Novan, Inc. (Form: 8-K, Received: 01/07/2019 08:33:46)

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 31, 2018

_____________________

(Exact name of registrant as specified in its charter)

_____________________

4105 Hopson Road, Morrisville, North Carolina 27560

(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, include area code)

(Former Name or Former Address, if Changed Since Last Report)

_____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



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



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



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



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

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x



Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As disclosed in the Form 8-K filed by Novan, Inc. (the “Company”) on June 5, 2017, in connection with Dr. Nathan Stasko’s previous transition from President and Chief Executive Officer to President and Chief Scientific Officer, Dr. Stasko entered into a First Amendment to the Amended and Restated Employment Agreement with the Company (the “Amended Agreement”). On December 31, 2018, as contemplated by the Amended Agreement to occur following the appointment of G. Kelly Martin as Chief Executive Officer, upon request of the Board of Directors, Dr. Stasko resigned from his positions as President and director of the Company. Dr. Stasko’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On January 4, 2019, the Company and Dr. Stasko entered into a separation agreement (the “Separation Agreement”) pursuant to which Dr. Stasko resigned from all other positions with the Company, the Amended Agreement was terminated, and the Company agreed to pay Dr. Stasko certain separation benefits totaling approximately $469,000, most of which is to be paid over the next 12 months. The Separation Agreement includes a release of claims in favor of the Company and other customary provisions, including conditioning payment on Dr. Stasko’s ongoing full compliance with his existing confidentiality and non-compete restrictions. A copy of the Separation Agreement is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

Also on December 31, 2018, the Board appointed Paula Brown Stafford to the position of President and Chief Operating Officer. Additional information about Ms. Stafford can be found in the Company’s definitive proxy statement filed on April 18, 2018.



Item 7.01.	Regulation FD Disclosure.

On January 2, 2019, the Company announced certain changes to its executive leadership structure, including the resignation of Dr. Stasko from the role of President and as a director and the appointment of Ms. Stafford to the position of President and Chief Operating Officer, the appointment of Dr. Carri Geer to the position of Senior Vice President and Chief Technology Officer and the appointment of Dr. Elizabeth Messersmith to the position of Senior Vice President and Chief Development Officer. The full text of this press release is furnished herewith as Exhibit 99.1 to this Current Report and incorporated herein by reference.

On January 7, 2019 the Company published a corporate presentation on its website at www.Novan.com. The corporate presentation is furnished herewith as Exhibit 99.2 to this Current Report and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Furthermore, the information in Item 7.01 of this report shall not be deemed incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.



Item 9.01.	Financial Statements and Exhibits.

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




	Novan, Inc.

Date: January 7, 2019	By:	/s/ Andrew J. Novak

		Andrew J. Novak
		Chief Accounting Officer

Exhibit 10.1

Execution Copy

SEPARATION AND GENERAL RELEASE AGREEMENT

This Separation and General Release Agreement (the “ Agreement ”) is made and entered into this 4th day of January, 2019, by and between Novan, Inc. (the “ Company ”) and Nathan Stasko (the “ Executive ”). Throughout the remainder of this Agreement, the Company and Executive may be collectively referred to as the “Parties” and individually referred to as a “Party.”

WHEREAS, Executive is currently employed pursuant to an Amended and Restated Employment Agreement between the Parties, dated April 13, 2016, as amended June 4, 2017 (the “ Employment Agreement ”);

WHEREAS, Executive is also subject to the terms of the Confidentiality and Assignment of Inventions Agreement, executed by Employee on October 9, 2009, and the Amended and Restated Noncompetition Agreement, executed by Employee on May 11, 2016 (collectively the “ Restrictive Covenants Agreements ”);

WHEREAS, on December 31, 2018, as contemplated by the Employment Agreement to occur following the appointment of G. Kelly Martin as Chief Executive Officer, upon request of the Board of Directors, Executive resigned from his positions as President and director of the Company; Executive’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices;

WHEREAS, the Parties desire to terminate the Employment Agreement, have reached agreement on the terms and conditions of Executive’s separation from employment, and wish to enter into this Agreement to memorialize such terms; and

WHEREAS, Executive represents that he has carefully read this entire Agreement, understands its consequences, and voluntarily enters into it.

NOW THEREFORE, in consideration of the above and the mutual promises set forth below, Executive and the Company agree as follows:

1. SEPARATION . Executive’s resignation from employment with the Company is effective as of January 4, 2019 (“ Separation Date ”).

2. SEVERANCE BENEFITS . In consideration of the release of claims and other promises contained herein and on the condition that Executive fully complies with his obligations under this Agreement, and the Restrictive Covenants Agreements, the Company will: (i) pay Executive severance pay in the amount of Four Hundred Thousand and 00/100 ($400,000) (less all applicable withholdings), to be paid in installment payments over the twelve (12) month period following the Separation Date in accordance with the Company’s regular payroll schedule, commencing on the first payroll date occurring ten (10) days after this Agreement is executed by both parties; and (ii) pay Executive a lump sum equal to Twenty Five Thousand and 00/100 Dollars ($25,000) (less applicable withholdings), to be paid on the same payroll date on which severance pay under Section 2(i) commences. As of the Separation Date, Executive shall not be entitled to

group disability, accidental death and dismemberment insurance benefits, or any other employee benefits, and shall not be a participant in the Company’s 401(k) Plan (the “ 401(k) Plan ”) or any other plan of any type. For clarification and the avoidance of doubt, Executive will not be eligible to contribute to Executive’s 401(k) plan from any post-termination payments made under this Section 2 nor receive matching funds from the Company under related policies. Nothing in this Agreement, however, shall be deemed to limit Executive’s continuation coverage rights under COBRA or Executive’s vested rights, if any, under the 401(k) Plan or other Company plan, and the terms of those plans shall govern.

3. EMPLOYMENT AGREEMENT AND RESTRICTIVE COVENANTS AGREEMENTS. Executive acknowledges and agrees the Employment Agreement is hereby terminated, but that Executive shall continue to be fully bound by the terms of the Restrictive Covenants Agreements.

