinumtoxinA for Injection, the RHA^® collection of dermal fillers or any other future product candidates, if approved, or generate product revenue.

Revance currently has limited marketing and sales capabilities and limited field sales organization. To commercialize DaxibotulinumtoxinA for Injection, the RHA^® collection of dermal fillers, or any other future product candidates, if approved, in the U.S., Europe and other jurisdictions it seeks to enter, Revance must build its marketing, sales, distribution, managerial and other non-technical capabilities or make arrangements with third parties to perform these services, and Revance may not be successful in doing so. In connection with the Teoxane Agreement, Revance will have to build out its marketing and sales capabilities sooner than it initially anticipated. Revance expects to market DaxibotulinumtoxinA for Injection and the RHA^® collection of dermal fillers, as applicable, through its own sales force in North America, and in Europe and other countries through either its own sales force or a combination of its internal sales force and distributors or partners, which may be expensive and time consuming.

As the product supply of the RHA^® collection of dermal fillers has been delayed by Teoxane due to factors surrounding the COVID-19 pandemic, Revance’s anticipated product launch of the RHA^® 2, 3 and 4 collection of dermal fillers has been delayed by at least one quarter. As a result, the hiring timeframe for building Revance’s sales force has been adjusted to coincide with product availability.

Revance has no prior experience in the marketing, sale and distribution of pharmaceutical products and there are significant risks involved in building and managing a sales organization, including Revance’s ability to hire, retain and incentivize qualified individuals, generate sufficient sales leads, provide adequate training to sales and marketing personnel and effectively manage a geographically dispersed sales and marketing team. For example, Revance may experience challenges associated with recruiting field representatives virtually through remote, group interviewing platforms and with onboarding new field representatives during such time as

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“shelter-in-place” or other such orders by governmental entities necessitate Revance’s work from home policy. Any failure or delay in the development of Revance’s internal sales, marketing and distribution capabilities would adversely impact the commercialization of these products, and may result in a breach of Revance’s obligations to Teoxane under the Teoxane Agreement. Revance may choose to collaborate with third parties that have direct sales forces and established distribution systems, either to augment its own sales force and distribution systems or in lieu of its own sales force and distribution systems. If Revance is unable to enter into such arrangements on acceptable terms or at all, it may not be able to successfully commercialize the RHA^® collection of dermal fillers, DaxibotulinumtoxinA for Injection or any future product candidates. Revance also has to compete with other pharmaceutical and life sciences companies to recruit, hire, train and retain sales and marketing personnel, and turnover in Revance’s sales force and marketing personnel could negatively affect the commercialization of the RHA^® collection of dermal fillers and, if it receives regulatory approval, DaxibotulinumtoxinA for Injection. If Revance is not successful in commercializing the RHA^® collection of dermal fillers, DaxibotulinumtoxinA for Injection or any future product candidates, either on its own or through collaborations with one or more third parties, Revance’s future product revenue will suffer and it would incur significant additional losses.

As Revance evolves from a company primarily involved in research and development to a company involved in the commercialization of products, Revance will need to increase the size of its organization and it may experience difficulties in managing this growth.

In order to successfully commercialize its products, Revance needs to expand its organization, including adding marketing, managerial, operational and sales capabilities, or contracting with third parties to provide these capabilities for Revance. If Revance is successful in advancing DaxibotulinumtoxinA for Injection or any other product candidates through the development stage towards commercialization, it may need to expand such capabilities even further. Revance’s management, personnel, systems and facilities currently in place are not adequate to support the commercialization of the RHA^® collection of dermal fillers and the potential commercialization of DaxibotulinumtoxinA for Injection and any other product candidates, if they are approved. Effectively executing Revance’s growth strategy requires that it:

As Revance’s operations expand, it expects that it will also need to manage additional relationships with various collaborative partners, suppliers and other third parties. Future growth will impose significant added responsibilities on Revance’s organization, in particular on management. Revance’s future financial performance and its ability to commercialize the RHA^® collection of dermal fillers and, if approved, DaxibotulinumtoxinA for Injection and to compete effectively will depend, in part, on its ability to manage any future growth effectively. Due to Revance’s limited financial resources and its limited experience in managing a company with such anticipated growth, Revance may not be able to effectively manage the expansion of its operations or recruit and train additional qualified personnel. The physical expansion of Revance’s operations may lead to significant

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costs and may divert its management and business development resources. Any inability to manage growth could delay the execution of Revance’s development and strategic objectives, or disrupt its operations.

Revance or the third parties upon whom it depends may be adversely affected by earthquakes or other natural disasters and Revance’s business continuity and disaster recovery plans may not adequately protect it from a serious disaster.

Revance’s corporate headquarters and other facilities, including its internal manufacturing facility, are located in the San Francisco Bay Area, which has experienced severe earthquakes. Revance does not carry earthquake insurance. Earthquakes or other natural disasters could severely disrupt Revance’s operations, and have a material adverse effect on its business, results of operations, financial condition and prospects.

If a natural disaster, power outage or other event occurred that prevented Revance from using all or a significant portion of its headquarters, that damaged critical infrastructure, such as its manufacturing facility, enterprise financial systems or manufacturing resource planning and enterprise quality systems, or that otherwise disrupted operations, it may be difficult or, in certain cases, impossible for Revance to continue its business for a substantial period of time. In particular, because Revance manufactures botulinum toxin in its facilities, Revance would be required to obtain further clearance and approval by state, federal or other applicable authorities to continue or resume manufacturing activities. The disaster recovery and business continuity plans Revance has in place currently are limited and may not be adequate in the event of a serious disaster or similar event. Revance may incur substantial expenses as a result of the limited nature of its disaster recovery and business continuity plans, which, particularly when taken together with its lack of earthquake insurance, could have a material adverse effect on its business.

Furthermore, integral parties in Revance’s supply chain are geographically concentrated and operating from single sites, thereby increasing their vulnerability to natural disasters or other sudden, unforeseen and severe adverse events. If such an event were to affect Revance’s supply chain, it could have a material adverse effect on Revance’s business.

Revance currently relies on third parties and consultants to conduct all its preclinical studies and clinical trials. If these third parties or consultants do not successfully carry out their contractual duties or meet expected deadlines, Revance may be unable to obtain regulatory approval for or commercialize DaxibotulinumtoxinA for Injection, the RHA^® collection of dermal fillers or any future product candidates.

Revance does not have the ability to independently conduct preclinical studies or clinical trials. Revance relies on medical institutions, clinical investigators, contract laboratories, collaborative partners and other third parties, such as CROs and clinical data management organizations, to conduct clinical trials on Revance’s product candidates. The third parties with whom Revance contracts for execution of its clinical trials play a significant role in the conduct of these trials and the subsequent collection and analysis of data. However, these third parties are not Revance’s employees, and except for contractual duties and obligations, Revance has limited ability to control the amount or timing of resources that they devote to its programs. Although Revance relies on these third parties to conduct its preclinical studies and clinical trials, Revance remains responsible for ensuring that each of its preclinical studies and clinical trials is conducted in accordance with its investigational plan and protocol. Moreover, the FDA and foreign regulatory authorities require Revance to comply with regulations and standards, commonly referred to as good clinical practices (“GCPs”) and good laboratory practices for conducting, monitoring, recording and reporting the results of clinical and preclinical trials to ensure that the data and results are scientifically credible and accurate, and that the trial subjects are adequately informed of the potential risks of participating in clinical trials. Revance also relies on consultants to assist in the execution, including data collection and analysis, of its clinical trials.

In addition, the execution of preclinical studies and clinical trials, and the subsequent compilation and analysis of the data produced, requires coordination among various parties. In order for these functions to be carried out effectively and efficiently, it is imperative that these parties communicate and coordinate with one another.

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Moreover, these third parties may also have relationships with other commercial entities, some of which may compete with Revance. These third parties may terminate their agreements with Revance upon as little as 30 days’ prior written notice of a material breach by Revance that is not cured within 30 days. Many of these agreements may also be terminated by such third parties under certain other circumstances, including Revance’s insolvency or its failure to comply with applicable laws. In general, these agreements require such third parties to reasonably cooperate with Revance at Revance’s expense for an orderly winding down of services of such third parties under the agreements. If the third parties or consultants conducting Revance’s clinical trials do not perform their contractual duties or obligations, experience work stoppages, do not meet expected deadlines, terminate their agreements with Revance or need to be replaced, or if the quality or accuracy of the clinical data they obtain is compromised due to the failure to adhere to Revance’s clinical trial protocols or GCPs, or for any other reason, Revance may need to conduct additional clinical trials or enter into new arrangements, which could be difficult, costly or impossible, and its clinical trials may be extended, delayed or terminated or may need to be repeated. Revance may be unable to recover unused funds from these third-parties. If any of the foregoing were to occur, Revance may not be able to obtain, or may be delayed in obtaining, regulatory approval for, and will not be able to, or may be delayed in its efforts to, successfully commercialize the product candidate being tested in such trials.

If any products Revance develops are not accepted by the market or if regulatory agencies limit Revance’s labeling indications, require labeling content that diminishes market acceptance of its products or limits its marketing claims, Revance may be unable to generate significant revenues, if any.

Even if Revance obtains regulatory approval for DaxibotulinumtoxinA for Injection, the RHA^® collection of dermal fillers, DaxibotulinumtoxinA Topical, biosimilar, or any other product candidates and are able to commercialize them, these products may not gain market acceptance among physicians, patients, healthcare payors and the medical community.

The degree of market acceptance of any of Revance’s approved products will depend upon a number of factors, including:

The FDA or other regulatory agencies could limit the labeling indication for which Revance’s product candidates may be marketed or could otherwise limit marketing efforts for Revance’s products. If Revance is unable to achieve approval or successfully market any of its product candidates, or marketing efforts are restricted by regulatory limits, its ability to generate revenues could be significantly impaired.

If Revance is found to have improperly promoted off-label uses for its products that are approved for marketing, including the RHA^® collection of dermal fillers and, if approved for marketing, DaxibotulinumtoxinA for Injection, or if physicians misuse Revance’s products or use its products off-label, Revance may become subject to prohibitions on the sale or marketing of its products, significant fines, penalties, and sanctions, product liability claims, and its image and reputation within the industry and marketplace could be harmed.

The FDA and other regulatory agencies strictly regulate the marketing and promotional claims that are made about regulated products, such as the RHA^® collection of dermal fillers and, if approved, DaxibotulinumtoxinA

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for Injection. In particular, a product may not be promoted for uses or indications that are not approved by the FDA or such other regulatory agencies as reflected in the product’s approved labeling. If Revance is found to have promoted such off-label uses, Revance may receive warning letters and become subject to significant liability, which would materially harm its business. The federal government has levied large civil and criminal fines against companies for alleged improper promotion and has enjoined several companies from engaging in off-label promotion. If Revance becomes the target of such an investigation or prosecution based on its marketing and promotional practices, it could face similar sanctions, which would materially harm its business. In addition, management’s attention could be diverted from Revance’s business operations, significant legal expenses could be incurred, and Revance’s reputation could be damaged. The FDA has also requested that companies enter into consent decrees or permanent injunctions under which specified promotional conduct is changed or curtailed. If Revance is deemed by the FDA to have engaged in the promotion of its products for off-label use, it could be subject to FDA prohibitions on the sale or marketing of its products or significant fines and penalties, and the imposition of these sanctions could also affect Revance’s reputation and position within the industry.

Physicians may, in their independent medical judgment, prescribe legally available products for off-label uses. However, physicians may also misuse the RHA^® collection of dermal fillers and, if approved, DaxibotulinumtoxinA for Injection or Revance’s other products, or use improper techniques, potentially leading to adverse results, side effects or injury, which may lead to product liability claims. If these products are misused or used with improper technique, Revance may become subject to costly litigation by its customers or their patients. Product liability claims could divert management’s attention from Revance’s core business, be expensive to defend, and result in sizable damage awards against it that may not be covered by insurance. Furthermore, the use of these products for indications other than those cleared by the FDA may not effectively treat such conditions, which could harm Revance’s reputation in the marketplace among physicians and patients.

Any of these events could harm Revance’s business and results of operations and cause its stock price to decline.

If there is not sufficient physician and patient demand for and acceptance of the RHA^® collection of dermal fillers, or, if approved for commercialization, DaxibotulinumtoxinA for Injection and any future product candidates, Revance’s financial results and future prospects will be harmed.

Use of the RHA^® collection of dermal fillers, and, if approved for commercialization, DaxibotulinumtoxinA for Injection for aesthetic indications are elective procedures, the cost of which must be borne by the patient, and Revance does not expect it to be reimbursable through government or private health insurance. The decision by a patient to elect to undergo the treatment of aesthetic indications with the RHA^® collection of dermal fillers or, if approved for commercialization, DaxibotulinumtoxinA for Injection, may pursue may be influenced by a number of factors, including:

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Revance’s business, financial results and future prospects will be materially harmed if it cannot generate sufficient demand for the RHA^® collection of dermal fillers or, if approved for commercialization, DaxibotulinumtoxinA for Injection or for any other future product candidate.

Revance is subject to uncertainty relating to third-party reimbursement policies which, if not favorable for DaxibotulinumtoxinA for Injection or any future product candidates, could hinder or prevent their commercial success.

Revance’s ability to commercialize DaxibotulinumtoxinA for Injection or any future product candidates for therapeutic indications such as cervical dystonia, adult upper limb spasticity, plantar fasciitis or migraine will depend in part on the coverage and reimbursement levels set by governmental authorities, private health insurers and other third-party payors. As a threshold for coverage and reimbursement, third-party payors generally require that drug products have been approved for marketing by the FDA. Third-party payors also are increasingly challenging the effectiveness of and prices charged for medical products and services. Revance may not obtain adequate third-party coverage or reimbursement for DaxibotulinumtoxinA for Injection or any future product candidates for therapeutic indications, or Revance may be required to sell them at a discount.

Revance expects that third-party payors will consider the efficacy, cost effectiveness and safety of DaxibotulinumtoxinA for Injection in determining whether to approve reimbursement for DaxibotulinumtoxinA for Injection for therapeutic indications and at what level. Revance’s business would be materially adversely affected if it does not receive coverage and adequate reimbursement of DaxibotulinumtoxinA for Injection for therapeutic indications from private insurers on a timely or satisfactory basis. No uniform policy for coverage and reimbursement for products exists among third-party payors in the U.S.; therefore, coverage and reimbursement for products can differ significantly from payor to payor. Further, coverage under certain government programs, such as Medicare and Medicaid, may not be available for certain of Revance’s product candidates. As a result, the coverage determination process will likely be a time-consuming and costly process, with no assurance that coverage and adequate reimbursement will be applied consistently or obtained in the first instance. Revance’s business could also be adversely affected if third-party payors limit the indications for which DaxibotulinumtoxinA for Injection will be reimbursed to a smaller patient set than Revance believes they are effective in treating.

In some foreign countries, particularly Canada and European countries, the pricing of prescription pharmaceuticals is subject to strict governmental control. In these countries, pricing negotiations with governmental authorities can take six to twelve months or longer after the receipt of regulatory approval and product launch. To obtain favorable reimbursement for the indications sought or pricing approval in some countries, Revance may be required to conduct a clinical trial that compares the cost-effectiveness of its products, including DaxibotulinumtoxinA for Injection, to other available therapies. If reimbursement for Revance’s product is unavailable in any country in which reimbursement is sought, limited in scope or amount, or if pricing is set at unsatisfactory levels, its business could be materially harmed.