4. EXECUTIVE ACKNOWLEDGEMENTS. By signing this Agreement, Executive represents that (a) he has been properly paid for all time worked and received all salary, expense reimbursement, and all other amounts of any kind due to him from the Company with the exceptions of (i) Executive’s final paycheck for work during the final payroll period in which the Separation Date occurs, which will be paid on the next regularly scheduled payroll date following the Separation Date, and will include payment of unused paid-time-off through December 31, 2018, per Company policy, in the amount of $34,231.45 (less applicable withholdings), and (ii) the pay under Section 2 of this Agreement, (b) that the payments set forth in Section 2 of this Agreement constitute all post-termination or severance payments or benefits to which Executive is entitled to receive, and he is not entitled to any other compensation, payments or benefits of any nature as the result of the termination of his employment; and (c) that Executive is below the age of 40 years old.

5. COMPANY PROPERTY . By signing this Agreement, Executive represents that: (i) he has delivered to the Company all records, memoranda, data, documents and other property of any description which refer or relate in any way to trade secrets or confidential information, including all copies thereof, which are in his possession, custody or control; (ii) he has delivered to the Company all Company property (including, but not limited to, keys, credit cards, computers, client files, contracts, proposals, work in process, manuals, forms, computer stored work in process and other computer data, research materials, other items of business information concerning any Company customer or client or potential prospect to purchase some or all of the Company’s assets, or Company business or business methods, including all copies thereof) which is in his possession, custody or control, and; (iii) he will fully cooperate with the Company in winding up his work and transferring that work to other individuals designated by the Company.

6. ADEQUACY OF CONSIDERATION. Executive acknowledges that the benefits available to him under this Agreement are significant, would not be available to him if he did not sign this Agreement, and constitute adequate consideration for the releases of claims, under Sections 7 and 8 of this Agreement.

7. RELEASE . In consideration of the benefits conferred by this AGREEMENT, EMPLOYEE (ON BEHALF OF HIMSELF, HIS FAMILY MEMBERS, HEIRS, ASSIGNS, EXECUTORS AND OTHER REPRESENTATIVES) RELEASES THE COMPANY AND ITS

PAST, PRESENT AND FUTURE PARENTS, SUBSIDIARIES, AFFILIATES, AND ITS AND/OR THEIR PREDECESSORS, SUCCESSORS, ASSIGNS, AND ITS AND/OR THEIR PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, EMPLOYEES, OWNERS, INVESTORS, SHAREHOLDERS, ADMINISTRATORS, BUSINESS UNITS, EMPLOYEE BENEFIT PLANS (TOGETHER WITH ALL PLAN ADMINISTRATORS, TRUSTEES, FIDUCIARIES AND INSURERS) AND AGENTS (“ RELEASEES ”) FROM ALL CLAIMS AND WAIVES ALL RIGHTS KNOWN OR UNKNOWN, HE MAY HAVE OR CLAIM TO HAVE IN EACH CASE RELATING TO HIS EMPLOYMENT WITH THE COMPANY, OR HIS SEPARATION THEREFROM arising before the execution of this Agreement by Executive, including but not limited to claims: (i) for discrimination, harassment or retaliation arising under any federal, state or local laws, or the equivalent applicable laws of a foreign country, prohibiting age (including but not limited to claims under the Age Discrimination in Employment Act of 1967 (“ ADEA” ), as amended, and the Older Worker Benefit Protection Act of 1990 (“ OWBPA” ), sex, national origin, race, religion, disability, veteran status or other protected class discrimination, the Family and Medical Leave Act, as amended (“ FMLA ”), harassment or retaliation for protected activity; (ii) for compensation, commission payments, bonus payments and/or benefits including but not limited to claims under the Fair Labor Standards Act of 1938 (“ FLSA ”), as amended, the Executive Retirement Income Security Act of 1974, as amended (“ ERISA” ), the Family and Medical Leave Act, as amended (“ FMLA ”), and similar federal, state, and local laws; (iii) under federal, state or local law, of any nature whatsoever, including but not limited to constitutional, statutory; and common law; (iv) under his Employment Agreement, and (v) for attorneys’ fees. Executive specifically waives his right to bring or participate in any class or collective action against the Company. Provided, however, that this release does not apply to claims by Executive: (aa) for workers’ compensation benefits or unemployment benefits filed with the applicable state agencies; (bb) for vested pension or retirement benefits including under the Company’s 401(k) plan; (cc) to continuation coverage under COBRA, or equivalent applicable law; (dd) to rights he may have to indemnification by the Company pursuant to the Indemnification Agreement between Executive and the Company, dated September 26, 2016; (ee) to rights that cannot lawfully be released by a private settlement agreement; (ff) to claims or rights that arise or accrue after Executive’s execution of this Agreement; or (ii) to enforce, or for a breach of, this Agreement (the “ Reserved Claims ”). For the purpose of implementing a full and complete release and discharge, Executive expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all claims which he does not know or suspect to exist in his favor at the time of execution hereof, and that this Agreement contemplated the extinguishment of any such claim or claims.

8. COVENANT NOT TO SUE . In consideration of the benefits offered to Executive, Executive will not sue Releasees on any of the released claims or on any matters relating to his employment arising before the execution of this Agreement other than with respect to the Reserved Claims, including but not limited to claims under the ADEA, or join as a party with others who may sue Releasees on any such claims; provided, however, this paragraph will not bar a challenge under the OWBPA to the enforceability of the waiver of the age discrimination claims, the Reserved Claims, or where otherwise prohibited by law. If Executive does not abide by this paragraph, then (i) he will return all monies received under this Agreement and indemnify the Company for all expenses incurred in defending the action, and (ii) the Company will be relieved of its obligation hereunder.

9. AGENCY CHARGES/INVESTIGATIONS . Nothing in this Agreement prohibits or prevents Executive from filing a charge with or participating, testifying, or assisting in any investigation, hearing, whistleblower proceeding or other proceeding before any federal, state, or local government agency (e.g. EEOC, NLRB, SEC., etc.) (“ Government Agency ”), nor does anything in this Agreement preclude, prohibit, or otherwise limit, in any way, Executive’s rights and abilities to contact, communicate with, report matters to, or otherwise participate in any whistleblower program administered by any such agencies. Executive further understands that this Agreement does not limit Executive's or the Company’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency in connection with reporting a possible securities law violation, or other violation of law, without notice to the Company. Nothing in this Agreement or any other agreement limits Executive’s right to receive an award for information provided to any Government Agency/SEC staff.