If product liability lawsuits are brought against Revance, it may incur substantial liabilities and may be required to limit commercialization of any future products it develops.

Revance faces an inherent risk of product liability lawsuits as a result of commercializing the RHA^® collection of dermal fillers and as a result of the clinical testing of DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA

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Topical, biosimilar, or any other product candidates. For example, Revance may be sued if any product it develops allegedly causes injury or is found to be otherwise unsuitable during product testing, manufacturing, marketing or sale. Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability and a breach of warranties. Claims could also be asserted under state consumer protection acts. If Revance cannot successfully defend itself against product liability claims, it may incur substantial liabilities or be required to limit commercialization of its products. Even a successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in:

Revance’s inability to obtain and maintain sufficient product liability insurance at an acceptable cost and scope of coverage to protect against potential product liability claims could prevent or inhibit the commercialization of DaxibotulinumtoxinA for Injection, the RHA^® collection of dermal fillers or any future products it develops. Revance currently carries product liability insurance covering its clinical trials. Although Revance maintains such insurance, any claim that may be brought against it could result in a court judgment or settlement in an amount that is not covered, in whole or in part, by its insurance or that is in excess of the limits of its insurance coverage. Revance’s insurance policies also have various exclusions and deductibles, and Revance may be subject to a product liability claim for which it has no coverage. Revance will have to pay any amounts awarded by a court or negotiated in a settlement that exceed its coverage limitations or that are not covered by its insurance, and Revance may not have, or be able to obtain, sufficient capital to pay such amounts. Moreover, in the future, Revance may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to protect it against losses. If and when Revance obtains approval for marketing DaxibotulinumtoxinA for Injection it intends to expand its insurance coverage to include the sale of DaxibotulinumtoxinA for Injection as applicable; however, Revance may be unable to obtain this liability insurance on commercially reasonable terms.

Revance has been, and in the future may be, subject to securities class action and stockholder derivative actions. These, and potential similar or related litigation, could result in substantial damages and may divert management’s time and attention from Revance’s business.

Revance has been, and may in the future be, the target of securities class actions or stockholder derivative claims. On May 1, 2015, a securities class action complaint was filed on behalf of City of Warren Police and Fire Retirement System against Revance and certain of its directors and executive officers at the time of Revance’s follow-on public offering, and the investment banking firms that acted as the underwriters in its follow-on public offering. The Court granted final approval of the settlement, as set forth in the Stipulation of Settlement, on

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July 28, 2017. While the litigation has ended, Revance may be subject to future securities class action and stockholder derivation actions, which may adversely impact its business, results of operations, financial position or cash flows and divert management’s time and attention from the business.

If Revance fails to attract and keep senior management and key scientific personnel, it may be unable to successfully develop DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, biosimilar or any future product candidates, conduct its clinical trials and commercialize the RHA^® collection of dermal fillers, DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, biosimilar or any future products it develops.

Revance’s success depends in part on its continued ability to attract, retain and motivate highly qualified management, clinical and scientific personnel. Revance believes that its future success is highly dependent upon the contributions of Revance’s senior management, particularly Mark J. Foley, its President and Chief Executive Officer, Abhay Joshi, Ph.D., its Chief Operating Officer, Tobin C. Schilke, its Chief Financial Officer, and Dustin Sjuts, its Chief Commercial Officer, Aesthetics & Therapeutics, as well as Revance’s senior scientists and other members of its senior management team. The loss of services of any of these individuals could delay or prevent the successful development of Revance’s product pipeline, the completion of its planned clinical trials or the commercialization of the RHA^® collection of dermal fillers, DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, biosimilar or any future products it develops.

Leadership transitions can be inherently difficult to manage. Resignations of executive officers may cause disruption in Revance’s business, strategic and employee relationships, which may significantly delay or prevent the achievement of Revance’s business objectives. Leadership changes may also increase the likelihood of turnover in other key officers and employees and may cause declines in the productivity of existing employees. The search for a replacement officer may take many months or more, further exacerbating these factors. Identifying and hiring an experienced and qualified executive officer are typically difficult. Periods of transition in senior management leadership are often difficult as the new executives gain detailed knowledge of Revance’s operations and may result in cultural differences and friction due to changes in strategy and style. During the transition periods, there may be uncertainty among investors, employees, creditors and others concerning Revance’s future direction and performance.

Revance could experience problems attracting and retaining qualified employees. Competition for qualified personnel in the biotechnology and pharmaceuticals field is intense and the turnover rate can be high due to the limited number of individuals who possess the skills and experience required by Revance’s industry. Revance will need to hire a significant number of additional personnel as it begins building out a U.S. commercial organization for the distribution of the RHA^® collection of dermal fillers in the U.S. and, if the BLA is approved on or by the PDUFA target action date, the planned initiation of commercialization activities for DaxibotulinumtoxinA for Injection for the treatment of glabellar lines before the end of 2020. As the product supply of the RHA^® collection of dermal fillers has been delayed by Teoxane due to factors surrounding the COVID-19 pandemic, Revance’s anticipated product launch of the RHA^® 2, 3 and 4 collection of dermal fillers has been delayed by at least one quarter from the second quarter of 2020 to the third quarter of 2020. As a result, the hiring timeframe for building Revance’s sales force has been adjusted to coincide with product availability. Revance has no prior experience in building and managing a sales organization, and it may experience challenges associated with recruiting field representatives virtually through remote, group interviewing platforms and with onboarding new field representatives during such time as “shelter-in-place” or other such orders by governmental entities necessitate Revance’s work from home policy.

Revance may not be able to attract and retain quality personnel on acceptable terms, or at all. In addition, to the extent Revance hires personnel from competitors, it may be subject to allegations that they have been improperly solicited or that they have divulged proprietary or other confidential information, or that their former employers own their previous research output.

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If Revance is not successful in discovering, developing, acquiring and commercializing additional product candidates, its ability to expand its business and achieve its strategic objectives would be impaired.

Although a substantial amount of Revance’s effort will focus on the commercialization of the RHA^® collection of dermal fillers and the continued clinical testing and potential approval of DaxibotulinumtoxinA for Injection, a key element of its strategy is to discover, develop and commercialize a portfolio of botulinum toxin products for both aesthetic and therapeutic indications. Revance is seeking to do so through its internal research programs and may explore strategic collaborations for the development or acquisition of new products.

Even if Revance identifies an appropriate collaboration or product acquisition, it may not be successful in negotiating the terms of the collaboration or acquisition, or effectively integrating the collaboration or acquired product into its existing business and operations. Moreover, Revance may not be able to pursue such opportunities if they fall within the non-compete provision of the Teoxane Agreement, which prohibits Revance from developing, manufacturing, marketing, selling, detailing or promoting any cross-linked hyaluronic acid dermal filler (other than the RHA^® collection of dermal fillers) in the U.S. during the term of the Teoxane Agreement. Revance has limited experience in successfully acquiring and integrating products and technologies into its business and operations, and even if Revance is able to consummate an acquisition or other investment, it may not realize the anticipated benefits of such acquisitions or investments. Revance may face risks, uncertainties and disruptions, including difficulties in the integration of the operations and services of these acquisitions. If Revance fails to successfully integrate collaborations, assets, products or technologies that it enters into or acquire, or if it fails to successfully exploit acquired product distribution rights and maintain acquired relationships with customers, Revance’s business could be harmed. Furthermore, Revance may have to incur debt or issue equity securities in connection with proposed collaborations or to pay for any product acquisitions or investments, the issuance of which could be dilutive to its existing stockholders. Identifying, contemplating, negotiating or completing a collaboration or product acquisition and integrating an acquired product or technology could significantly divert management and employee time and resources.

While DaxibotulinumtoxinA for Injection is in the clinical development stage, DaxibotulinumtoxinA Topical and all of Revance’s other potential product candidates remain in the discovery or preclinical stage. Research programs to identify product candidates require substantial technical, financial and human resources, whether or not any product candidates are ultimately identified. Revance’s research programs may initially show promise in identifying potential product candidates, yet fail to yield product candidates for clinical development for many reasons, including the following:

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If Revance fails to develop and successfully commercialize other product candidates, Revance’s business and future prospects may be harmed and its business will be more vulnerable to problems that it encounters in commercializing the RHA^® collection of dermal fillers and in developing and commercializing DaxibotulinumtoxinA for Injection.

The requirements of being a public company may strain Revance’s resources, divert management’s attention and affect Revance’s ability to attract and retain qualified members of the Revance board.

Revance is subject to the reporting requirements of the Exchange Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), The Nasdaq Stock Market LLC listing rules and other applicable securities rules and regulations. Compliance with these rules and regulations has increased and will continue to increase Revance’s legal and financial compliance costs, make some activities more difficult, time-consuming or costly, and increase demand on Revance’s systems and resources. The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires, among other things, that Revance maintains effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve Revance’s disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could harm Revance’s business and operating results. Although Revance has hired additional employees to comply with these requirements, it may need to hire more employees in the future, which will increase its costs and expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Revance intends to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If Revance’s efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against Revance and its business may be harmed.

As a public company that is subject to these rules and regulations Revance may find it is more expensive for Revance to obtain director and officer liability insurance, and Revance may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for Revance to attract and retain qualified members of the Revance board and qualified executive officers.

Revance needs to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, and the failure to do so could have a material adverse effect on its business and stock price.

The Sarbanes-Oxley Act requires, among other things, that Revance maintains effective internal control over financial reporting and disclosure controls and procedures. Revance is required to perform system and process evaluation and testing of its internal control over financial reporting to allow management to report on the effectiveness of Revance’s internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Revance’s independent registered public accounting firm is required to attest to the effectiveness of Revance’s internal control over financial reporting in connection with the filing of Revance’s Annual Report on Form 10-K. If Revance or its independent registered public accounting firm identifies deficiencies in Revance’s internal control over financial reporting that are deemed to be material weaknesses, the market price of Revance common stock could decline and Revance could be subject to actions or investigations by the SEC, or other regulatory authorities, which would require additional financial and management resources.

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Revance may experience difficulties maintaining its new enterprise resource planning system.

In the second quarter of 2019, Revance implemented a new enterprise resource planning (“ERP”) system and expects to continue with additional ERP implementations, including those in preparation of potential product launches. ERP implementations are complex and time-consuming, and involve substantial expenditures on system software and implementation activities. The ERP system will be critical to Revance’s ability to provide important information to its management, obtain and deliver its products, provide services and customer support, send invoices and track payments, fulfill contractual obligations, accurately maintain books and records, provide accurate, timely and reliable reports on its financial and operating results or otherwise operate Revance’s business. ERP implementations also require transformation of business and financial processes in order to reap the benefits of the ERP system; any such transformation involves risks inherent in the conversion to a new computer system, including loss of information and potential disruption to Revance’s normal operations. The implementation and maintenance of the new ERP system has required, and will continue to require, the investment of significant financial and human resources. Any disruptions, delays or deficiencies in the design or the ongoing maintenance of the new ERP system could adversely affect Revance’s ability to process orders, ship products, provide services and customer support, send invoices and track payments, fulfill contractual obligations, accurately maintain books and records, provide accurate, timely and reliable reports on its financial and operating results, or otherwise operate Revance’s business. Additionally, if the system does not operate as intended, the effectiveness of Revance’s internal control over financial reporting could be adversely affected or Revance’s ability to assess it adequately could be delayed.

Revance’s business involves the use of hazardous materials and Revance and its third-party manufacturers and suppliers must comply with environmental laws and regulations, which can be expensive and restrict how Revance does business.

Revance’s sales, marketing, research and development and manufacturing activities and its third-party manufacturers’ and suppliers’ activities involve the controlled storage, use and disposal of hazardous materials owned by Revance, including botulinum toxin type A, a key component of Revance’s product candidates, and other hazardous compounds. Revance and its manufacturers and suppliers are subject to laws and regulations governing the use, manufacture, storage, handling and disposal of these hazardous materials. Revance is licensed with the Centers for Disease Control and Prevention (“CDC”) and with the California Department of Health, Food and Drug Branch for use of botulinum toxin and to manufacture both the active pharmaceutical ingredient and the finished product in topical and injectable dose forms. In some cases, these hazardous materials and various wastes resulting from their use are stored at Revance’s and its manufacturers’ facilities pending their use and disposal. Revance cannot eliminate the risk of contamination, which could cause an interruption of its commercialization efforts, research and development efforts and business operations, environmental damage resulting in costly clean-up and liabilities under applicable laws and regulations governing the use, storage, handling and disposal of these materials and specified waste products. Although Revance believes that the safety procedures utilized by Revance and its third-party manufacturers for handling and disposing of these materials generally comply with the standards prescribed by these laws and regulations, Revance cannot guarantee that this is the case or eliminate the risk of accidental contamination or injury from these materials. In such an event, Revance may be held liable for any resulting damages and such liability could exceed its resources and state or federal or other applicable authorities may curtail Revance’s use of certain materials and interrupt its business operations. Furthermore, environmental laws and regulations are complex, change frequently and have tended to become more stringent. Revance cannot predict the impact of such changes and cannot be certain of its future compliance.

Revance may use third-party collaborators to help it develop, validate or commercialize any new products, and Revance’s ability to commercialize such products could be impaired or delayed if these collaborations are unsuccessful.

Revance may continue to license or selectively pursue strategic collaborations for the development, validation and commercialization of DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, biosimilar,

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hyaluronic acid filler products, and any future product candidates. For instance, in February 2018, Revance and Mylan entered into the Mylan Collaboration, pursuant to which Revance and Mylan will collaborate exclusively, on a world-wide basis (excluding Japan), to develop, manufacture and commercialize Revance’s biosimilar product candidate. In December 2018, Revance and Fosun entered into the Fosun License Agreement pursuant to which Revance has granted Fosun the exclusive rights to develop and commercialize DaxibotulinumtoxinA for Injection in the Fosun Territory and certain sublicense rights. In addition, Revance entered into the Teoxane Agreement in January 2020, pursuant to which Teoxane granted Revance the exclusive right to import, market, promote, sell and distribute the RHA^® collection of dermal fillers in the U.S., its territories and possessions. In any third-party collaboration, Revance is dependent upon the success of the collaborators to perform their responsibilities with continued cooperation. Revance’s collaborators may not cooperate with Revance or perform their obligations under Revance’s agreements with them. Revance cannot control the amount and timing of its collaborators’ resources that will be devoted to performing their responsibilities under Revance’s agreements with them. Revance’s collaborators may choose to pursue alternative technologies in preference to those being developed in collaboration with Revance. The development, validation and commercialization of Revance’s product candidates will be delayed if collaborators fail to conduct their responsibilities in a timely manner or in accordance with applicable regulatory requirements or if they breach or terminate their collaboration agreements with Revance.

Disputes with Revance’s collaborators could also impair its reputation or result in development delays, decreased revenues and litigation expenses. Revance’s collaboration with Mylan is for the development of a biosimilar product, which is subject to risks inherent with the relatively short history of biosimilar product approvals in the U.S. The biosimilar product would be subject to similar commercial risks as Revance’s DaxibotulinumtoxinA for Injection and Daxibotulinumtoxin A Topical product candidates. In February 2019, Revance and Mylan participated in a BIAM with the FDA to discuss the feasibility of a 351(k) biosimilar submission and the necessary development pathway for the biosimilar product candidate. While Revance believes that such a pathway is viable, the successful development and commercialization of a biosimilar product in any indications of BOTOX^® or BOTOX Cosmetic^® would be subject to FDA requirements that would need to be assessed by Revance and Mylan in determining the development of the biosimilar product candidate. In August 2019, Revance announced an amendment to the Mylan Collaboration pursuant to which, among other things, Revance agreed to extend the period of time for Mylan to make a decision under the collaboration agreement as to whether to continue the development and commercialization of a biosimilar to the branded biologic product (onabotulinumtoxinA) marketed as BOTOX^® beyond the initial development plan to prepare for and conduct the BIAM with the FDA. Such amendment to the Mylan Collaboration and the FDA requirements may also limit Revance’s ability to begin development of the biosimilar in 2020, as presently planned or at all. In May 2020, Mylan provided Revance with written notice of its decision to continue the development and commercialization of the biosimilar. Even if successfully developed, the biosimilar product would be subject to similar commercial risks as Revance’s DaxibotulinumtoxinA for Injection and DaxibotulinumtoxinA Topical product candidates.

Unfavorable global economic conditions or trade relations could adversely affect Revance’s business, financial condition or results of operations.

Revance’s results of operations could be adversely affected by general conditions in the global economy and in the global financial markets. Furthermore, the demand for aesthetic or therapeutic medical procedures may be particularly vulnerable to unfavorable economic conditions. Revance does not expect sales of the RHA^® collection of dermal fillers for aesthetic indications or sales of DaxibotulinumtoxinA for Injection for the treatment of glabellar lines to be reimbursed by any government or third-party payor and, as a result, demand for the first indications of each of Revance’s product candidates will be tied to discretionary spending levels of its targeted patient population. Future global financial crises and economic downturns, including those cause by widespread public health crises such as the COVID-19 pandemic, may cause extreme volatility and disruptions in capital and credit markets. A severe or prolonged economic downturn could result in a variety of risks to Revance’s business, including weakened demand for the RHA^® collection of dermal fillers, DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, biosimilar or any future product candidates,

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if approved, and its ability to raise additional capital when needed on acceptable terms, if at all. A weak or declining economy could also strain Revance’s suppliers, possibly resulting in supply disruption, or cause Revance’s customers to delay making payments for its services.

In addition, changes in U.S. and foreign trade policies or border closures related to the COVID-19 pandemic could trigger retaliatory actions by affected countries, resulting in “trade wars”, which may reduce customer demand for goods exported out of the U.S. if the parties having to pay those retaliatory tariffs increase their prices, or if trading partners limit their trade with the U.S. If these consequences are realized, the price to the consumer of aesthetic or therapeutic medical procedures from products exported out of the U.S. may increase, resulting in a material reduction in the demand for Revance’s future product candidates. Such a reduction may materially and adversely affect Revance’s potential sales and its business. In particular, under Revance’s Fosun License Agreement, Revance is responsible for manufacturing DaxibotulinumtoxinA for Injection and supplying it to Fosun, which would then develop commercialize, market and sell it in mainland China, Hong Kong and Macau. If this arrangement is restricted in any way due to the U.S.-China trade relation or the COVD-19 pandemic, the contingent payments Revance is entitled to receive under the agreement, which are based on product sales, among other things, may be adversely affected. In addition, under the Teoxane Agreement, Revance is responsible for the commercialization of the RHA^® collection of dermal fillers in the U.S., and rely on Teoxane for its entire supply of the RHA^® collection of dermal fillers, which has been impacted by COVID-19 pandemic.

Further, travel and import restrictions, including those resulting from the COVID-19 pandemic, have disrupted and may continue to disrupt Revance’s supply chain and ability to distribute the RHA^® collection of dermal fillers Any import or export or other cargo restrictions related to Revance’s products, including those resulting from the COVID-19 pandemic, would restrict its ability to ship or receive products and harm its business, financial condition and results of operations.

Any of the foregoing could harm Revance’s business and it cannot anticipate all of the ways in which the current or future economic climate and financial market conditions could adversely impact its business.

Adverse tax laws or regulations could be enacted or existing laws could be applied to Revance or its customers, which could increase the costs of Revance’s services and adversely impact its business.

The application of federal, state, local and international tax laws to services provided electronically is evolving. New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time (possibly with retroactive effect), and could be applied solely or disproportionately to services provided over the internet. These enactments could adversely affect Revance’s sales activity due to the inherent cost increase the taxes would represent and ultimately result in a negative impact on its operating results and cash flows.

In addition, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to Revance (possibly with retroactive effect), which could require Revance or its customers to pay additional tax amounts, as well as require Revance or its customers to pay fines or penalties and interest for past amounts. If Revance is unsuccessful in collecting such taxes from its customers, Revance could be held liable for such costs, thereby adversely impacting its operating results and cash flows.

Further, Revance has undertaken certain transactions to realize potential tax efficiencies in support of its expected global business expansion. These transactions are meant to align the global economic ownership of Revance’s intellectual property rights with its current and future business operations. Revance is uncertain as to whether the tax efficiencies sought by this alignment will materialize and may choose to unwind these transactions in the future.

In December 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law. Future guidance from the Internal Revenue Service (the “IRS”) and other tax authorities with respect to the Tax Act may affect

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Revance, and certain aspects of the Tax Act could be repealed or modified in future legislation. For example, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) modified certain provisions of the Tax Act. In addition, it is uncertain if and to what extent various states will conform to the Tax Act, the CARES Act or any newly enacted federal tax legislation. Changes in corporate tax rates, the realization of net deferred tax assets relating to Revance’s U.S. operations, the taxation of foreign earnings, and the deductibility of expenses under the Tax Act or future tax reform legislation could have a material impact on the value of its deferred tax assets, could result in significant one-time charges in the current or future taxable years, and could increase its future U.S. tax expense. The foregoing items, as well as any other future changes in tax laws, could have a material adverse effect on Revance’s business, cash flow, financial condition, or results of operations.

Significant disruptions of information technology systems or breaches of data security could materially adversely affect Revance’s business, results of operations and financial condition.

Revance collects and maintains information in digital form that is necessary to conduct its business, and Revance is increasingly dependent on information technology systems and infrastructure to operate its business. In the ordinary course of its business, Revance collects, stores and transmits confidential information, including intellectual property, proprietary business information and personal information. It is critical that Revance does so in a secure manner to maintain the confidentiality and integrity of such confidential information. Revance has established physical, electronic and organizational measures to safeguard and secure its systems to prevent a data compromise, and rely on commercially available systems, software, tools, and monitoring to provide security for its information technology systems and the processing, transmission and storage of digital information. Revance has also outsourced elements of its information technology infrastructure, and as a result a number of third-party vendors may or could have access to its confidential information. Revance’s internal information technology systems and infrastructure, and those of its current and any future collaborators, contractors and consultants and other third parties on which it relies, are vulnerable to damage from computer viruses, malware, natural disasters, terrorism, war, telecommunication and electrical failures, cyber-attacks or cyber-intrusions over the Internet, attachments to emails, persons inside Revance’s organization, or persons with access to systems inside its organization. Breaches and other inappropriate access can be difficult to detect and any delay in identifying them could increase their harm. While Revance has implemented security measures to protect its data security and information technology systems, such measures may not prevent such events. In addition, Revance’s work from home policy implemented in response to the COVID-19 pandemic could increase its cyber security risk, create data accessibility concerns, and make it more susceptible to communication disruptions. U.S. and international authorities have been warning businesses of increased cybersecurity threats from actors seeking to exploit the COVID-19 pandemic. Any such breaches of security and inappropriate access could disrupt Revance’s operations, harm its reputation or otherwise have a material adverse effect on its business, financial condition and results of operations.

The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. In addition, the prevalent use of mobile devices that access confidential information increases the risk of data security breaches, which could lead to the loss of confidential information or other intellectual property. The costs to Revance to mitigate network security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant, and while it has implemented security measures to protect its data security and information technology systems, Revance’s efforts to address these problems may not be successful, and these problems could result in unexpected interruptions, delays, cessation of service and other harm to its business and its competitive position. If such an event were to occur and cause interruptions in Revance’s operations, it could result in a material disruption of its product development programs. For example, the loss of clinical study data from completed or ongoing or planned clinical studies could result in delays in Revance’s regulatory approval efforts and significantly increase its costs to recover or reproduce the data. Moreover, if a computer security breach affects Revance’s systems, corrupts its data or results in the unauthorized disclosure or release of personally identifiable information, Revance’s reputation could be materially damaged. In addition,

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such a breach may require notification to governmental agencies, supervisory bodies, credit reporting agencies, the media or individuals pursuant to various federal, state and foreign data protection, privacy and security laws, regulations and guidelines, if applicable. For example, these may include the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) as amended by the Health Information Technology for Clinical Health Act of 2009, and its implementing rules and regulations, U.S. state breach notification laws and the EU General Data Protection Regulation (EU) 2016/679 (“GDPR”). Revance would also be exposed to a risk of loss, enforcement measures, penalties, fines, indemnification claims or litigation and potential civil or criminal liability, which could materially adversely affect its business, results of operations and financial condition.

Changes in and failures to comply with U.S. and foreign privacy and data protection laws, regulations and standards may adversely affect Revance’s business, operations and financial performance.

Revance is subject to or affected by numerous federal, state and foreign laws and regulations, as well as regulatory guidance, governing the collection, use, disclosure, retention, and security of personal data, such as information that it collects about patients and healthcare providers in connection with clinical trials in the U.S. and abroad. The global data protection landscape is rapidly evolving, and implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future. This evolution may create uncertainty in Revance’s business, affect Revance or its vendors’ ability to operate in certain jurisdictions or to collect, store, transfer use and share personal information, necessitate the acceptance of more onerous obligations in Revance’s contracts, result in liability or impose additional costs on Revance. The cost of compliance with these laws, regulations and standards is high and is likely to increase in the future. Any failure or perceived failure by Revance to comply with federal, state or foreign laws or regulation, Revance’s internal policies and procedures or its contracts governing its processing of personal information could result in negative publicity, diversion of management time and effort and proceedings against Revance by governmental entities or others. In many jurisdictions, enforcement actions and consequences for noncompliance are rising.

In the U.S., HIPAA imposes, among other things, certain standards and obligations on covered entities including certain healthcare providers, health plans and healthcare clearinghouses, as well as their respective business associates that create, receive, maintain, or transmit individually identifiable health information for or on behalf of a covered entity relating to the privacy, security, transmission and breach reporting of individually identifiable health information. Certain states have also adopted comparable privacy and security laws and regulations, some of which may be more stringent than HIPAA. Revance may become subject to new privacy or cybersecurity regulations. Such laws and regulations could affect Revance’s ability to process personal data (in particular, its ability to use certain data for purposes such as risk or fraud avoidance, marketing or advertising), Revance’s ability to control its costs by using certain vendors or service providers, or impact Revance’s ability to offer certain services in certain jurisdictions. For example, the California Consumer Privacy Act (“CCPA”) became effective on January 1, 2020. The CCPA establishes a privacy framework for covered businesses, including an expansive definition of personal information and data privacy rights for California residents. The CCPA includes a framework with potentially severe statutory damages and private rights of action. The CCPA requires covered companies to provide new disclosures to California consumers (as that word is broadly defined in the CCPA), provide such consumers new ways to opt-out of certain sales of personal information, and allow for a new cause of action for data breaches. As Revance expands its operations, the CCPA will likely impact its business activities and may increase its compliance costs and potential liability. If Revance fails to comply with the CCPA, it may face significant fines and penalties that could adversely affect its business, financial condition and results of operations. Other states are beginning to pass similar laws, and some observers have noted that the CCPA could mark the beginning of a trend toward more stringent privacy legislation in the U.S., which could increase Revance’s potential liability and adversely affect its business. Such laws and regulations will be subject to interpretation by various courts and other governmental authorities, thus creating potentially complex compliance issues for Revance and its future customers and strategic partners. In the event that Revance is subject to HIPAA, the CCPA or other U.S. privacy and data protection laws, any liability from failure to comply with the requirements of these laws could adversely affect its financial condition.

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Revance’s operations abroad may also be subject to increased scrutiny or attention from data protection authorities. Many countries in these regions have established or are in the process of establishing privacy and data security legal frameworks with which Revance, its customers, or its vendors must comply. For example, the EU has adopted the GDPR, which went into effect in May 2018 and introduces strict requirements for processing the personal information of EU subjects, including clinical trial data. The GDPR is likely to increase compliance burdens on Revance, including by mandating potentially burdensome documentation requirements and granting certain rights to individuals to control how Revance collects, uses, discloses, retains and processes information about them. The processing of sensitive personal data, such as physical health condition, may impose heightened compliance burdens under the GDPR and is a topic of active interest among foreign regulators. In addition, the GDPR provides for more robust regulatory enforcement and fines of up to €20 million or 4 percent of the annual global revenue of the noncompliant company, whichever is greater. As Revance continues to expand into other foreign countries and jurisdictions, it may be subject to additional laws and regulations that may affect how it conduct business.

Risks Related to Revance’s Intellectual Property

If Teoxane fails to obtain and maintain patent, licensing arrangements or other protection for the proprietary intellectual property that Revance has exclusive distribution rights to, Revance could lose its rights related to the RHA^® collection of dermal fillers, which would have a material adverse effect on its potential to generate revenue, its business prospects, and its results of operations.

If Teoxane fails to obtain and maintain patent, licensing arrangements or other protection for the proprietary intellectual property that Revance has exclusive distribution rights to, Revance could lose its rights to the intellectual property or its exclusivity with respect to those rights, and Revance’s competitors could market competing products using the intellectual property. The intellectual property underlying the RHA^® collection of dermal fillers is of critical importance to Revance’s business and involves complex legal, business and scientific issues and is complicated by the rapid pace of scientific discovery in Revance’s industry. Disputes may arise regarding intellectual property subject to the Teoxane Agreement, including:

If disputes over intellectual property that Revance has licensed prevents or impairs its ability to maintain its current licensing arrangements on acceptable terms, Revance may be unable to successfully develop and commercialize the affected products or product candidates.

If Revance’s efforts to protect its intellectual property related to DaxibotulinumtoxinA for Injection, the RHA^® collection of dermal fillers or any future product candidates, including DaxibotulinumtoxinA Topical and biosimilar, are not adequate, it may not be able to compete effectively.

Revance relies upon a combination of patents, trade secret protection and confidentiality agreements to protect the intellectual property related to DaxibotulinumtoxinA for Injection, the RHA^® collection of dermal fillers, DaxibotulinumtoxinA Topical, biosimilar, and its development programs. Any disclosure to or misappropriation by third parties of Revance’s confidential proprietary information could enable competitors to quickly duplicate or surpass Revance’s technological achievements, thereby eroding its competitive position.