10. NONDISPARAGEMENT . Executive agrees that he shall not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company, or any of its employees, officers or directors, and existing and prospective customers, suppliers, investors and other associated third parties, now or in the future. The Company shall instruct its officers and directors not to knowingly engage in any conduct that involves the making or publishing of written or oral statements or remarks (including, without limitation, the repetition or distribution of derogatory rumors, allegations, negative reports or comments) which are disparaging, deleterious or damaging to the integrity, reputation or good will of Executive. This Section 10 does not, in any way, restrict or impede Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance.

11. REFERENCES . Executive agrees that all requests for references will be in writing and will be directed to the Company’s Human Resources department. Consistent with the Company’s practices, prospective employers will only be provided with verification of the dates of Executive’s employment with the Company and job title.

12. DISCLAIMER OF LIABILITY . Nothing in this Agreement is to be construed as either an admission of liability or admission of wrongdoing on the part of either Party, each of which denies any liabilities or wrongdoing on its part.

13. GOVERNING LAW . This Agreement shall be construed, interpreted, and governed in accordance with and by North Carolina law and the applicable provisions of federal law (“ Applicable Federal Law ”). Any and all claims, controversies, and causes of action arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, shall be governed by the laws of the state of North Carolina, including its statutes of limitations, except for Applicable Federal Law, without giving effect to any North Carolina conflict-of-laws rule that would result in the application of the laws of a different jurisdiction. Both Executive and the Company acknowledge and agree that the state or federal courts located in North Carolina have personal jurisdiction over

them and over any dispute arising under this Agreement, and both Executive and the Company irrevocably consent to the jurisdiction of such courts.

14. ENTIRE AGREEMENT . Except for the Restrictive Covenant Agreements, the Indemnification Agreement and as expressly provided herein, this Agreement: (i) supersedes and cancels all other understandings and agreements, oral or written, with respect to Executive’s employment with the Company; (ii) supersedes all other understandings and agreements, oral or written, between the Parties with respect to the subject matter of this Agreement; and (iii) constitutes the sole agreement between the Parties with respect to this subject matter. Each Party acknowledges that: (i) no representations, inducements, promises or agreements, oral or written, have been made by any Party or by anyone acting on behalf of any Party, which are not embodied in this Agreement; and (ii) no agreement, statement or promise not contained in this Agreement shall be valid. No change or modification of this Agreement shall be valid or binding upon the Parties unless such change or modification is in writing and is signed by the Parties. This Agreement shall be in addition to and, except as expressly provided herein, shall not affect the provisions of any employee benefit or other plan or program of the Company and any award agreement between the Company and Executive.

15. SEVERABILITY . If any portion, provision, or part of this Agreement is held, determined, or adjudicated by any court of competent jurisdiction to be invalid, unenforceable, void, or voidable for any reason whatsoever, each such portion, provision, or part shall be severed from the remaining portions, provisions, or parts of this Agreement, and such determination or adjudication shall not affect the validity or enforceability of such remaining portions, provisions, or parts.

16. COUNTERPARTS . This Agreement may be executed in any number of counterparts, and delivered by facsimile, PDF or other electronic copy, and each counterpart when so executed and delivered shall be deemed to be an original and when taken together shall constitute one and the same instrument, and production of an originally executed, facsimile, PDF or other electronic copy, of each counterpart execution page will be sufficient for purposes of proof of execution and delivery of this Agreement. Any Party hereto may execute this Agreement by signing any such counterpart.

17. WAIVER OF BREACH . A waiver of any breach of this Agreement shall not constitute a waiver of any other provision of this Agreement or any subsequent breach of this Agreement.

18. INDEMNIFICATION; DIRECTORS AND OFFICERS COVERAGE . Nothing in this Agreement shall affect or diminish either the Executive’s or the Company’s rights and obligations under the Indemnification Agreement, dated September 26, 2016, and such Indemnification Agreement shall survive the termination of Executive’s employment hereunder. For clarification and the avoidance of doubt, such Indemnification Agreement shall apply to Proceedings (as defined in the Indemnification Agreement) regardless of whether such Proceedings commence prior to or after the Separation Date.

19. SUCCESSORS; BINDING EFFECT . This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and to their respective successors, assigns, heirs, executors, administrators and other legal representatives.

20. SECTION 409A OF THE INTERNAL REVENUE CODE .

a. Parties’ Intent . The Parties intend that no payments or benefits hereunder shall constitute non-qualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the regulations thereunder (collectively, “ Section 409A ”) and all provisions of this Agreement shall be construed in a manner consistent with such intention. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Section 409A, the Company shall, upon the specific request of Executive, use its reasonable business efforts to in good faith reform such provision to be exempt from, or comply with, Code Section 409A; provided, that to the maximum extent practicable, the original intent and economic benefit to Executive and the Company of the applicable provision shall be maintained, and the Company shall have no obligation to make any changes that could create any material additional economic cost or loss of material benefit to the Company. The Company shall timely use its reasonable business efforts to amend any plan or program in which Executive participates to bring it under an exemption from, or in compliance with, Section 409A. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Section 409A so long as it has acted in good faith with regard to compliance therewith.

b. Separation from Service. A termination of employment or separation from service shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A upon or following a termination of employment or separation from service unless such termination also constitutes a “ Separation from Service ” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” “separation from service” or like terms shall mean Separation from Service.

c. Separate Payments. Each installment payment required under this Agreement shall be considered a separate payment for purposes of Section 409A.

d. Delayed Distribution to Specified Executives. If the Company determines in accordance with Sections 409A and 416(i) of the Code and the regulations promulgated thereunder, in the Company’s sole discretion, that Executive is a Specified Executive of the Company on the date he experiences a separation from service with the Company and that a delay in benefits provided under this Agreement is necessary to comply with Code Section 409A(A)(2)(B)(i), then any post separation payments and any continuation of benefits or reimbursement of benefit costs provided by this Agreement, and not otherwise exempt from Section 409A, shall be delayed for a period of six (6) months following the date of Executive’s separation from service (the “ 409A Delay Period ”). In such event, any post separation payments and the cost of any continuation of benefits

provided under this Agreement that would otherwise be due and payable to Executive during the 409A Delay Period shall be paid to Executive in a lump sum cash amount in the month following the end of the 409A Delay Period. For purposes of this Agreement, “Specified” shall mean an employee who, on an Identification Date (“ Identification Date ” shall mean each December 31) is a key employee as defined in Section 416(i) of the Code without regard to paragraph (5) thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the day and year written below.





	NATHAN STASKO

	/s/ Nathan Stasko	Date:	1/4/19


	NOVAN, INC.

By:	/s/ W. Kent Geer

Title:	Lead Independent Director

Novan Announces Management Changes and Provides Business Update

Paula Brown Stafford promoted to President and newly created role of Chief Operating Officer of Novan

Dr. Carri Geer promoted to Senior Vice President and Chief Technology Officer

Dr. Elizabeth Messersmith, Senior Vice President, promoted to Chief Development Officer

Novan adds gastroenterology as a field of focus for its business and science

The Company is actively engaged in business development discussions around mid to late-stage dermatology assets, with particular focus on molluscum

MORRISVILLE, N.C. – January 2, 2019 – Novan, Inc. ("the Company" or "Novan") (NASDAQ: NOVN) today announced several leadership promotions and business updates. These changes further strengthen the alignment of the Company’s significant scientific and drug development expertise to its short, intermediate and longer-term opportunities.

Paula Brown Stafford has been promoted to President and the newly created role of Chief Operating Officer while remaining a member of the Board of Directors. Ms. Stafford joined Novan in March 2017 as Chief Development Officer. Under her direction, the Company has achieved several critical milestones with the completion of clinical trials in psoriasis, atopic dermatitis, and molluscum contagiousium over the course of 12 months. Prior to Novan, she was President of the Quintiles Global Clinical Development organization. Ms. Stafford will continue to report to G. Kelly Martin, Novan’s Chief Executive Officer.

Dr. Carri Geer has been promoted to Senior Vice President and Chief Technology Officer of Novan. Dr. Geer will be responsible for integrating formulation and analytical science with clinical translation in order to modify existing molecules and generate new chemical entity (NCE) opportunities. Dr. Geer has more than 10 years of industry experience both from her time at Novan and previously at Merck & Co., Inc. Dr. Geer has a Ph.D. in Chemistry from the University of North Carolina where she was a doctoral student and part of the Schoenfisch Lab, led by Novan co-founder, Dr. Mark Schoenfisch. She will report to Ms. Stafford.

Dr. Elizabeth Messersmith, Senior Vice President, has been promoted to the role of Chief Development Officer with oversight of the clinical, medical, statistical, and regulatory activities of the Company. Dr. Messersmith, who joined Novan as Head of Clinical Operations in May 2018 from Quark Pharmaceuticals, has a Ph.D. in Neuroscience from the University of Texas Health Science Center at Houston. Dr. Messersmith has 25 years of hands-on drug development and biotechnology industry experience. She will also report to Ms. Stafford.

Dr. Nathan Stasko has stepped down as President and from the Board of Directors, as contemplated by his amended and restated employment agreement to occur following the appointment of Mr. Martin as Chief Executive Officer.

“These leadership adjustments provide Novan with a truly exceptional and experienced team,” commented Mr. Martin. “The combination of Paula, Carri, and Liz in their new roles adds depth and real-world experience in several critical areas.”

The Company has added gastrointestinal (GI) diseases as a therapeutic focus area as part of its overall science and business strategy. This decision is based on the inherent connection between the multi-factorial pathologies of GI diseases and the demonstrable anti-microbial, anti-viral and anti-inflammatory properties of Novan’s nitric oxide technology. The Company intends to initially focus on pediatric GI diseases given the favorable safety profile of nitric oxide and existing pre-clinical and clinical data. The Company believes that expansion into GI will require minimal investment due to its ability to leverage current technology experience and assets.

Novan’s executive management and its Board of Directors remain focused on pursuing relevant financing alternatives, with a particular emphasis on non-dilutive options, to strengthen the Company’s capital position and advance the business platform. As part of that effort, the Company continues to explore a range of business development opportunities around its dermatology assets and underlying nitric oxide technology platform. Several active discussions are centered on the Phase 3 ready SB206 molluscum asset as well as more general dialogues focused on acne, external genital warts, and atopic dermatitis. The Company believes that expanding the existing nitric oxide platform beyond dermatology allows for a broader distribution of risk and, with tangible progress, would increase strategic and financial options for Novan.

The Company is also focused on external relationships to help maximize its nitric oxide platform, as illustrated by its strategic alliance with Orion Corporation announced in October 2018. The ability to access additional manufacturing capacity will help Novan to explore and support a broad variety of geographic and therapeutic business development opportunities from around the world.

Novan is a Supporting Sponsor of the upcoming 6th Annual Dermatology Summit, taking place on Sunday, January 6, 2019, in San Francisco, California. Select members of the Company’s management team will attend the Summit as well as participate in additional meetings around the 37th Annual J.P. Morgan Healthcare Conference.

Novan, Inc. is a clinical-stage biotechnology company focused on leveraging nitric oxide’s natural antiviral and immunomodulatory mechanisms of action to treat dermatological and oncovirus-mediated diseases. We believe that our ability to conveniently deploy nitric oxide in a solid form, on demand and in localized formulations allows us the potential to significantly improve patient outcomes in a variety of diseases.

Forward-Looking Statements

This press release contains forward-looking statements including, but not limited to, statements related to pharmaceutical development of nitric oxide-releasing product candidates, our intention to advance development of certain product candidates, which is subject to our ability to obtain additional financing or enter into strategic relationships to enable such development, expansion of our therapeutic focus and the future prospects of our business and our product candidates. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from our expectations, including, but not limited to, risks and uncertainties in the clinical development process, including, among others, length, expense, ability to enroll patients, reliance on third parties, and that results of earlier research and preclinical or clinical trials may not be predictive of results, conclusions or interpretations of later research activities or additional trials; risks related to the regulatory approval process, which is lengthy, time-consuming and inherently unpredictable; our ability to obtain substantial additional funding for the further advancement and development of our product candidates; our ability to identify and enter into strategic relationships for the further development and potential commercialization of our product candidates and support thereof; and other risks and uncertainties described in our annual report filed with the SEC on Form 10-K for the twelve months ended Dec. 31, 2017, and in our subsequent filings with the SEC. These forward-looking statements speak only as of the date of this press release, and Novan disclaims any intent or obligation to update these forward-looking statements to reflect events or circumstances after the date of such statements, except as may be required by law.