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The strength of patents in the biotechnology and pharmaceutical field involves complex legal and scientific questions and can be uncertain. This uncertainty includes changes to the patent laws through either legislative action to change statutory patent law or court action that may reinterpret existing law in ways affecting the scope or validity of issued patents. The patent applications that Revance owns or licenses may fail to result in issued patents in the U.S. or foreign countries. Competitors in the field of cosmetics, pharmaceuticals, and botulinum toxin have created a substantial amount of prior art, including scientific publications, patents and patent applications. Revance’s ability to obtain and maintain valid and enforceable patents depends on whether the differences between its technology and the prior art allow its technology to be patentable over the prior art. Even if the patents do successfully issue, third parties may challenge the validity, enforceability or scope of such issued patents or any other issued patents Revance owns or license, which may result in such patents being narrowed, invalidated or held unenforceable. For example, patents granted by the European Patent Office may be opposed by any person within nine months from the publication of their grant. Revance’s European Patent EP 2 661 276 for “Topical composition comprising botulinum toxin and a dye” was opposed in the European Patent Office by Allergan plc on May 2, 2018, and although this patent is not material to Revance’s business, it continues to take appropriate measures to defend the patent. On May 10, 2019 Revance’s European Patent No. EP 2 490 986 B1 for “Methods and Systems For Purifying Non-Complexed Botulinum Neurotoxin” was opposed. Revance is vigorously defending this patent in the European Patent Office. Revance was informed in May 2019 that its patent application NC2018/0005351 pending in Colombia for “Injectable Botulinum Toxin Formulations And Methods of Use Thereof Having Long Duration of Therapeutic Effect” was opposed. Revance responded to this pre-grant opposition. Furthermore, even if Revance’s patents and applications are unchallenged, they may not adequately protect its intellectual property or prevent others from designing around its claims.

In addition, the patent laws of the U.S. provide procedures for third parties to challenge the validity of issued patents. Patents issued from applications filed after March 15, 2013 may be challenged by third parties using the post-grant review procedure which allows challenges for a number of reasons, including prior art, sufficiency of disclosure, and subject matter eligibility. Under the inter partes review procedure, any third party may challenge the validity of any issued U.S. Patent in the U.S. Patent and Trademark Office (“USPTO”) on the basis of prior art patents or printed publications. Because of a lower evidentiary standard necessary to invalidate a patent claim in USPTO proceedings as compared to the evidentiary standard relied on in U.S. federal court, a third party could potentially provide evidence in a USPTO proceeding sufficient for the USPTO to hold a claim invalid even though the same evidence would be insufficient to invalidate the claim if first presented in a district court action. Accordingly, a third party may attempt to use the USPTO procedures to invalidate Revance’s patent claims that would not have been invalidated if first challenged by the third party as a defendant in a district court action. If the breadth or strength of protection provided by the patents and patent applications Revance holds or pursues with respect to DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, biosimilar or any future product candidates is challenged, then it could threaten Revance’s ability to commercialize DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, biosimilar or any future product candidates, and could threaten Revance’s ability to prevent competitive products from being marketed. Further, if Revance encounters delays in its clinical trials, the period of time during which it could market DaxibotulinumtoxinA for Injection, or any future product candidates under patent protection would be reduced. The results of Revance’s REALISE 1 Phase 3 clinical trial may be relevant to its patent strategy for its DaxibotulinumtoxinA Topical program.

Since patent applications in the U.S. and most other countries are confidential for a period of time after filing, Revance cannot be certain that it was the first to either (i) file any patent application related to its product candidates or (ii) invent any of the inventions claimed in its patents or patent applications. Furthermore, for applications filed before March 16, 2013, or patents issuing from such applications, an interference proceeding can be provoked by a third party, or instituted by the USPTO to determine who was the first to invent any of the subject matter covered by the patent claims of Revance’s applications and patents. As of March 16, 2013, the U.S. transitioned to a “first-to-file” system for deciding which party should be granted a patent when two or more patent applications are filed by different parties claiming the same invention. A third party that files a patent application in the USPTO before Revance could therefore be awarded a patent covering an invention of

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Revance’s even if Revance had made the invention before it was made by the third party. The change to “first-to-file” from “first-to-invent” is one of the changes to the patent laws of the United States resulting from the Leahy-Smith America Invents Act signed into law on September 16, 2011. Among some of the other changes to the patent laws are changes that limit where a patentee may file a patent infringement suit and providing opportunities for third parties to challenge any issued patent in the USPTO.

Even where laws provide protection, costly and time-consuming litigation could be necessary to enforce and determine the scope of Revance’s proprietary rights, and the outcome of such litigation would be uncertain. Moreover, any actions Revance may bring to enforce its intellectual property against its competitors could provoke them to bring counterclaims against Revance, and some of its competitors have substantially greater intellectual property portfolios and financial resources than Revance.

Revance also relies on trade secret protection and confidentiality agreements to protect proprietary know-how that may not be patentable, processes for which patents may be difficult to obtain or enforce and any other elements of Revance’s product development and manufacturing processes that involve proprietary know-how, information or technology that is not covered by patents.

In an effort to protect Revance’s trade secrets and other confidential information, Revance requires its employees, consultants, collaborators and advisers to execute confidentiality agreements upon the commencement of their relationships with Revance. These agreements require that all confidential information developed by the individual or made known to the individual by Revance during the course of the individual’s relationship with it be kept confidential and not disclosed to third parties. These agreements, however, may not provide Revance with adequate protection against improper use or disclosure of confidential information, and these agreements may be breached. Adequate remedies may not exist in the event of unauthorized use or disclosure of Revance’s confidential information. A breach of confidentiality could significantly affect Revance’s competitive position. In addition, in some situations, these agreements may conflict with, or be subject to, the rights of third parties with whom Revance’s employees, consultants, collaborators or advisers have previous employment or consulting relationships. To the extent that Revance’s employees, consultants or contractors use any intellectual property owned by others in their work for Revance, disputes may arise as to the rights in any related or resulting know-how and inventions. Also, others may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to Revance’s trade secrets and other confidential information.

If Revance infringes or is alleged to infringe intellectual property rights of third parties, its business could be harmed.

Revance’s research, development and commercialization activities may infringe or otherwise violate or be claimed to infringe or otherwise violate patents owned or controlled by other parties. Competitors in the field of cosmetics, pharmaceuticals and botulinum toxin have developed large portfolios of patents and patent applications in fields relating to Revance’s business. For example, there are patents held by third parties that relate to the treatment with botulinum toxin-based products for indications Revance is currently developing. There may also be patent applications that have been filed but not published that, when issued as patents, could be asserted against Revance. These third parties could bring claims against Revance that would cause it to incur substantial expenses and, if successful against Revance, could cause it to pay substantial damages. Further, if a patent infringement suit were brought against Revance, it could be forced to stop or delay research, development, manufacturing or sales of the product or product candidate that is the subject of the suit.

As a result of patent infringement claims, or to avoid potential claims, Revance may choose or be required to seek licenses from third parties. These licenses may not be available on acceptable terms, or at all. Even if Revance is able to obtain a license, the license would likely obligate it to pay license fees or royalties or both, and the rights granted to it might be nonexclusive, which could result in Revance’s competitors gaining access to the same intellectual property. Ultimately, Revance could be prevented from commercializing a product based on

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its current or future indications, or be forced to cease some aspect of its business operations, if, as a result of actual or threatened patent infringement claims, Revance is unable to enter into licenses on acceptable terms or at all.

There has been substantial litigation and other proceedings regarding patent and other intellectual property rights in the pharmaceutical industry. In addition to infringement claims against Revance, it may become a party to other patent litigation and other proceedings, including interference, derivation or post-grant proceedings declared or granted by the USPTO and similar proceedings in foreign countries, regarding intellectual property rights with respect to Revance’s current or future products. The cost to Revance of any patent litigation or other proceeding, even if resolved in its favor, could be substantial. Some of Revance’s competitors may be able to sustain the costs of such litigation or proceedings more effectively than Revance can because of their substantially greater financial resources. Patent litigation and other proceedings may also absorb significant management time. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could impair Revance’s ability to compete in the marketplace. The occurrence of any of the foregoing could have a material adverse effect on Revance’s business, financial condition or results of operations.

Revance may become involved in lawsuits to protect or enforce its patents or other intellectual property or the patents of its licensors, which could be expensive and time-consuming.

Competitors may infringe upon Revance’s intellectual property, including its patents or the patents of its licensors. As a result, Revance may be required to file infringement claims to stop third-party infringement or unauthorized use. This can be expensive, particularly for a company of Revance’s size, and time-consuming. In addition, in an infringement proceeding, a court may decide that a patent of Revance’s is not valid or is unenforceable, or may refuse to stop the other party from using the technology at issue on the grounds that Revance’s patent claims do not cover its technology or that the factors necessary to grant an injunction against an infringer are not satisfied.

An adverse determination of any litigation or other proceedings could put one or more of Revance’s patents at risk of being invalidated or interpreted narrowly and could put its patent applications at risk of not issuing.

Interference, derivation, inter partes review, post-grant review or other proceedings brought at the USPTO may be necessary to determine the priority or patentability of inventions with respect to Revance’s patents or patent applications or those of its licensors or collaborators. Litigation or USPTO proceedings brought by Revance may fail or may be invoked against it by third parties. Even if Revance is successful, domestic or foreign litigation or USPTO or foreign patent office proceedings may result in substantial costs and distraction to its management. Revance may not be able, either alone or with its licensors or collaborators, to prevent misappropriation of its proprietary rights, particularly in countries where the laws may not protect such rights as fully as in the U.S.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation or other proceedings, there is a risk that some of Revance’s confidential information could be compromised by disclosure during this type of litigation or proceedings. In addition, during the course of this kind of litigation or proceedings, there could be public announcements of the results of hearings, motions or other interim proceedings or developments or public access to related documents. If investors perceive these results to be negative, the market price for Revance common stock could be significantly harmed.

Revance may not be able to protect its intellectual property rights throughout the world.

Filing, prosecuting and defending patents on product candidates in all countries throughout the world would be prohibitively expensive, and Revance’s intellectual property rights in some countries outside the U.S. can be less extensive than those in the U.S. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the U.S. and in some cases may even force Revance

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to grant a compulsory license to competitors or other third parties. Consequently, Revance may not be able to prevent third parties from practicing Revance’s inventions in all countries outside the U.S., or from selling or importing products made using its inventions in and into the U.S. or other jurisdictions. Competitors may use Revance’s technologies in jurisdictions where Revance has not obtained patent protection to develop their own products and further, may export otherwise infringing products to territories where Revance has patent protection, but where enforcement is not as strong as that in the U.S. These products may compete with Revance’s products and its patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property protection, particularly those relating to biotechnology, which could make it difficult for Revance to stop the infringement of its patents or marketing of competing products in violation of its proprietary rights generally. Proceedings to enforce Revance’s patent rights in foreign jurisdictions could result in substantial costs and divert its efforts and attention from other aspects of its business, could put its patents at risk of being invalidated or interpreted narrowly and its patent applications at risk of not issuing and could provoke third parties to assert claims against it. Revance may not prevail in any lawsuits that it initiates and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, Revance’s efforts to enforce its intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that it develops or licenses.

In addition, Revance’s ability to protect and enforce its intellectual property rights may be adversely affected by unforeseen changes in domestic and foreign intellectual property laws.

Risks Related to Government Regulation

Revance’s business and products are subject to extensive government regulation.

Revance is subject to extensive, complex, costly and evolving regulation by federal and state governmental authorities in the U.S., principally by the FDA, the U.S. Drug Enforcement Administration, the CDC, and foreign regulatory authorities. Failure to comply with all applicable regulatory requirements, including those promulgated under FDCA, the Public Health Service Act, and Controlled Substances Act, may subject Revance to operating restrictions and criminal prosecution, monetary penalties and other disciplinary actions, including, sanctions, warning letters, product seizures, recalls, fines, injunctions, suspension, revocation of approvals, or exclusion from future participation in the Medicare and Medicaid programs.

After Revance’s other products receive regulatory approval, Revance, and its direct and indirect suppliers, will remain subject to the periodic inspection of Revance’s plants and facilities, review of production processes, and testing of Revance’s products to confirm that it is in compliance with all applicable regulations. Adverse findings during regulatory inspections may result in the implementation of Risk Evaluation and Mitigation Strategies programs, completion of government mandated clinical trials, and government enforcement action relating to labeling, advertising, marketing and promotion, as well as regulations governing manufacturing controls noted above.

The regulatory approval process is highly uncertain and Revance or any collaboration partner may not obtain regulatory approval for the commercialization of DaxibotulinumtoxinA for Injection, the RHA^® collection of dermal fillers or any future product candidates.

The research, testing, manufacturing, labeling, approval, selling, import, export, marketing and distribution of drug and biologic products are subject to extensive regulation by the FDA and other regulatory authorities in the

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U.S. and other countries, which regulations differ from country to country. Neither Revance nor any collaboration partner are permitted to market DaxibotulinumtoxinA for Injection or any future product candidates in the U.S. until Revance receive approval of a BLA from the FDA. Even though filed with the FDA, Revance’s BLA may receive a Complete Response Letter identifying deficiencies that must be addressed, rather than an approval. Obtaining regulatory approval of a BLA can be a lengthy, expensive and uncertain process. Similarly, Teoxane must do the same with its PMAs to the FDA for the RHA^® collection of dermal fillers

In addition, failure to comply with FDA and other applicable U.S. and foreign regulatory requirements may subject Revance to administrative or judicially imposed sanctions or other actions, including:

Prior to obtaining approval to commercialize a product candidate in the U.S. or abroad, Revance or its collaborators must demonstrate with substantial evidence from well controlled clinical trials, and to the satisfaction of the FDA or other foreign regulatory agencies, that such product candidates are safe and effective for their intended uses. Results from preclinical studies and clinical trials can be interpreted in different ways. Even if Revance believes the preclinical and clinical data for its product candidates are promising, such data may not be sufficient to support approval by the FDA and other regulatory authorities. Administering product candidates to humans may produce undesirable side effects, which could interrupt, delay or halt clinical trials and result in the FDA or other regulatory authorities denying approval of a product candidate for any or all targeted indications.

Regulatory approval of a BLA or BLA supplement is not guaranteed, and the approval process is expensive and may take several years. The FDA also has substantial discretion in the approval process. Despite the time and expense expended, failure can occur at any stage, and Revance could encounter problems that cause it to abandon or repeat clinical trials, or perform additional preclinical studies and clinical trials. The number of preclinical studies and clinical trials that will be required for FDA approval varies depending on the product candidate, the disease or the condition that the product candidate is designed to address and the regulations applicable to any particular product candidate. The FDA can delay, limit or deny approval of a product candidate for many reasons, including the following:

If DaxibotulinumtoxinA for Injection, the RHA^® collection of dermal fillers or any future product candidates fail to demonstrate safety and efficacy in clinical trials or do not gain approval, Revance’s business and results of operations will be materially and adversely harmed.

The COVID-19 pandemic has affected the business of the FDA and may affect the business of the European Medicines Agency (“EMA”) or other health authorities. In March 2020, the FDA announced the postponement of

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most foreign inspections due to the global impact of COVID-19. If a prolonged government shutdown or other disruption to the normal functioning of government agencies occurs, it could significantly impact the ability of the FDA to timely review and process Revance’s regulatory submissions, which could have a material adverse effect on Revance’s business or prospects. For instance, interruption or delays in the operations of the FDA or other applicable local or foreign regulatory agencies caused by the COVID-19 pandemic may cause delays in meetings related to planned or completed clinical trials and may affect the review and approval timelines for DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, biosimilar, RHA^® 1 or any future hyaluronic acid filler products developed pursuant to the Teoxane Agreement or any future product candidates, including the PDUFA target action date for DaxibotulinumtoxinA for Injection in the treatment of glabellar lines. In addition, the COVID-19 pandemic has generally diverted healthcare resources away from the conduct of clinical trials and may cause delays or difficulties in clinical site initiation and site inspection, including difficulties in recruiting clinical site investigators and clinical site staff. Further, delays in the operations of the FDA or other applicable local or foreign regulatory agencies may result in delays or difficulties in obtaining required inspections of the facilities where Revance or third parties with whom it contract manufactures any of its product candidates, or the raw materials used in the manufacture of its product candidates, which may affect the approval timeline for its product candidates, including DaxibotulinumtoxinA for Injection in the treatment of glabellar lines. For instance, before approving BLA, the FDA can inspect the facilities at which Revance plans to manufacture DaxibotulinumtoxinA for Injection and the FDA will not approve the BLA unless it determines that the manufacturing processes and facilities are in compliance with cGMP requirements and adequate to assure consistent production of the product within required specifications.