Director, Investor Relations, Communications & Business Development

Exhibit 99.2 January 2019 Corporate Overview

Forward-Looking Statements This presentation includes forward-looking statements that reflect our current views with respect to, among other things, our plans to develop and commercialize our product candidates, including our interpretation of preclinical and clinical studies and the success and timing of our product development activities and clinical trials, our intention to advance the development of SB206 for molluscum, which is subject to our ability to obtain additional financing or enter into strategic relationships to enable such development, the future prospects of our business and financial condition and our needs for additional financing. These forward- looking statements are included throughout this presentation. We have used the words “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek,” “foreseeable”, “targeted” and similar terms and phrases to identify forward-looking statements in this presentation. The forward-looking statements contained in this presentation are based on management’s current expectations and are subject to substantial risks, uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to risks and uncertainties including, but not limited to: risks and uncertainties in the clinical development process, including, among others, length, expense, ability to enroll patients, reliance on third parties, and that results of earlier research and preclinical or clinical trials may not be predictive of results, conclusions or interpretations of later research or trials; risks related to the regulatory approval process, which is lengthy, time- consuming and inherently unpredictable; our ability to obtain substantial additional funding for the further advancement and development of our product candidates; our ability to identify and enter into strategic relationships for the further development and potential commercialization of our product candidates; and other risks and uncertainties described in our annual report filed with the SEC on Form 10-K for the twelve months ended Dec. 31, 2017, and in any subsequent filings with the SEC. Any forward-looking statement made by us in this presentation speaks only as of the date of this presentation. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws. 2

Core Technology Platform Based on Nitric Oxide ▪ Naturally produced nitric oxide has diverse biological activity within the body − Immunology (bacterial, viral and inflammatory responses) − Cardiology/pulmonology (vasodilation/hemostasis, anti-coagulation, and respiration) − Neurology (neurotransmitter) ▪ Physiological effects are controlled by the dose of nitric oxide − Depending on dose and release kinetics, nitric oxide has positive or negative effects on the human body (e.g. anti- or pro-inflammatory) − Necessary to tune nitric oxide dose over time (e.g. release rates) to selectively target therapeutic indications and maximize desired effects − Our bodies naturally manage the complexity via multiple nitric oxide-donors/carriers to help ensure nitric oxide is in the right place at the right time ▪ Robustly studied in the literature − In general, the role and mechanisms of nitric oxide have been well researched − Prior to Novan, nitric oxide therapies have been limited by the ability to store and deliver tunable amounts of nitric oxide 3

Novan’s Nitric Oxide Technology Platform First macromolecular platform to achieve stable, tunable and druggable delivery of nitric oxide: Stable Tunable Druggable New Chemical Entity (NCE) Novan has created a proprietary platform enabling development of NCEs with Proprietary formulations, Multiple drug candidates with sustained delivery of targeted to each indication, unique nitric oxide delivery and nitric oxide enable tunable dosing proven target engagement 4

Experienced Leadership Team Alignment of significant scientific and drug development expertise to Novan’s short, intermediate and longer-term opportunities Robert A. Ingram G. Kelly Martin Executive Chairman Chief Executive Officer Paula Brown Stafford Carri Geer, PhD President and Chief Operating Officer SVP, Chief Technology Officer Elizabeth Messersmith, PhD Jeff Hunter SVP, Chief Development Officer EVP, Chief Business Officer Andrew Novak Tomoko Maeda-Chubachi, MD VP, Chief Accounting Officer VP, Medical Dermatology 5

Clinical Progress Made Since Q4 of 2017 Oct-17: SB414 (Psoriasis) Ph 1b Dec-18: SB206 Trial Initiation Aug-18: SB414 (Molluscum) Ph 2 Full (Psoriasis & Atopic Dermatitis) Top Line Results Dec-17: SB414 Ph 1b Clinical Results (Atopic Dermatitis) Ph 1b Trial Initiation Nov-18: SB206 Jan-18: SB206 (Molluscum) Ph 2 (Molluscum) Ph 2 Preliminary Top Line Trial Initiation Results Q2-18: SB204 Sep-18: SB204 (Acne) Type C (Acne) FDA Clarity Meeting with FDA 4Q 2017 2018 6

Focused Dermatology Development Pipeline Product Indication Preclinical Phase 1 Phase 2 Phase 3 Candidates SB204 Acne Vulgaris SB206 Molluscum SB414 Atopic Dermatitis ▪ Acne Vulgaris (Multifactorial1): Successful in 1 of 2 Phase 3 pivotal trials ▪ Molluscum (Antiviral): Positive Phase 2 results with upcoming end-of-Phase 2 meeting ▪ Atopic Dermatitis (Anti-Inflammatory): Phase 1b results support progression into Phase 2 1. Includes anti-inflammatory and anti-bacterial activity – p. acnes in the case of SB204 for the treatment of acne. 7

Corporate Progress Made Over the Past 12 Months Oct-18: Strategic Alliance with Orion Provides Extension of Jan-19: Strengthens and Jan-18: Closing Technical Production Capacity Aligns Management Team, of $38.0M GI Diseases Added as Field Financing of Focus Oct-18: Formation Feb-18: Formation of of a Dedicated Science & Technology Women’s Health Committee, chaired by Oct-18: Extension of Nitric Business Unit and Dr. Eugene Sun Oxide Dermatology Partnership Collaboration with with Sato in Japan Health Decisions 2018 Q1 2019 8

Value Creation Opportunities Over the Past 12 Months ▪ Sato/Japan amendment to include SB206: EGW and molluscum1 − ~$11M of upfront non-dilutive cash inflows; payable in installments through 3Q 2019 − Further potential milestone and royalty payments ▪ Multiple geographic business development discussions ongoing ▪ Women’s Health business unit established; HPV academic research collaboration with University of Alabama-Birmingham and clinical research collaboration with Health Decisions2 ▪ Expansion of technical production capacity with Orion/Finland enables business leveragability3 ▪ Addition of gastrointestinal (GI) diseases as a therapeutic focus area as part of overall science and business strategy 1. Novan Expands Nitric Oxide Dermatology Business Partnership with Sato in Japan 2. Novan Creates Dedicated Women’s Health Business Unit 3. Novan Extends Technical Production Capacity and 9 Reaches Agreement with Orion Corporation