The RHA^® dermal fillers are Class III medical devices that require PMA approval before they may be commercialized in the U.S. Although Teoxane has received PMA for RHA^® 2, RHA^® 3 and RHA^® 4 collection of dermal fillers, Revance and Teoxane will be subject to ongoing and pervasive regulatory requirements governing, among other things, the manufacture, marketing, advertising, medical device reporting, sale, promotion, registration, and listing of these devices. For example, periodic reports must be submitted to the FDA as a condition of PMA approval. These reports include safety and effectiveness information about the device after its approval. Failure to submit such reports, or failure to submit the reports in a timely manner, could result in enforcement action by the FDA. Following its review of the periodic reports, the FDA might ask for additional information or initiate further investigation. Any failure to comply with the conditions of approval could result in the withdrawal of PMA approval and the inability to continue to market the device. The medical device regulations to which Revance is subject are complex and have become more stringent over time, and Revance has no history of operating as a distributor of Class III medical devices. Revance’s failure to comply with applicable regulatory requirements could result in enforcement action by the FDA, state or foreign regulatory authorities, including recalls, Dear Doctor letters and negative publicity which would negatively affect its business, financial condition and results of operations.

Even if Revance receives regulatory approval for DaxibotulinumtoxinA for Injection, the RHA^® collection of dermal fillers or any future product candidates, Revance will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense, may limit or delay regulatory approval and may subject it to penalties if it fails to comply with applicable regulatory requirements.

Once regulatory approval has been granted, DaxibotulinumtoxinA for Injection, the RHA^® collection of dermal fillers or any approved product will be subject to continual regulatory review by the FDA and/or non-U.S. regulatory authorities. Additionally, any product candidates, if approved, will be subject to extensive and ongoing regulatory requirements, including labeling and other restrictions and market withdrawal and Revance may be subject to penalties if it fails to comply with regulatory requirements or experience unanticipated problems with its products.

Any regulatory approvals that Revance or its collaborators receive for DaxibotulinumtoxinA for Injection, the RHA^® collection of dermal fillers or any future product candidates may also be subject to limitations on the approved indications for which the product may be marketed or to the conditions of approval, or contain

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requirements for potentially costly post-marketing testing, including Phase 4 clinical trials, and surveillance to monitor the safety and efficacy of the product candidate. In addition, if the applicable regulatory agency approves DaxibotulinumtoxinA for Injection, the RHA^® collection of dermal fillers or any future product candidates, the manufacturing processes, labeling, packaging, distribution, adverse event reporting, storage, advertising, promotion and recordkeeping for the product will be subject to extensive and ongoing regulatory requirements. These requirements include submissions of safety and other post-marketing information and reports, registration, as well as continued compliance with cGMP and GCPs for any clinical trials that Revance conducts post-approval. The RHA^® dermal fillers are currently subject to such extensive and ongoing regulatory requirements, reports, registration and continued compliance. Later discovery of previously unknown problems with DaxibotulinumtoxinA for Injection, the RHA^® collection of dermal fillers or any future product candidates, including adverse events of unanticipated severity or frequency, or with Revance’s third-party manufacturers or manufacturing processes, or failure to comply with regulatory requirements, may result in, among other things:

Revance’s ongoing regulatory requirements may also change from time to time, potentially harming or making costlier its commercialization efforts. Revance cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative action, either in the U.S. or other countries. If Revance is slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if it is not able to maintain regulatory compliance, Revance may lose any marketing approval that it may have obtained and it may not achieve or sustain profitability, which would adversely affect its business.

If Revance fails to obtain regulatory approvals in foreign jurisdictions for DaxibotulinumtoxinA for Injection, or any future product candidates including DaxibotulinumtoxinA Topical or biosimilar, it will be unable to market its products outside of the U.S.

In addition to regulations in the U.S., Revance will be subject to a variety of foreign regulations governing manufacturing, clinical trials, commercial sales and distribution of its future products. Whether or not Revance obtains FDA approval for a product candidate, it must obtain approval of the product by the comparable regulatory authorities of foreign countries before commencing clinical trials or marketing in those countries. The approval procedures vary among countries and can involve additional clinical testing, or the time required to obtain approval may differ from that required to obtain FDA approval. Clinical trials conducted in one country may not be accepted by regulatory authorities in other countries. Approval by the FDA does not ensure approval by regulatory authorities in other countries, and approval by one or more foreign regulatory authorities does not ensure approval by regulatory authorities in other foreign countries or by the FDA. The foreign regulatory approval process may include all of the risks associated with obtaining FDA approval. Revance may not be able to file for regulatory approvals or to do so on a timely basis, and even if it does file, Revance may not receive the necessary approvals to commercialize its products in geographies outside of the U.S.

Further, interruption or delays in the operations of applicable foreign regulatory agencies caused by the COVID-19 pandemic may affect the review and approval timelines of such agencies for DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, biosimilar, RHA^® 1 or any future hyaluronic acid filler products developed pursuant to the Teoxane Agreement or any future product candidates.

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The RHA^® collection of dermal fillers, and, if approved, DaxibotulinumtoxinA for Injection or any other products, may cause or contribute to adverse medical events that Revance is required to report to regulatory agencies and if Revance fails to do so, it could be subject to sanctions that would materially harm its business.

As Revance commercializes the RHA^® collection of dermal fillers, and if it is successful in commercializing DaxibotulinumtoxinA for Injection, or any other products including DaxibotulinumtoxinA Topical or biosimilar, the FDA and foreign regulatory agency regulations require that Revance reports certain information about adverse medical events if those products may have caused or contributed to those adverse events. The timing of Revance’s obligation to report would be triggered by the date it becomes aware of the adverse event as well as the nature of the event. Revance may fail to report adverse events it becomes aware of within the prescribed timeframe. Revance may also fail to appreciate that it has become aware of a reportable adverse event, especially if it is not reported to Revance as an adverse event or if it is an adverse event that is unexpected or removed in time from the use of its products. If Revance fails to comply with its reporting obligations, the FDA or a foreign regulatory agency could take action including criminal prosecution, the imposition of civil monetary penalties, seizure of Revance’s products, or delay in approval or clearance of future products.

Revance may in the future be subject to various U.S. federal and state laws pertaining to healthcare fraud and abuse, including anti-kickback, self-referral, false claims and fraud laws, and any violations by it of such laws could result in fines or other penalties.

While Revance does not expect that DaxibotulinumtoxinA for Injection, if approved for the treatment of glabellar lines, or the RHA^® collection of dermal fillers will subject it to all of the various U.S. federal and state laws intended to prevent healthcare fraud and abuse, Revance may be subject to, or in the future become subject to, such laws for treatment of other indications. The federal anti-kickback statute prohibits the offer, receipt, or payment of remuneration in exchange for or to induce the referral of patients or the use of products or services that would be paid for in whole or part by Medicare, Medicaid or other federal healthcare programs. Remuneration has been broadly defined to include anything of value, including cash, improper discounts, and free or reduced price items and services. Additionally, the intent standard under the federal Anti-Kickback Statute was amended by the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the “ACA”) to a stricter standard such that a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation. Further, the ACA codified case law that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act (“FCA”). Many states have similar laws that apply to their state healthcare programs as well as private payors.

The federal false claims and civil monetary penalties laws, including the FCA impose liability on persons who, among other things, present or cause to be presented false or fraudulent claims for payment by a federal healthcare program. The FCA has been used to prosecute persons submitting claims for payment that are inaccurate or fraudulent, for services not provided as claimed, or for services that are not medically necessary. The FCA includes a whistleblower provision that allows individuals to bring actions on behalf of the federal government and share a portion of the recovery of successful claims.

HIPAA imposes criminal and civil liability for, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, or knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement, in connection with the delivery of, or payment for, healthcare benefits, items or services. Similar to the U.S. federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation.

HIPAA also imposes, among other things, certain standards and obligations on covered entities including certain healthcare providers, health plans and healthcare clearinghouses, as well as their respective business associates

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that create, receive, maintain, or transmit individually identifiable health information for or on behalf of a covered entity relating to the privacy, security, transmission and breach reporting of individually identifiable health information.

The federal Physician Payments Sunshine Act, and its implementing regulations, require certain manufacturers of drugs, devices, biologics and medical supplies that are reimbursable under Medicare, Medicaid, or the Children’s Health Insurance Program to report annually to Centers for Medicare & Medicaid Services information related to certain payments and other transfers of value to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), teaching hospitals, as well as ownership and investment interests held by the physicians described above and their immediate family members. Beginning in 2022, covered manufacturers will also be required to report annually regarding payments and other transfers of value provided in the previous year to certain other healthcare professionals, including physician assistants, nurse practitioners, clinical nurse specialists, certified nurse anesthetists, and certified nurse-midwives and report ownership or investment interests held by such healthcare professionals and their immediate family members.

Revance may also be subject to analogous state laws and regulations, including: state anti-kickback and false claims laws, state laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the U.S. federal government, or otherwise restrict payments that may be made to healthcare providers and other potential referral sources, state laws and regulations that require drug manufacturers to file reports relating to pricing and marketing information, which requires tracking gifts and other remuneration and items of value provided to healthcare professionals and entities, and state and local laws that require the registration of Revance’s pharmaceutical sales representatives.

State and federal authorities have aggressively targeted pharmaceutical manufacturers for alleged violations of these anti-fraud statutes for a range of activities, such as those based on improper research or consulting contracts with physicians and other healthcare professionals, certain marketing arrangements that rely on volume-based pricing, off-label marketing schemes, and other improper promotional practices. Companies targeted in such prosecutions have paid substantial fines in the hundreds of millions of dollars or more, have been forced to implement extensive corrective action plans, and have often become subject to consent decrees severely restricting the manner in which they conduct business. Further, defending against any such actions can be costly, time-consuming and may require significant financial and personnel resources. If Revance becomes the target of such an investigation or prosecution based on its activities such as contractual relationships with providers or institutions, or its marketing and promotional practices, Revance could be subject to significant civil, criminal, and administrative sanctions, damages, disgorgement, monetary fines, possible exclusion from participation in Medicare, Medicaid, and other federal healthcare programs, imprisonment, additional reporting requirements, and/or oversight if Revance becomes subject to a corporate integrity agreement or similar agreement to resolve allegations of non-compliance with these laws, contractual damages, reputational harm, diminished profits and future earnings, and curtailment or restructuring of its operations, any of which could adversely affect Revance’s ability to operate its business and its results of operations. Even if Revance is successful in defending against any such actions that may be brought against it, Revance’s business may be impaired.

Also, the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. Revance cannot assure you that its internal control policies and procedures will protect it from reckless or negligent acts committed by its employees, future distributors, partners, collaborators or agents. Violations of these laws, or allegations of such violations, could result in fines, penalties or prosecution and have a negative impact on Revance’s business, results of operations and reputation.

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Legislative or regulatory healthcare reforms in the U.S. may make it more difficult and costly for Revance to obtain regulatory clearance or approval of DaxibotulinumtoxinA for Injection, topical, or any future product candidates and to produce, market, and distribute the RHA^® collection of dermal fillers and, if clearance or approval is obtained, DaxibotulinumtoxinA for Injection and Revance’s other products.

From time to time, legislation is drafted and introduced in Congress that could significantly change the statutory provisions governing the regulatory clearance or approval, manufacture, and marketing of regulated products or the reimbursement thereof. In addition, FDA regulations and guidance are often revised or reinterpreted by the FDA in ways that may significantly affect Revance’s business and its products. For example, the ACA was passed in March 2010, and substantially changed the way healthcare is financed by both governmental and private insurers, and continues to significantly impact the U.S. biotechnology industry. There remain judicial and Congressional challenges to certain aspects of the ACA, as well as efforts by the Trump administration to repeal or replace certain aspects of the ACA. Since January 2017, President Trump has signed two Executive Orders and other directives designed to delay the implementation of certain provisions of the ACA. Concurrently, Congress has considered legislation that would repeal or repeal and replace all or part of the ACA. While Congress has not passed comprehensive repeal legislation, it has enacted laws that modify certain provisions of the ACA such as removing penalties, starting January 1, 2019, for not complying with the ACA’s individual mandate to carry health insurance. On December 14, 2018, a Texas U.S. District Court Judge ruled that the ACA is unconstitutional in its entirety because the “individual mandate” was repealed by Congress as part of the Tax Cuts and Jobs Act of 2017. Additionally, on December 18, 2019, the U.S. Court of Appeals for the 5th Circuit upheld the District Court ruling that the individual mandate was unconstitutional and remanded the case back to the District Court to determine whether the remaining provisions of the ACA are invalid as well. It is unclear how this decision, future decisions, subsequent appeals, and other efforts to repeal and replace the ACA will impact the ACA and Revance’s business.

In addition, there have been several recent U.S. congressional inquiries and proposed and enacted state and federal legislation designed to, among other things, bring more transparency to drug pricing, review the relationship between pricing and manufacturer patient programs, reduce the costs of drugs under Medicare and reform government program reimbursement methodologies for drug products. At the federal level, the Trump administration’s budget proposal for fiscal year 2020 contained further drug price control measures that could be enacted during the budget process or in other future legislation, including, for example, measures to permit Medicare Part D plans to negotiate the price of certain drugs under Medicare Part B, to allow some states to negotiate drug prices under Medicaid, and to eliminate cost sharing for generic drugs for low-income patients. Further, the Trump administration released a “Blueprint” to lower drug prices and reduce out of pocket costs of drugs that contains additional proposals to increase drug manufacturer competition, increase the negotiating power of certain federal healthcare programs, incentivize manufacturers to lower the list price of their products, and reduce the out of pocket costs of drug products paid by consumers. The Department of Health and Human Services has solicited feedback on some of these measures and, at the same, has implemented others under its existing authority. While some of these and other measures may require additional authorization to become effective, Congress and the Trump administration have each indicated that it will continue to seek new legislative and/or administrative measures to control drug costs. At the state level, legislatures have increasingly passed legislation and implemented regulations designed to control pharmaceutical and biological product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. Any new regulations or revisions or reinterpretations of existing regulations may impose additional costs or lengthen review times of, or affect the price that Revance may charge for, DaxibotulinumtoxinA for Injection, or any future product candidates including DaxibotulinumtoxinA Topical or biosimilar. Any new regulations or revisions or reinterpretations of existing regulations may impose additional costs on Revance’s

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commercialization efforts for the RHA^® collection of dermal fillers Revance cannot determine what effect changes in regulations, statutes, legal interpretation or policies, when and if promulgated, enacted or adopted may have on its business in the future. Such changes could require, among other things:

Each of these would likely entail substantial time and cost and could materially harm Revance’s business and its financial results. In addition, delays in receipt of or failure to receive regulatory clearances or approvals for any future products would harm Revance’s business, financial condition, and results of operations.

Changes in funding for the FDA, the SEC and other government agencies could hinder their ability to hire and retain key leadership and other personnel, prevent new products and services from being developed or commercialized in a timely manner or otherwise prevent those agencies from performing normal functions on which the operation of Revance’s business may rely, which could negatively impact its business.

The ability of the FDA to review and approve new products can be affected by a variety of factors, including government budget and funding levels, ability to hire and retain key personnel and accept payment of user fees, and statutory, regulatory, and policy changes. Average review times at the agency have fluctuated in recent years as a result. In addition, government funding of the SEC and other government agencies on which Revance’s operations may rely, including those that fund research and development activities is subject to the political process, which is inherently fluid and unpredictable.

Risks Related to the Ownership of Revance Common Stock

The trading price of Revance common stock is volatile, and purchasers of Revance common stock could incur substantial losses.

The trading price of Revance common stock is highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond its control. The stock markets in general and the markets for pharmaceutical biopharmaceutical and biotechnology stocks in particular have experienced extreme volatility that may have been for reasons that are related or unrelated to the operating performance of the issuer. The market price for Revance common stock may be influenced by many factors, including:

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These broad market fluctuations may adversely affect the trading price or liquidity of Revance common stock. In addition, in the past, stockholders have initiated class actions against pharmaceutical companies, including Revance, following periods of volatility in their stock prices. Such litigation instituted against Revance could cause it to incur substantial costs and divert management’s attention and resources.

If securities or industry analysts do not publish research or publish unfavorable research about Revance’s business, its stock price and trading volume could decline.

The trading market for Revance common stock depends, in part, on the research and reports that securities or industry analysts publish about Revance or its business. Securities and industry analysts may cease to publish research on Revance at any time in their discretion. A lack of research coverage may adversely affect the liquidity and market price of Revance common stock. Revance will not have any control of the equity research analysts or the content and opinions included in their reports. The price of Revance’s stock could decline if one or more equity research analysts downgrade Revance’s stock or issue other unfavorable commentary or research. If one or more equity research analysts ceases coverage of Revance, or fails to publish reports on it regularly, demand for Revance’s stock could decrease, which in turn could cause its stock price or trading volume to decline.

Sales of substantial amounts of Revance common stock in the public markets, or the perception that such sales might occur, could cause the market price of Revance common stock to drop significantly, even if its business is doing well.

Sales of a substantial number of shares of Revance common stock in the public market could occur at any time. In March 2018, Revance entered into the 2018 At-the-Market Agreement (“2018 ATM Agreement”). Under the 2018 ATM Agreement, Revance may offer and sell Revance common stock having aggregate proceeds of up to $125 million from time to time through Cantor Fitzgerald as its sales agent. 687,189 shares of Revance common stock have been sold under the 2018 ATM Agreement as of March 31, 2020. In January 2019, Revance completed the 2019 follow-on public offering, pursuant to which it issued 6,764,705 shares of Revance common stock at a public offering price of $17.00 per share, including the exercise of the underwriters’ over-allotment option to purchase 882,352 additional shares of Revance common stock, for aggregate net proceeds of

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$107.6 million, after deducting underwriting discounts, commissions and other offering expenses. During December 2019 and January 2020, Revance completed a follow-on public offering of an aggregate of 7,475,000 shares of Revance common stock at a public offering price of $17.00 per share, including the exercise of the underwriters’ over-allotment option to purchase 975,000 additional shares of Revance common stock, for aggregate net proceeds of $119.2 million, after deducting underwriting discounts, commissions and other offering expenses.

If Revance stockholders sell, or the market perceives that its stockholders intend to sell, substantial amounts of Revance common stock in the public market, the market price of Revance common stock could decline significantly. Any sales of securities by stockholders could have a material adverse effect on the trading price of Revance common stock.

Provisions in Revance’s corporate charter documents and under Delaware law could discourage takeover attempts and lead to management entrenchment, and the market price of Revance common stock may be lower as a result.

Certain provisions in the Revance certificate of incorporation and the Revance bylaws may make it difficult for a third party to acquire, or attempt to acquire, control of Revance, even if a change in control was considered favorable by you and other stockholders. For example, the Revance board has the authority to issue up to 5,000,000 shares of Revance preferred stock. The Revance board can fix the price, rights, preferences, privileges, and restrictions of the Revance preferred stock without any further vote or action by Revance stockholders. The issuance of shares of Revance preferred stock may delay or prevent a change in control transaction. As a result, the market price of Revance common stock and the voting and other rights of Revance stockholders may be adversely affected. An issuance of shares of Revance preferred stock may result in the loss of voting control to other stockholders.

Revance’s charter documents also contain other provisions that could have an anti-takeover effect, including:

In addition, Revance is subject to the anti-takeover provisions of Section 203 of the DGCL, which regulates corporate acquisitions. These provisions could discourage potential acquisition proposals and could delay or prevent a change in control transaction. They could also have the effect of discouraging others from making tender offers for Revance common stock, including transactions that may be in your best interests. These provisions may also prevent changes in Revance’s management or limit the price that certain investors are willing to pay for its stock.

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The Revance certificate of incorporation also provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between Revance and its stockholders.

Claims for indemnification by Revance directors and officers may reduce Revance’s available funds to satisfy successful third-party claims against it and may reduce the amount of money available to it.

The Revance certificate of incorporation and the Revance bylaws provide that Revance will indemnify its directors and officers, in each case to the fullest extent permitted by Delaware law.

In addition, as permitted by Section 145 of the DGCL, the Revance bylaws and its indemnification agreements that Revance has entered into with its directors and officers provide that:

Because Revance does not anticipate paying any cash dividends on Revance common stock in the foreseeable future, capital appreciation, if any, will be the sole source of gains for Revance stockholders.

Revance has not declared or paid cash dividends on Revance common stock to date. Revance currently intends to retain its future earnings, if any, to fund the development and growth of its business. In addition, the terms of any existing or future debt agreements may preclude Revance from paying dividends. As a result, capital appreciation, if any, of Revance common stock will be its sole source of gain for the foreseeable future.

Conversion of the 2027 Notes may dilute the ownership interest of Revance stockholders or may otherwise depress the price of Revance common stock.

The conversion of some or all of the 2027 Notes may dilute the ownership interests of Revance stockholders. Upon conversion of the 2027 Notes, Revance has the option to pay or deliver, as the case may be, cash, shares of Revance common stock, or a combination of cash and shares of Revance common stock. If Revance elects to settle its conversion obligation in shares of Revance common stock or a combination of cash and shares of Revance common stock, any sales in the public market of Revance common stock issuable upon such conversion could adversely affect prevailing market prices of Revance common stock. In addition, the existence of the 2027 Notes may encourage short selling by market participants because the conversion of the 2027 Notes could be used to satisfy short positions, or anticipated conversion of the 2027 Notes into shares of Revance common stock could depress the price of Revance common stock.

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Risks Related to HintMD

HintMD’s payments payments platform has been installed in fewer than 171 pilot accounts. If HintMD is not able to roll out its payments payments platform on a national basis, increase adoption and use of its payments payments platform and maintain and enhance its brand, then HintMD’s business, operating results and financial condition may be adversely affected.

In order to increase revenue, HintMD needs to expand its customer base significantly and HintMD’s physician customers and their patients must continue to utilize HintMD’s payments platform. In the event that HintMD’s payments platform is not widely adopted then its expectations for revenue growth will not be achieved. HintMD launched its first point-of-sale system that allowed aesthetic practices to streamline checkout in 2019 and released its integrated payments platform in February 2020 and plans to make a full public commercial release of its latest Payments, Subscriptions and Practice Custom Loyalty program to its existing customers in the second half of 2020. There is no assurance that HintMD will be successful in increasing its customer base and increasing the use of its payments platform.

HintMD also believes that maintaining and enhancing its reputation as a differentiated payments processing software company serving the medical aesthetic industry is critical to HintMD’s relationship with its existing customers and to its ability to attract new customers. The successful promotion of HintMD’s brand attributes will depend on a number of factors, including HintMD’s ability to target and have its payments platform adopted by premier accounts, to build loyalty programs with its physician customers, to continue to develop high-quality software, to successfully differentiate HintMD’s payments platform from competitive products and services, and to achieve success in its sales and marketing efforts. Allergan’s decision to terminate its alliance with HintMD through which Allergan’s Brilliant Distinctions^® program was exclusively integrated with the HintMD platform may adversely impact the adoption of the HintMD platform by new physician customers. However, HintMD believes that its open platform and ability to work with physicians to develop their own subscription or loyalty programs that are not focused on specific manufacturers will enable it to attract new customers.

The promotion of HintMD’s brand requires it to make substantial expenditures, and HintMD anticipates that the expenditures will increase as its market becomes more competitive and as it seeks to expand its payments platform. To the extent that these activities generate increased revenue, this revenue may not offset the increased expenses HintMD incurs. If HintMD does not successfully maintain and enhance its brand, HintMD’s business may not grow, it may have reduced pricing power relative to future competitors, and it could lose customers or fail to attract potential new customers, all of which would adversely affect HintMD’s business, results of operations and financial condition.

The COVID-19 pandemic has, and may for the foreseeable future, materially and adversely affected HintMD’s business and its financial results.

The outbreak of COVID-19 has resulted in a period of business disruption. HintMD has experienced a reduction in revenue as patients have canceled or deferred aesthetic and elective procedures generally or otherwise avoided visiting their physicians or medical facilities resulting in reduced patient volumes. HintMD’s customers consist of plastic surgeons and dermatologists, which it refers to as its “physician customers”. HintMD’s physician customers and their patients are the users of its payments platform. Many of HintMD’s physician customers have temporarily closed their offices and are not performing any procedures or are focusing on only essential procedures while deferring or cancelling non-essential procedures, which has a direct impact on HintMD’s ability to generate meaningful revenue from its payments platform. The spread of COVID-19 has also impacted HintMD’s sales professionals’ ability to travel and medical facilities and physician offices have limited access for non-patients, including HintMD’s sales professionals, which has negatively impacted HintMD’s access to its physician customers.

Stay-at-home orders and other government mandates related to the COVID-19 pandemic continue to impact the ability of HintMD’s workforce to perform the same duties as compared to before the outbreak. In order to

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conserve cash, HintMD has delayed its hiring plans and delayed certain projects. Even though HintMD’s workforce had the ability to work outside of the office for several days a week, all of its employees are currently working out of the office as a result of the COVID-19 pandemic. In addition, HintMD’s sales professionals continue to receive their base salaries but are unable to generate meaningful commissions due the impact of COVID-19 on HintMD’s sales. The nature of the remote work environment resulting from the COVID-19 pandemic may lead to a decrease in the quality of work done by HintMD’s employees or the voluntary departure of employees who feel less connected to the company. As a result of the actions HintMD has taken to preserve cash, its workforce may become strained, morale may decline and the quality of work may suffer, all of which could negatively affect HintMD’s business operations and adversely impact its revenue as a result.

The effects of the COVID-19 pandemic continue to be uncertain, making it difficult to forecast the final impact it will have on HintMD’s future operations. This impact could have a material, adverse impact on HintMD’s liquidity, capital resources, operations and business. The extent to which the COVID-19 pandemic impacts HintMD’s results will depend on future developments, including new information which may emerge concerning the severity of the COVID-19 pandemic and the actions to contain COVID-19 transmission or treat its impact. HintMD does not yet know the full extent of potential delays or impacts on its business, financial condition and results of operations. Additionally, while the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, the impact of COVID-19 on the financial markets may reduce HintMD’s ability to access capital, which could negatively impact its short-term and long-term liquidity and its ability to operate.

Unfavorable economic conditions could adversely affect HintMD’s business, financial condition or results of operations.

HintMD’s results of operations have been and could be further adversely affected by general conditions in the economy and in the financial markets. The financial crisis resulting from the COVID-19 pandemic has caused extreme volatility and disruptions in the capital and credit markets. A severe or prolonged economic downturn, could result in a variety of risks to HintMD’s business, including general economic pressure on users of its payments platform. Elective aesthetic procedures are less of a priority than other items for those patients that have lost their jobs, are furloughed, have reduced work hours or have to allocate their cash to other priorities. Individuals are conserving cash and using their cash for mortgage or rent payments, and to pay for food, clothing, utilities and other essential items. Given overall unease about the economic situation, individuals are deprioritizing elective aesthetic procedures. A weak or declining economy could also cause HintMD’s physician customers to be unable to make payments. Any of the foregoing will harm HintMD’s business and it cannot anticipate all of the ways in which the economic climate and financial market conditions could adversely affect its business.

Unfavorable conditions in HintMD’s industry or reductions in information technology spending could limit HintMD’s ability to grow its business and adversely affect its operating results.

HintMD’s operating results may vary based on the impact of changes in its industry or the global economy on HintMD or its physician customers and users of its payments platform. The revenue growth and potential profitability of HintMD’s business depend on demand for software facilitating payments and loyalty programs, especially those serving the medical aesthetic industry. Historically, during economic downturns, there have been reductions in spending on information technology as well as pressure for extended billing terms and other financial concessions. The adverse impact of economic downturns may be particularly acute among small and medium-sized physician practices, which comprise the vast majority of HintMD’s customer base. If economic conditions deteriorate, HintMD’s current and prospective customers may elect to decrease their information technology budgets or cancel subscriptions to HintMD’s payments platform, which would limit HintMD’s ability to grow its business and adversely affect its operating results.

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HintMD has a history of losses, and it may not achieve or maintain profitability in the future.

HintMD has incurred a net loss in each year since its inception, including a net loss of $16.1 million in the year ended December 31, 2019. As of March 31, 2020, HintMD had an accumulated deficit of $32.3 million. HintMD has expended and has the need to continue to expend financial and other resources on, among other things:

If HintMD needs to expend more resources on growing its business than currently anticipated or if it encounters unforeseen operating expenses, difficulties, complications and other unknown factors, HintMD may not be able to achieve or sustain profitability and its operating results and business would be harmed.

If HintMD remains a standalone company, HintMD will require additional financing and may not be able to secure additional financing on favorable terms, or at all, to meet its future capital needs.

HintMD has funded its operations since inception primarily through equity and debt financings and subscription fees paid by HintMD’s physician customers for use of its payments platform. In May 2020, HintMD entered into the PPP Note and believes that a majority of the PPP Note will ultimately be forgiven if the proceeds from the PPP Note are spent as planned. However, as of May 31, 2020, HintMD’s cash balance was $5.9 million, which would only be sufficient to fund operations through the middle of the third quarter of 2020. In order for HintMD to continue operations and realize growth in the use of its payments platform, HintMD would need to raise additional capital, which would be used for technology enhancements and to build out its sales and marketing organization. HintMD may not be able to secure additional debt or equity financing on favorable terms, or at all. Any debt financing obtained by HintMD could involve restrictive covenants relating to financial and operational matters, which may make it more difficult for HintMD to obtain additional capital and to pursue business opportunities, including potential acquisitions. If HintMD raises additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, its existing stockholders could suffer significant dilution in their percentage ownership of the company, and any new equity securities HintMD issues could have rights, preferences and privileges senior to those of holders of its existing capital stock. If HintMD was unable to obtain adequate financing or financing on terms satisfactory to it, when HintMD requires it, HintMD’s ability to continue to grow or support its payments platform and to respond to business challenges would be significantly limited.

If HintMD fails to increase market acceptance of its payments platform, enhance and adapt its payments platform to changing market dynamics and user preferences, or keep pace with technological developments, HintMD’s business, results of operations, financial condition and growth prospects would be adversely affected.