Nitric Oxide Platform Expansion: Women’s Health & Gastroenterology Women’s Health Gastroenterology ▪ Novan’s nitric oxide technology has demonstrated the ▪ Inherent connection between the multi-factorial ability to inhibit HPV amplification and replication in pathologies of GI diseases and the demonstrable nonclinical models anti-microbial, anti-viral and anti-inflammatory properties of Novan’s nitric oxide technology ▪ Targeting high-risk HPV infections and associated cancers affecting women ▪ Nitric oxide produced in the gastrointestinal (GI) tract regulates many of its functions1-3 ▪ Clinical research collaboration established with Health Decisions, a specialist women’s health CRO ▪ Nitric oxide supplied from nitric oxide donors are ▪ protective against gastric damage in a dose- Existing multi-year research collaboration with dependent manner1-3 University of Alabama-Birmingham extended ▪ ▪ NO-releasing variants of NSAIDs (nonsteroidal anti- Pipeline: inflammatory drugs) have enhanced therapeutic − Previously announced Phase 2 data for the benefit versus NSAID alone2,3 treatment of external genital warts (EGW) provide a specific late stage clinical asset that targets HPV-associated diseases “The future of this field with respect to drug development will require patented molecules that will − IND enabling preclinical studies ongoing targeting high-risk HPV release the gaseous mediator at a rate appropriate for promoting health, and at the specific locations where the effects of the mediator are most needed”3 1. MacNaughton WK, et al. (1989). Endothelium-derived relaxing factor (nitric oxide) has protective actions in the stomach. Life Sci 45: 1869–1876 2. Wallace JL (2019). Nitric oxide in the gastrointestinal tract: opportunities 10 for drug development. Br. J. Pharmacol. 176: 147–154 3. Wallace JL et al. (2017) Gaseous Mediators in Gastrointestinal Mucosal Defense and Injury. Dig. Dis. Sci. 62: 2223-2230

Molluscum Contagiosum Overview Molluscum is a contagious skin infection caused by the ▪ Prevalence of ~6 million in the US1,2 molluscipoxvirus, a double- − ~1 million diagnosed annually stranded DNA virus − ~90% of patients below the age of 18 ▪ Typically present with 10-30 lesions, up to 100 in severe cases − Avg. time to resolution is 13 months2 ▪ No FDA-approved treatments indicated for molluscum 1. QuintilesIMS. Market Opportunity Assessment EGW, Common Warts and Molluscum, March 2017 (Jul’14-Jun’16 Study Period). 2. Olsen JR et al. Lancet Infect Dis. 2015;15:190-5. 3. Ormerod AD et al. Br J Dermatol. 1999;141(6):1051-1053 11

Anti-Viral Mechanism of Action ▪ Multiple publications show nitric oxide inhibits viral replication via S-nitrosylation in the following viruses: − Human papillomavirus (HPV): double-stranded DNA virus − Herpes simplex virus (HSV): double-stranded DNA virus − Coxsackievirus: single-stranded RNA virus − Dengue virus: single-stranded RNA virus ▪ Novan’s nitric oxide technology has demonstrated the ability to inhibit HPV amplification and replication in nonclinical models, as well as efficacy in a Phase 2 clinical trial against external genital warts ▪ The inhibition of viral replication demonstrated in HPV is hypothesized to be translatable to other double stranded DNA virus families: − Adenoviridae − Polymoviridae − Poxviridae (e.g. molluscipoxvirus, a double-stranded DNA virus) ▪ Mechanism of action supported by in vitro data against vaccinia, a double-stranded DNA pox virus ▪ And now, Novan has demonstrated efficacy against the molluscipoxvirus in a Phase 2 clinical trial Sources: Colasanti, M. et al. S-Nitrosylation of Viral Proteins: Molecular Bases for Antiviral Effect of Nitric Oxide IUBMB Life; 1999 (48) 25-31. Kroen, KD. J Clin Invest. 1993;91(6):2446-2452.; Karupiah, G; et al. Science. 1993;261(5127):1445-1448. Saura, M; et al. Immunity. 1999;10:21-28. Takhampunya, R; et al. J Gen Virol. 2006;87:3003-3011. McHale, K et al. In Vitro and In Vivo Efficacy of Nitric Oxide-Releasing Antiviral Therapeutic Agents 12 Society for Investigative Dermatology Annual Meeting 2016 .

Molluscum Contagiosum Current Treatment Landscape Choice of 1st Line Description Side-Effects/Limitations Treatment1 Physical ▪ Curettage, cryotherapy, laser ▪ Pain, anxiety, burning, 29% Therapies surgery erythema, dyspigmentation ▪ Applied with wooden end of ▪ Blistering agent cotton-tipped swab 20% Cantharidin ▪ Erythema, pruritus ▪ Compounding pharmacies Painful scraping, freezing, burning and blistering treatment options; no FDA approved Rx products creates significant unmet need in this childhood skin disease Off-Label ▪ Imiquimod ▪ Limited efficacy 33% ▪ Retinoids ▪ Erythema, burning, pruritus >30% of patients Rx’s are receiving Rx’s with no molluscum ▪ Home remedies ▪ Unproven efficacy indication or 15% OTC ▪ ZymaDerm, salicylic acid ▪ Some irritation proven clinical efficacy 1. IQVIA Quant Survey (n=101, 51 peds; 50 derms) – physician choice for pediatric patients 13

Phase 2 Study of SB206 in the Treatment of Molluscum A Phase 2, multi-center, randomized, double-blind, vehicle-controlled, ascending dose study of SB206 in subjects with molluscum contagiosum Cohort 3 Cohort 4 12% BID (n=47) 12% QD (n=48) Cohort 2 Vehicle (n=17) Vehicle (n=16) 8% BID (n=48) Cohort 1 Vehicle (n=16) 4% BID (n=47) Vehicle (n=17) Randomized Cohorts 1-3 Randomized Cohort 4 (n=192) (n=64) Primary Endpoint Secondary Endpoints ▪ Proportion of subjects achieving complete clearance of all molluscum contagiosum lesions at each visit ▪ Proportion of subjects achieving ≥75% reduction from ▪ Proportion of subjects achieving complete clearance of baseline in number of molluscum all molluscum contagiosum at week 12 ▪ Mean % change from baseline in number of molluscum contagiosum lesions at every visit ▪ Time to complete clearance 14