HintMD derives, and expects to continue to derive, substantially all of its revenue and cash inflows from its vertically integrated payments platform for the medical aesthetic industry. As such, market acceptance of this platform is critical to HintMD’s success. HintMD’s ability to attract new physician customers and increase revenue from existing accounts depends in part on its ability to enhance and improve its existing payments platform and to introduce new and innovative features, products and services, including features, products and services designed for an interactive user environment. Future demand for HintMD’s payments platform will be affected by a number of factors, many of which are beyond HintMD’s control, such as the entry of competitors to the market, the timing of development and release of new products, features and functionality by its competitors, technological change, changes in user preferences and growth or contraction in HintMD’s addressable market.

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To grow its business, HintMD must develop features, products and services that reflect the changing nature of payments processing software and expand beyond its current functionality to other areas of managing relationships with users of its payments platform. The success of any enhancements to HintMD’s payments platform depends on several factors, including timely completion, adequate quality testing and sufficient user demand for such enhancements. The payments platform and any enhancements need to maintain an acceptable user interface for HintMD’s physician customers and their patients. Any new feature, product or service that HintMD develops may not be introduced in a timely or cost-effective manner, may contain defects and/or may not achieve the market acceptance necessary to generate sufficient revenue. If HintMD is unable to successfully develop new and innovative features, products or services that meet the needs, demands and expectations of users of HintMD’s payments platform and are easy to use and deploy, or is otherwise unable to enhance HintMD’s existing payments platform to meet user requirements, its ability to achieve widespread market acceptance of its payments platform will be undermined, and HintMD’s business, results of operations, financial condition and growth prospects will be adversely affected.

HintMD needs to continually modify and enhance its payments platform to keep pace with changes in updated hardware, software, communications and database technologies and standards. If HintMD is unable to respond in a timely and cost-effective manner to rapid technological developments and changes in standards, HintMD’s payments platform may become less marketable, less competitive, or obsolete, and its operating results will be harmed. If new technologies emerge that are able to deliver competitive products and applications at lower prices, more efficiently, more conveniently or more securely, such technologies could adversely impact HintMD’s ability to compete. HintMD’s payments platform must also integrate with a variety of network, hardware, mobile and software platforms and technologies, and HintMD needs to continuously modify and enhance its products and services to adapt to changes and innovation in these technologies. Any failure of HintMD’s payments platform to operate effectively with future infrastructure platforms and technologies could reduce the demand for its payments platform. If HintMD is unable to respond to these changes in a cost-effective manner, its payments platform may become less marketable, less competitive or obsolete, and its operating results may be adversely affected.

A significant part of the value of the HintMD payments platform is in creating loyalty programs between physicians and their patients and if HintMD is unable to create a strong connection between the two, adoption of Hint’s platform will be limited and physicians will not want to pay for subscriptions to the platform.

The value in the HintMD technology is in creating loyalty between physicians and their patients through repeated aesthetic treatments. HintMD aspires to enable physicians to provide more treatments for their patients and increase the number of aesthetics procedures performed generally through the use of its platform. Through rewards programs, patients could take advantage of discounts and incentives to have additional aesthetic treatments performed at lower prices. Other similarly situated patients may have procedures that are suitable for them and may generate additional treatment ideas that could be automatically recommended by the platform. Regularly scheduled visits and reminders should result in more frequent treatments. Aesthetic treatment packages, which combine different types of treatments or facilitate payment upfront for multiple treatments, may help to build greater loyalty between physicians and their customers. If physicians and their customers do not find Hint’s payments platform useful for building loyalty then physicians will not subscribe to it, and the ability for HintMD to generate meaningful revenue will be adversely affected as a result.

The market for payments processing software is competitive, and if HintMD does not compete effectively, its operating results could be harmed.

HintMD has a first mover advantage with respect to payments processing software in the medical aesthetics industry but there are relatively low barriers to entry. HintMD may face competition in the future from in-house developed software systems, other software companies, and traditional paper-based payment methods. HintMD’s future competitors may vary in size and in the breadth and scope of the products and services they offer and they could dedicate substantial resources to develop competing payments platforms. In addition, there are a number of

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companies that are not currently focused on the aesthetics industry but that could in the future shift their focus and offer competing products and services. Some of these companies, such as Square, Inc., have greater financial and other resources than HintMD does and could bundle competing products and services with their other offerings or offer such products and services at lower prices. Industry partners, such as manufacturers of aesthetic products, may have internal development efforts to compete with HintMD or could engage third-parties or dedicate additional resources to develop a competing payments platform. For example, HintMD has historically had an exclusive relationship with Allergan integrating Allergan’s loyalty program with Hint’s payments platform. On May 12, 2020, HintMD received a notice of termination of the alliance agreement it entered into with Allergan in 2018 and the parties plan to terminate such partnership as of July 11, 2020. Allergan may develop its own loyalty program software for aesethic practices or partner with a payments platform other than HintMD following the termination of their partnership. Allergan and other potential competitors have greater name recognition, established marketing relationships, access to larger customer bases and pre-existing relationships with customers, consultants and system integrators. Certain of HintMD’s potential competitors have acquired or been acquired by, and may in the future partner with or acquire, or be acquired by, other competitors to offer services, leveraging their collective competitive positions, which makes, or would make, it more difficult to compete with them. Moreover, HintMD may also face competition from other patient-facing solutions, such as aesthetic booking services for patients, or other patient apps or websites, particularly as HintMD grows its customer brand and awareness.

HintMD’s potential competitors may be able to respond more quickly and effectively than it can to new or changing opportunities, technologies, standards or user requirements. With the introduction of new technologies and potential new market entrants, as well as the evolution of HintMD’s payments platform, HintMD expects additional competition to arise in the future. Pricing pressures and increased competition generally could result in reduced sales, reduced margins, increased churn, reduced customer retention, further losses or the failure of HintMD’s payments platform to achieve or maintain more widespread market acceptance, any of which could harm its business. For all of these reasons, HintMD may fail to compete successfully against future competitors, and if such failure occurs, its business will be harmed.

HintMD’s business depends substantially on its ability to generate subscription fees from a large number of physician practices on a consistent basis and in a cost-effective manner and HintMD’s customers continuing to use and expanding their patients use of its payments platform. If HintMD’s physician customers discontinue use of its payments platform, or their patients do not expand their use of its payments platform, it could harm HintMD’s future operating results.

The vast majority of HintMD’s subscription revenue is derived from subscriptions to its payments platform that have monthly payment terms. For HintMD to maintain or improve its operating results, it is important that HintMD’s physician customers continue to use and expand the use of its payments platform by their patients, which will result in additional subscription revenue for HintMD. Use of HintMD’s payments platform may decline or fluctuate as a result of a number of factors, including user satisfaction with the platform or the user interface, accessibility of HintMD’s payments platform, its customer support, its prices, the prices of competing software systems, system uptime, network performance, data breaches, patient volume and the strength of its physician customers’ practices. Additionally, factors affecting the volume of aesthetic procedures generally, such as the COVID-19 outbreak, have a direct impact on the use of the HintMD’s payments platform. If HintMD’s physician customers do not continue to use and expand the use of its payments platform by their patients, HintMD’s revenue may decline and it may not realize improved operating results from its customer base.

In addition, even if HintMD’s addressable market grows as expected, its business depends on its sales team’s ability to sell subscriptions to a large number of new small and medium-sized physician practices on a consistent basis, with each sale constituting only a small portion of HintMD’s overall revenue. The sales team relies on its ability to interface with current and prospective physician customers, which has been, and HintMD’s expects will continue to be, impacted by the COVID-19 outbreak. Additionally, in order to achieve this type of user growth and expansion in a cost-effective manner, it is crucial that HintMD’s payments platform is easy to use and

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implement and remains accessible to HintMD’s customers and their patients through its sales channels without the need for excessive post-sale user support. If HintMD is unable to sell a large volume of new subscriptions on a consistent basis, if it is forced to incur excessive costs to provide post-sale user support, or if it is unable to maintain, upgrade, or expand offerings to its existing customers or their patients, HintMD’s business, results of operations, financial condition and growth prospects will be adversely affected.

HintMD’s payments platform currently accounts for a substantial amount of its business, and any failure to grow and develop its payment processing activities, or to anticipate changes in user behavior, could materially and adversely affect HintMD’s business and financial results.

HintMD’s payments platform, which is installed in pilot accounts, currently generates all of its revenue. HintMD’s future success depends on the continued growth and development of its payments platform and a national rollout into a broader number of accounts. If such activities are limited, restricted, curtailed or degraded in any way, or if HintMD fails to continue to grow and develop such activities, its business may be materially and adversely affected.

The continued growth and development of HintMD’s payments platform will depend on its ability to anticipate and adapt to changes in user behavior. For example, user behavior or preferences may change regarding the use of payment types, including the relative increased use of cash, ACH, crypto-currencies, card-based transactions, and other emerging or alternative payment methods and payment systems that HintMD or its processing partners do not adequately support. Any failure to timely integrate emerging payment methods (e.g., Alipay, Bitcoin or other crypto-currencies) into HintMD’s software, anticipate user behavior changes, or contract with processing partners that support such emerging payment technologies could cause HintMD to lose traction among its customers, resulting in a corresponding loss of revenue, in the event such methods become popular among their patients.

If pricing for HintMD’s software subscriptions is not acceptable to its customers, such customers may discontinue use of the payments platform and HintMD’s operating results will be harmed.

HintMD charges subscription and transaction fees for services offered on its payments platform. HintMD cannot guarantee that new or existing customers will adopt, continue to use or expand their use of its payments platform at its current prices. Additionally, in the future HintMD may increase pricing or otherwise further refine its pricing model. Such changes may cause physician customers to discontinue use of HintMD’s payments platform, which would cause a decline in the number of patients using the payments platform, and could adversely affect HintMD’s revenue, gross margin, profitability, financial position and cash flow.

If HintMD or its vendors’ networks or computer systems are breached or if the security of the personal information that HintMD (or its vendors) collect, store or process is compromised or otherwise experiences unauthorized access, or if HintMD fails to comply with its commitments and assurances regarding the privacy and security of personal information, HintMD’s payments platform may be perceived as insecure, HintMD may lose existing users or fail to attract new users, and HintMD may incur significant liabilities.

Use of HintMD’s payments platform involves the storage, transmission and processing of its customers’ proprietary data, including personal or identifying information regarding their patients such as name, address and the types of treatments they are receiving. As a result, unauthorized access to, security breaches of, malicious code (such as viruses and worms), employee theft or misuse, or denial-of-service or other cyber attacks against HintMD’s payments platform could result in the unauthorized access to or use of, disclosure of, and/or loss of, such data, as well as loss of intellectual property or trade secrets.

If any unauthorized access to HintMD’s systems or data or security breach occurs or is believed to have occurred, HintMD’s reputation and brand could be damaged, HintMD could be required to expend significant capital and other resources to alleviate problems caused by such actual or perceived breaches or attacks and remediate its systems, and HintMD could be exposed to a risk of loss, litigation or regulatory action and possible liability, and

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HintMD’s ability to operate its business may be impaired. HintMD may in the future experience denial-of-service or other cyber attacks against its payments platform. If potential new users or existing users believe that HintMD’s payments platform does not provide adequate security for the storage of personally identifiable or sensitive information or its transmission over the Internet, they may not adopt HintMD’s payments platform or may choose not to renew their subscriptions to its payments platform, which could harm HintMD’s business. Additionally, actual, potential or anticipated attacks may cause HintMD to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees, and engage third-party experts and consultants. HintMD currently does not maintain cyber liability insurance, and it cannot be certain that such insurance will be available to HintMD on commercially reasonable terms, or at all.

HintMD has contractual and legal obligations to notify relevant stakeholders of security breaches. HintMD operates in an industry that is prone to cyber attacks. Failure to prevent or mitigate cyber attacks could result in the unauthorized access to our data or the data of our customers. Most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities and others of security breaches involving certain types of data. In addition, our agreements with certain customers and partners may require us to notify them in the event of a security breach. Such mandatory disclosures are costly, could lead to negative publicity, may cause our customers to lose confidence in the effectiveness of our security measures and require us to expend significant capital and other resources to respond to and/or alleviate problems caused by the actual or perceived security breach. A security breach may cause HintMD to breach its customer contracts. HintMD’s agreements with certain customers may require HintMD to use industry-standard or reasonable measures to safeguard sensitive personal information or confidential information. A security breach could lead to claims by HintMD’s customers, their end-users, or other relevant stakeholders that HintMD has failed to comply with such legal or contractual obligations. As a result, HintMD could be subject to legal action or HintMD’s customers could end their relationships with HintMD. There can be no assurance that the limitations of liability in HintMD’s contracts would be enforceable or adequate or would otherwise protect HintMD from liabilities or damages.

Because data security is a critical competitive factor in its industry, HintMD makes statements in its privacy policies and terms of service, its certifications to privacy standards, and its marketing materials, describing the security of HintMD’s payments platform, including descriptions of certain security measures it employs. Should any of these statements be untrue, become untrue, or be perceived to be untrue, even if through circumstances beyond HintMD’s reasonable control, it may face claims, including claims of unfair or deceptive trade practices, brought by the U.S. Federal Trade Commission, state, local regulators or private litigants. Because the techniques used to obtain unauthorized access or to sabotage systems change frequently and often are not identified until they are launched against a target, HintMD may be unable to anticipate these techniques or to implement adequate preventative measures. HintMD may also experience security breaches that may remain undetected for extended periods of time. The recovery systems, security protocols, network protection mechanisms and other security measures that HintMD has integrated into its payments platform, systems, networks, and physical facilities, which are designed to protect against, detect and minimize security breaches, may not be adequate to prevent or detect service interruption, system failure, data access or data loss. Third parties may also exploit vulnerabilities in, or obtain unauthorized access to, platforms, systems, networks and/or physical facilities used by our vendors.

Litigation resulting from security breaches may adversely affect HintMD’s business. Unauthorized access to HintMD’s payments platform, systems, networks, or physical facilities could result in litigation with HintMD’s customers, HintMD’s customers’ end-users, or other relevant stakeholders. These proceedings could force HintMD to spend money in defense or settlement, divert management’s time and attention, increase HintMD’s costs of doing business, or adversely affect HintMD’s reputation. HintMD could be required to fundamentally change its business activities and practices or modify its products and/or platform capabilities in response to such litigation, which could have an adverse effect on HintMD’s business. If a security breach were to occur, and the confidentiality, integrity or availability of HintMD’s data or the data of HintMD’s customers or its customers’ end-users was disrupted, HintMD could incur significant liability, or HintMD’s payments platform, systems or

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networks may be perceived as less desirable, which could negatively affect our business and damage our reputation. Any of the foregoing circumstances may have a material adverse effect on HintMD’s business and its results of operations as a result.

HintMD is subject to stringent and changing privacy laws, regulations, standards and contractual obligations related to data privacy and security. Because HintMD’s payments platform can be used to collect and store personal information, domestic privacy and data security concerns could result in additional costs and liabilities to HintMD or inhibit sales of its payments platform.

HintMD’s physician customers use its payments platform to use, collect and store personal or identifying information regarding their patients. Federal, state and local governments and agencies have adopted laws and regulations concerning the collection and use of personally identifiable information obtained from their residents or by businesses operating within their jurisdiction. Such laws may be inconsistent and compliance in the event of a widespread data breach would be costly. The costs of compliance with and other burdens imposed by privacy-related laws, regulations and standards may limit the use or adoption of HintMD’s payments platform lead to significant fines, penalties or liabilities for noncompliance, or slow the pace at which HintMD closes sales transactions, any of which could harm its business. Moreover, if HintMD’s employees fail to adhere to adequate data protection practices around the usage of such data, it may damage HintMD’s reputation and brand. Finally, any failure by our vendors to comply with applicable laws or regulations could result in proceedings against us by governmental entities or others.