SB206 Phase 2 Disposition & Demographics Vehicle All SB206 SB206 12% QD Randomized, N1 66 190 48 Completed study visits and treatment 60 (90.9%) 156 (82.1%) 43 (89.6%) Age, mean (range) 7.0 (2 - 16) 6.9 (2 – 62) 5.7 (2 - 11) Baseline lesion count, mean 18.3 19.3 17.6 Randomization was stratified by the following: Vehicle All SB206 SB206 12% QD Baseline lesion count = 3 to 18 41 (62.1%) 116 (61.4%) 33 (68.8%) History of atopic dermatitis 11 (16.7%) 31 (16.3%) 10 (20.8%) 1. Intent-to-Treat Population (ITT), consisting of all subjects who are randomized 15

SB206 Phase 2 Primary Endpoint: Complete Clearance of All Lesions mITT Population ITT Population 60 60 50 * * 50 * 40 40 30 30 % Responders (SE) Responders % 20 (SE) Responders % 20 10 10 0 0 Week 1 Week 2 Week 4 Week 8 Week 12 Week 1 Week 2 Week 4 Week 8 Week 12 Vehicle 4% BID 8% BID 12% BID 12% QD Vehicle 4% BID 8% BID 12% BID 12% QD The Modified Intent-to-Treat Population (mITT) consists of all subjects who are randomized and completed the study treatment. The Intent-to-Treat Population (ITT) consists of all subjects who are randomized. 16 *p<0.05

SB206 Phase 2 Secondary Endpoints Clearance of ≥75% Lesions (mITT) Percent Change from Baseline Lesion Count (mITT) 70 20 * 60 * * 10 * * 0 50 -10 * 40 -20 -30 * 30 * * * -40 * % Responders (SE) Responders % 20 -50 * -60 * 10 Adj.Mean(SE) % ChangefromBaseline, -70 * 0 -80 Week 1 Week 2 Week 4 Week 8 Week 12 Week 1 Week 2 Week 4 Week 8 Week 12 Vehicle 4% BID 8% BID 12% BID 12% QD Vehicle 4% BID 8% BID 12% BID 12% QD The Modified Intent-to-Treat Population (mITT) consists of all subjects who are randomized and completed the study treatment. 17 *p<0.05

SB206 Phase 2 Safety and Tolerability (Safety Population) Vehicle All SB206 SB206 12% QD (N=66) (N=188) (N=47) Subjects who discontinued treatment due to adverse events (AEs) 0 7 (3.7%) 0 AEs leading to treatment discontinuation (subjects) Application site reaction (pain, erythema) 0 6 0 Worsening molluscum 0 1 0 Investigator assessment of irritation as defined by dryness, N = 60 N = 149 N = 41 erythema and peeling at Week 12 Mild 10 (16.7%) 45 (30.2%) 10 (24.4%) Moderate 2 (3.3%) 9 (6.0%) 2 (4.9%) Severe 0 1 (0.7%) 0 Very severe 0 0 0 Subject assessment of burning/stinging and itching at Week 12 N = 60 N = 149 N = 41 Slight 15 (25.0%) 39 (26.2%) 7 (17.1%) Mild 1 (1.7%) 15 (10.0%) 3 (7.3%) Moderate 0 4 (2.7%) 1 (2.4%) Strong / severe 0 0 0 18

Summary of SB206 Phase 2 Top Line Results ▪ Higher rates of complete clearance of all molluscum lesions at Week 12 for the three highest doses, 8% twice-daily, 12% twice-daily and 12% once- daily, more than double the rate observed in the vehicle group ▪ Statistically significant reductions in molluscum lesions as early as Week 2 with 12% once-daily ▪ Attractive safety and tolerability profile, a critical and highly appealing feature for a predominantly childhood disease ▪ No quantifiable levels of systemic exposure detected for SB206 12% twice or once-daily at Week 12 ▪ SB206 as a once-daily, at-home, caregiver-applied topical therapy with a rapid treatment benefit, if approved, would satisfy an important patient- care need for the treatment of molluscum 19

SB206 for the Treatment of Molluscum Path Forward ▪ Novan has requested an end-of-Phase 2 meeting with the FDA − This meeting would enable Novan and the FDA to agree on a Phase 3 development plan for molluscum with SB206 12% once-daily as the active treatment arm ▪ Following a successful end-of-Phase 2 meeting with the FDA, the Company plans to initiate a Phase 3 program of SB206 for molluscum in 1H 20191 ▪ Top line results from Phase 3 program possible by the end of 2019 or early in 2020 1. Subject to obtaining additional financing or strategic partnering 20

SB204 as a Potential Treatment for Acne Vulgaris ▪ In 2Q 2018, conducted a Type C meeting; focus was on the severe patient population ▪ In 3Q 2018, the FDA provided feedback in their minutes on two paths forward: − One additional pivotal trial for moderate-to-severe acne patients, or − Additional preliminary trials for a severe-only patient population ▪ We believe one additional pivotal Phase 3 trial in moderate-to-severe acne patients is most pragmatic path forward for Novan ▪ Recent positive Phase 3 acne clinical trial results from Cassiopea and Foamix, follow disappointing results from Dermira 21

Confirmatory SB204 Phase 3 Clinical Trial Optimizations ▪ We have executed a business arrangement with a specialized- dermatology Contract Research Organization (CRO) for trial start-up activities ▪ Trial Optimizations: − Increased patient density per clinical site relative to NI-AC301 or NI- AC302 − Fewer sites relative to NI-AC301 or NI-AC302 − Enrich patient selection – increase inflammatory lesion count at baseline relative to NI-AC301 or NI-AC302 − Train IGA Assessors, before and during trial; ensure consistency in assessing IGA scores − Photograph patients’ acne to support training and illustrate IGA scoring system 22

Atopic Dermatitis Overview ▪ ~22M Americans suffer from mild-to- moderate AD1 − ~80% of disease burden ▪ Typically patients are treated first line with topical therapies − Corticosteroids, calcineurin inhibitors and PDE4 inhibitors ▪ Nitric oxide targets the NLRP3 inflammasome and has the ability to impact multiple mechanisms of the disease2 1. https://nationaleczema.org/research/eczema-facts/ 2. Nat Rev Drug Discov. 2018 Aug;17(8):588-606. doi: 10.1038/nrd.2018.97. Epub 2018 Jul 20. Bruchard, M. et al. 2015. Nat. Immunol. 16(8):859-870.; Ting, J. et al. 2015 Nat. Immunol. 16(8):794-796.; Mishra B et al. Nat. Immunol. 2013; 14(1):52-60; Hollenbach, S. Effects of SB414 Cream on S. aureus and Tissue Cytokines in an Atopic Dermatitis Mouse Model. Presented at 2018 23 IID..