HintMD also expects that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection and information security, and HintMD may not be able to predict the impact such future laws, regulations and standards may have on its business. If HintMD’s privacy and data policies and practices, are, or are perceived to be, insufficient, user demand for its payments platform could decline, and its business could be negatively impacted.

The U.S. Federal Trade Commission and numerous state attorneys general are also applying federal and state consumer protection laws to enforce regulations related to the online collection, use and dissemination of personally identifiable information and other data. Some of these requirements include obligations on companies to notify individuals of security breaches involving particular personal information, which could result from breaches experienced by HintMD or its service providers. For example, HintMD’s payments platform must conform, in certain circumstances, to requirements set forth in the Health Insurance Portability and Accountability Act of 1996, or HIPAA, which governs the privacy and security of protected health information. HintMD may collect, access, use, maintain and transmit protected health information in ways that may be subject to certain of these laws and regulations.

Additionally, HintMD processes a significant portion of its payments through credit or debit cards and enable users of its payments platform to engage in payments through its service. HintMD is contractually required to maintain Payment Card Industry Data Security Standard, or PCI DSS, compliance as part of its information security program. HintMD also may be bound by additional, more stringent contractual obligations relating to its collection, use and disclosure of personal, financial and other data. If HintMD cannot comply with or if it incurs a violation of any of these regulations or requirements, HintMD could incur significant liability through fines and penalties imposed by credit card associations or other organizations or litigation with relevant stakeholders, either of which could have an adverse effect on HintMD’s reputation, business, financial condition and operating results. In addition, a data breach or failure to comply with rules or regulations of PCI DSS or HintMD’s contractual obligations could also result in the termination of HintMD’s status as a registered payment facilitator, thereby dramatically impairing its ability to continue doing business in the payments industry or we could be liable to the payment card issuing banks for their costs of issuing new cards and related expenses.

HintMD may find it necessary to change its business practices or expend significant resources to modify its software or payments platform to adapt to new laws, regulations and industry standards concerning these matters. HintMD may be unable to make such changes and modifications in a commercially reasonable manner or at all.

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Any failure to comply with federal, state laws or local regulations, industry standards or other legal obligations, or any actual or suspected security incident, may result in governmental enforcement actions and prosecutions, private litigation, fines, penalties or adverse publicity and could cause users of HintMD’s payments platform to lose trust in it, which could have an adverse effect on HintMD’s reputation and business.

Interruptions or performance problems associated with HintMD’s technology and infrastructure may adversely affect its business and operating results.

HintMD’s continued growth depends in part on the ability of users to access its payments platform at any time and within an acceptable amount of time. HintMD’s payments platform is proprietary, and it relies on the expertise of members of its engineering, operations and software development teams for HintMD’s payments platform’s continued performance. In addition, HintMD depends on external data centers, such as Amazon’s AWS, to host its applications. HintMD does not control the operation of these facilities. HintMD has experienced minor disruptions, outages and performance problems in the past, and may in the future experience, disruptions, outages and other performance problems related to its payments platform due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, delays in scaling HintMD’s technical infrastructure (such as if it does not maintain enough excess capacity or accurately predict its infrastructure requirements), capacity constraints due to an overwhelming number of users accessing its payments platform simultaneously, denial-of-service or other cyber attacks or other security-related incidents. In some instances, HintMD may not be able to identify the cause or causes of these performance problems within an acceptable period of time. It may become increasingly difficult to maintain and improve HintMD’s performance, especially during peak usage times and as its payments platform becomes more complex and its user traffic increases. If HintMD’s payments platform is unavailable or if users are unable to access its payments platform within a reasonable amount of time, or at all, HintMD’s business would be adversely affected and its brand could be harmed. In the event of any of the factors described above, or certain other failures of HintMD’s infrastructure, user data may be permanently lost. If HintMD experiences significant periods of service downtime in the future, it may be subject to claims by users of its payments platform. To the extent that HintMD does not effectively address capacity constraints, upgrade its systems as needed, and continually develop its technology and network architecture to accommodate actual and anticipated changes in technology, HintMD’s business and operating results may be adversely affected.

HintMD’s payments platform is subject to U.S. rules and regulations, which are evolving and subject to change. If HintMD fails to comply with such rules and regulations or if new laws, rules or practices applicable to payment systems restrict HintMD’s ability to collect fees from its payments platform, HintMD’s financial results could be materially and adversely effected.

Payment processing is subject to extensive regulation in the United States, which is where HintMD currently operates, and presents a wide range of risks. HintMD may encounter increased regulatory scrutiny and new regulatory compliance requirements brought about by evolving laws, rules and regulations. Some of the payment processing activities on HintMD’s payments platform are subject to price controls within the United States, and may be subject to an increase of price controls, including controls limiting the amount it is allowed to charge physician customers for processing transactions. Changes in the laws, rules or practices applicable to payment systems such as VISA, MasterCard or American Express, among others, including changes resulting in increased costs that HintMD or its customers must pay, may force changes to HintMD’s payments platform that could adversely affect its business.

HintMD is subject to risks related to its reliance on hardware providers and third-party processing partners to perform its payment processing services.

HintMD depends on hardware providers and its third-party processing partners to perform payment processing services to make its payments platform work. For example, HintMD relies on Fiserv to provide the processor that enables its payments platform to process payments, and if they are unable to continue to supply processors to

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HintMD the performance of its system could be adversely affected and its growth would be limited. HintMD’s processing partners and suppliers may go out of business or otherwise be unable or unwilling to continue providing such services, which could significantly and materially reduce HintMD’s payments revenue and disrupt its business. In addition, users of HintMD’s payments platform may be subject to quality issues related to its third-party processing partners or HintMD may become involved in contractual disputes with its processing partners, both of which could impact HintMD’s reputation and adversely impact its revenue. Certain contracts may expire or be terminated, and HintMD may not be able to replicate the associated revenue through a new processing partner relationship for a considerable period of time.

HintMD has initiated and expect to continue to initiate new third-party payment relationships or migrate to other third-party payment partners in the future. The initiation of these relationships and the transition from one relationship to another could require significant time and resources and establishing these new relationships may be challenging. Further, any new third-party payment processing relationships may not be as effective, efficient or well received by users of HintMD’s payments platform, nor is there any assurance that HintMD will be able to reach an agreement with such processing partners. HintMD’s contracts with such processing partners may be less economically beneficial to HintMD than its existing relationships. For instance, HintMD may be required to pay more for payment processing services, which would adversely affect its operating results.

Failure to effectively expand HintMD’s sales and marketing capabilities could harm its ability to increase its customer base and achieve broader market acceptance of its payments platform.

Increasing HintMD’s physician customer base and number of active users, upgrading and expanding services to HintMD’s existing customers, and achieving broader market acceptance of its payments platform will depend, to a significant extent, on HintMD’s ability to effectively expand its sales and marketing operations and activities. HintMD is substantially dependent on its marketing organization to generate a sufficient pipeline of qualified sales leads and on its direct sales force to close new customers. There is significant competition for experienced sales professionals with the sales skills and technical knowledge that HintMD requires. HintMD’s ability to achieve significant revenue growth in the future will depend, in part, on its success in recruiting, training, and retaining a sufficient number of experienced sales professionals. New hires require significant training and time before they achieve full productivity, particularly in new sales segments and territories. HintMD’s recent and planned hires may not become productive as quickly as it expects, and HintMD may be unable to hire or retain sufficient numbers of qualified individuals in the future in the markets where it does business. HintMD cannot predict whether, or to what extent, its sales will increase, HintMD’s existing customers and their patients will expand their usage of its payments platform as HintMD invests in its sales force, or how long it will take for sales personnel to become productive. If HintMD’s marketing organization does not generate a sufficient pipeline of qualified sales leads and its direct sales force is unable to close new accounts, HintMD’s business and future growth prospects could be harmed.

If HintMD is unable to manage the anticipated growth of its business, its future revenue and operating results may be harmed.

Any growth that HintMD experiences in the future could provide challenges to its organization, requiring HintMD to expand its technology team, sales personnel, operations and general and administrative infrastructure. In order to increase revenue and achieve its revenue goals, HintMD will need to significantly expand the number of new accounts that it services. Future growth will impose significant added responsibilities on management, including the need to identify, recruit, train and integrate additional employees. Rapid and significant growth may strain HintMD’s administrative and operational infrastructure. HintMD’s ability to manage its business and growth will require it to continue to improve its operational, financial and management controls, reporting systems and procedures. If HintMD is unable to manage its growth effectively, it may be difficult for HintMD to execute its business strategy and its business could be harmed.

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HintMD depends on its executive officers and other key employees and consultants, the loss of which, or the inability to attract and retain highly skilled employees could adversely affect its business.

HintMD’s success depends largely upon the continued services of its executive officers and other key employees, including its Chief Executive Officer, Aubrey Rankin, its Chief Commercial Officer, Vojin Kos and its Chief Technology Officer, Ben de Waal. HintMD relies on its leadership team in the areas of technology, security, marketing, sales, support, general and administrative functions and operations. For purposes of incorporating technology developments, HintMD relies on its software engineers and the services it receives from the consulting agreements that it has in place. HintMD may in the future experience, changes in its executive management team resulting from the hiring or departure of executives, which could disrupt its business. The loss of one or more of HintMD’ executive officers, especially its Chief Executive Officer, Chief Commercial Officer, Chief Technology Officer or other key employees or consultants, could have an adverse effect on its business.

In addition, to execute its growth plan, HintMD must attract and retain highly qualified personnel. Competition for these personnel in the locations where HintMD maintain offices is intense, particularly in the San Francisco Bay Area, where its headquarters is located. HintMD has from time to time experienced, and it expects to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Moreover, job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. If the perceived value of HintMD’s equity awards declines, its ability to recruit and retain highly skilled employees may be adversely impacted. If HintMD hires employees from competitors or other companies, their former employers may attempt to assert that these employees have breached their legal obligations, resulting in a diversion of HintMD’s time and resources. If HintMD fails to attract new personnel or fails to retain and sufficiently motivate its current personnel, HintMD’s business and future growth prospects could be adversely affected.

HintMD’s future performance depends in part on its reliance on third-party platforms to distribute its mobile applications, and support from HintMD’s partner ecosystem.

HintMD relies on third-party distribution platforms, including the Apple App Store and Google Play, for distribution of its mobile applications. HintMD is subject to these platform providers’ standard terms and conditions for application developers, which govern the promotion, distribution and operation of applications on their platforms. If HintMD violates, or if a platform provider believes that HintMD has violated, its terms and conditions, the platform provider may, at its discretion, discontinue or limit HintMD’s access to their platform. These platform providers have broad discretion to change their terms and conditions at any time, with or without notice to application developers, and to interpret their respective terms and conditions in a manner that limits, eliminates or otherwise interferes with HintMD’s ability to distribute its mobile applications through their platforms. If Apple or Google took any of these steps to limit or otherwise interfere with HintMD’s business, its business, financial condition and results of operations could be adversely affected.

HintMD also depends on its partner ecosystem to create applications that will integrate with HintMD’s payments platform. This presents certain risks to HintMD’s business, including:

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Since many of these risks are not within HintMD’s control, any of the circumstances described above or any new standards or requirements by these third-party developers or platforms could adversely affect HintMD’s business, thereby reducing its revenue or increase its operating costs and adversely affecting its growth prospects.

HintMD’s business and growth depend in part on the success of its strategic relationships with third parties, including payments partners, platform partners, technology partners and aesthetics manufacturers.

HintMD depends on, and anticipates that it will continue to depend on, various third-party relationships in order to sustain and grow its business. HintMD is highly dependent upon partners for certain critical features and functionality of its payments platform, including data centers and third-party payment processors supporting HintMD’s payments platform and third party aesthetics manufacturers which have used its payments platform for brand loyalty programs. Failure of these or any other technology providers to maintain, support or secure their technology platforms in general, and HintMD’s integrations in particular, or errors or defects in their technology, could materially and adversely impact HintMD’s relationship with its customers, damage its reputation and brand, and harm its business and operating results. Any loss of the right to use any of this hardware or software could result in delays or difficulties in HintMD’s ability to provide its payments platform until equivalent technology is either developed by HintMD or, if available from alternative providers, identified, obtained and integrated.

Identifying, negotiating and documenting relationships with strategic third parties such as payments partners, platform partners, technology partners and aesthetic manufacturers requires significant time and resources. In addition, integrating third-party technology is complex, costly and time-consuming. HintMD’s agreements with these partners are typically limited in duration, non-exclusive and do not prohibit them from working with HintMD’s competitors or from offering competing services. HintMD’s competitors may be effective in providing incentives to third parties to favor their products or services or to prevent or reduce subscriptions to HintMD’s payments platform. In addition, HintMD’s partners could develop competing products or services.

HintMD’s third-party partners may also suffer disruptions or weakness in their businesses unrelated to the relationships with HintMD that could cause declines in their business performance. Such occurrences could be harmful to HintMD’s financial results.

If HintMD is unsuccessful in establishing or maintaining its relationships with these strategic third parties, HintMD’s ability to compete in the marketplace or to grow its revenue could be impaired and its operating results could suffer. Even if HintMD is successful, there is no guarantee that these relationships will result in improved operating results.

HintMD’s use of “open source” software could adversely affect its ability to provide its payments platform and subject HintMD to possible claims.

HintMD incorporates open source software in its payments platform and expect to continue to use open source software in the future. HintMD may face claims from others claiming ownership of open source software, or seeking to enforce the terms of, an open source license, including by demanding release of the open source software or derivative works thereof, or of HintMD’s proprietary source code associated with such open source

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software. These claims could also result in litigation, require HintMD to purchase a costly license or require it to devote additional research and development resources to change its payments platform, any of which would have a negative effect on HintMD’s business and operating results. In addition, if the license terms for the open source software HintMD utilizes change, it may be forced to reengineer its payments platform or incur additional costs. Although HintMD has implemented policies to regulate the use and incorporation of open source software into its payments platform, HintMD cannot be certain that it has not incorporated open source software in its payments platform in a manner that is inconsistent with such policies.

Any failure to protect HintMD’s intellectual property rights could impair its ability to protect its proprietary technology and its brand.

HintMD’s success and ability to compete depend in part upon its intellectual property. HintMD currently has three issued patents, one allowed patent and two pending patent applications. However, there is no guarantee that the pending patent applications will result in issued patents, or that the issued patents will ultimately be determined to be valid and enforceable. HintMD also has one registered trademark in the United States and one pending trademark in Canada. HintMD primarily relies on copyright, trade secret and trademark laws, trade secret protection and confidentiality or other protective agreements with its employees, customers, partners and others to protect its intellectual property rights. However, the steps HintMD takes to protect its intellectual property rights may be inadequate to prevent others from competing with HintMD.

To protect HintMD’s intellectual property rights, it may be required to spend significant resources to monitor, protect and enforce these rights. Litigation brought to protect and enforce HintMD’s intellectual property rights could be costly, time-consuming and distracting to management, and could result in the impairment or loss of portions of HintMD’s intellectual property. Furthermore, HintMD’s efforts to enforce its intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of HintMD’s intellectual property rights. HintMD’s failure to secure, protect and enforce its intellectual property rights could adversely affect its brand and adversely impact its business.

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