Mean Perceived Efficacy/Safety of Atopic Dermatitis Treatments 7.0 6.0 High-Potency Topical Biologics Corticosteroids (e.g. IL-13/IL-4 inhibitors) JAK/SYK 5.0 Inhibitors SB414 Mid-Potency Topical Target Corticosteroids 4.0 Product Profile Perceived Efficacy Perceived More Favorable Efficacy Favorable More Topical Calcineurin Inhibitors 3.0 Topical PDE4 Inhibitors Low-Potency Topical Corticosteroids 2.0 3.0 4.0 5.0 6.0 7.0 MorePerceived Favorable Safety Safety Note: Novan market research was derived from a survey of n=13 key opinion leaders in the atopic dermatitis space. The classes were rated on a scale of 1-7 (1 is least efficacious or unfavorable, 7 is most efficacious or favorable) for their perceived efficacy and safety in the treatment of atopic dermatitis regardless of the severity, location, or duration restriction on the label. 24

SB414 Phase 1b Trial Design for Atopic Dermatitis Trial Design pH Restoring Hydrogel 6% SB414 Cream Adults with Mild to 2% SB414 Cream Moderate Atopic Dermatitis Vehicle Cream n = 48 BID, 2 week treatment duration NVN1000 Ointment Self-emulsifying Randomized, double-blind, vehicle-controlled Phase 1b trial to assess: cream formulation upon admixture ▪ IL-4, IL-5, IL-13, and other key inflammatory cytokines ▪ Efficacy as measured by EASI (Eczema Area and Severity Index) score ▪ Efficacy as measured by Itch NRS – reported by subject on a 10-point numerical rating scale ▪ Safety and cutaneous tolerability (investigator and subject assessment) ▪ Systemic exposure via PK assessments of NVN1000 on Day 1 and Day 14 25

SB414 Phase 1b Atopic Dermatitis Trial Results Vehicle SB414 2% SB414 6% (N=14) (N=17) (N=17) Fold Change in Biomarkers over Vehicle at Wk 2 IL-4R - -2.5* -1.7 IL-5 - -7.1* -4.2 Confirmation of IL-13 - -10.5* -3.6 key biomarker downregulation IL-17A - -7.4* -1.0 IL-22 - -7.5* -1.8 Eczema Area and Severity Index (EASI) at Wk 2 Mean Change -1.0 -1.2 -1.8 Larger reductions in SB414 treated Median % Reduction 15.8% 28.6% 25.8% groups Pruritus (Itch) Numeric Rating Scale (NRS) at Wk 2 ≥ 3-point reduction (%) 43% 71% 59% Strong anti- ≥ 4-point reduction (%) 29% 59% 41% pruritic effect Treatment-Emergent Adverse Events (TEAE) General Disorders and 2 (14.3%) 0 (0%) 2 (11.8%) Low TEAEs Administration Site Conditions (%) *p<0.05 26

Cross Study Comparison of Atopic Dermatitis Biomarkers SB414 2% reduced key atopic dermatitis biomarkers to near non-lesional levels in 2 weeks of treatment Inflamm. Betamethasone Biomarker Vehicle1 Pimecrolimus 1%2 Non-Lesional Skin SB414 2%1 Pathway dipropionate 0.05%2 IL-4R N/A N/A IL-5 Th2 IL-13 IL-31 IL-22 S100A7 S100A8 Th22 S100A9 S100A12 IL-17A Th17 IL-17F N/A N/A Distance to Non-Lesional Skin: Flared Skin Striae Non-Lesional Skin 1. Novan SB414 2% Biomarker Data – Dr. Emma Guttman-Yassky Lab. 2. Guttman-Yassky et al. Molecular signatures order the potency of topically applied anti-inflammatory drugs in patients with 27 atopic dermatitis. J Allergy Clin Immunol 2017. Note: Shading of color depicts

Financial Update ▪ Cash balance at September 30, 2018 was $12.2 million ▪ Cash on hand along with the upfront payments expected from the Sato Amendment anticipated to provide a cash runway into late 2Q 2019 ▪ Operating model adjustments from fixed infrastructure to variable activities and costs, including: − Established strategic alliance with Orion Corporation in October 2018, enabling technology transfer and manufacture of our product candidates; − Realigned internal resources and reduced overall headcount in November 2018; − Evaluating current drug manufacturing capabilities and alternative structures that align with our operating strategy and the needs of current and potential future partners. ▪ Focused on pursuing relevant financing alternatives, with a particular emphasis on non-dilutive options, to strengthen the Company’s capital position and advance the business platform ▪ Established long-term performance-based bonus awards for all Tangible Stockholder Return Plan participants to align compensation incentives with interests of our shareholders 28

Previous 12 Months Objectives and Results Corporate Clinical o Further strengthened o Finalize SB204 (acne) business management team and board construct and clinical/regulatory o Execute on business pathway development interest around o SB206 (molluscum) Phase 2 platform and across trial top line results and clinical geographies path forward o De-risk the platform in order to o SB414 (psoriasis & atopic maximize shareholder value dermatitis) Phase 1b trial top o $35M Capital raise in January line results and clinical path forward 2018 29




Exhibit No.		Description

10.1		Separation and General Release Agreement, dated January 4, 2019, by and between Novan, Inc. and Nathan Stasko.

99.1		Press release dated January 2, 2019.

99.2		Corporate Overview published January 7, 2019.



	(d)	Exhibits