|
|
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
77-0551645
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
|
|
|
7555 Gateway Boulevard
Newark, California 94560
(510) 742-3400
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
|
|
Title of Each Class
|
|
Name of Exchange on Which Registered
|
Common Stock, par value $0.001 per share
|
|
The Nasdaq Stock Market LLC
|
Large accelerated filer
|
¨
|
Accelerated filer
|
x
|
|
|
|
|
Non-accelerated filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
|
|
|
|
|
|
Emerging growth company
|
x
|
|
|
|
|
|
|
Page
|
|
||
Item 1
|
||
Item 1A
|
||
Item 1B
|
||
Item 2
|
||
Item 3
|
||
Item 4
|
||
|
|
|
|
||
Item 5
|
||
Item 6
|
||
Item 7
|
||
Item 7A
|
||
Item 8
|
||
Item 9
|
||
Item 9A
|
||
Item 9B
|
||
|
|
|
|
||
Item 10
|
||
Item 11
|
||
Item 12
|
||
Item 13
|
||
Item 14
|
||
|
|
|
|
||
Item 15
|
||
Item 16
|
|
|
|
|
•
|
our expectations regarding the results, timing and completion of our clinical trials and regulatory submissions needed for the approval of RT002 injectable for the treatment of glabellar (frown) lines, muscle movement disorders, including cervical dystonia, and plantar fasciitis, in the United States, Europe and other countries;
|
•
|
our expectations regarding our future development of RT002 injectable and our topical product candidate for other indications;
|
•
|
our expectations regarding the development of future product candidates;
|
•
|
the potential for commercialization by us of RT002 injectable, if approved;
|
•
|
our expectations regarding the potential market size, opportunity and growth potential for RT002 injectable and our topical product candidate, if approved for commercial use;
|
•
|
our belief that RT002 injectable and our topical product candidate can expand the overall botulinum toxin market;
|
•
|
our ability to build our own sales and marketing capabilities, or seek collaborative partners including distributors, to commercialize our product candidates, if approved;
|
•
|
our ability to manufacture in our facility and to scale up our manufacturing capabilities and those of future third-party manufacturers if our product candidates are approved;
|
•
|
estimates of our expenses, future revenue, capital requirements and our needs for additional financing;
|
•
|
the timing or likelihood of regulatory filings and approvals;
|
•
|
our ability to advance product candidates into, and successfully complete, clinical trials;
|
•
|
the implementation of our business model, and strategic plans for our business, product candidates and technology;
|
•
|
the initiation, timing, progress and results of future preclinical studies and clinical trials and our research and development programs;
|
•
|
the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and technology;
|
•
|
our ability to establish collaborations or obtain additional funding;
|
•
|
our expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act;
|
•
|
our financial performance; and
|
•
|
developments and projections relating to our competitors and our industry.
|
ITEM 1.
|
BUSINESS
|
PIPELINE
|
PRECLINICAL
|
PHASE 1
|
PHASE 2
|
PHASE 3
|
2018 PLANNED MILESTONES
|
|||||||||
|
||||||||||||||
|
||||||||||||||
Glabellar (Frown) Lines (RT002)
|
|
|
|
|
|
Complete Phase 3 open-label - 2H 2018
|
||||||||
|
||||||||||||||
Cervical Dystonia (RT002)
|
|
|
|
|
Initiate Phase 3 program - 2Q 2018
|
|||||||||
|
||||||||||||||
Plantar Fasciitis (RT002)
|
|
|
|
|
|
|
Complete Phase 2a 16-week study - Q1 2018
|
|||||||
|
||||||||||||||
Topical Program
|
|
|
|
|
|
|
•
|
RT002 injectable may permit longer lasting effect up to 6 months and increase response rates.
|
•
|
RT002 injectable may also provide the ability to administer higher doses without associated adverse events.
This could potentially decrease unwanted side effects like eyelid ptosis (droopy eyelids), which leads to patient dissatisfaction.
|
•
|
RT002 injectable may be simple to use and consistent with the method of administration of current treatments.
|
•
|
RT002 injectable may lead to more sustained patient satisfaction between treatments, which is critical for self-pay procedures.
|
•
|
RT002 injectable could potentially enable physicians to expand their practices by appealing to consumers who are unwilling to come in multiple times per year to sustain the benefits of treatment.
|
•
|
Physicians may be willing to pay more for RT002 injectable compared to currently available neuromodulators with the belief that they could easily pass that cost along to their patients, who would be willing to pay for increased duration of effect.
|
•
|
In Phase 2 and Phase 3 studies, RT002 injectable appeared to be well-tolerated with no significant safety concerns.
|
•
|
96% of subjects were rated with None or Mild wrinkle severity at maximum frown 4 weeks post-treatment using the GLSS as assessed by the clinical investigator.
|
•
|
83% of subjects assessed themselves as achieving None or Mild wrinkles at maximum frown at the same time point.
|
•
|
In the final cohort, which was the only cohort where duration of effect was measured, RT002 injectable achieved a median duration of 29.4 weeks or seven months based on both investigator and subject Glabellar Line Severity Scale scores better than baseline.
|
•
|
In this final cohort, 60% of subjects maintained None or Mild wrinkle severity at 6 months.
|
•
|
RT002 injectable was well-tolerated, and there was no evidence of spread beyond the treatment site at any dose; additionally, adverse event rates did not change in frequency, severity, or type with increasing doses.
|
•
|
Over-the-counter antiperspirants (78%)
|
•
|
Prescription antiperspirants (77%)
|
•
|
Oral medication (53%)
|
•
|
Botulinum Toxin Injections (41%)
|
•
|
Iontophoresis, or the use of electrical current on skin (38%)
|
•
|
Surgery (13%)
|
•
|
Other (10%)
|
•
|
Complete RT002 Injectable Clinical Development and File for Marketing Approval in Frown Lines in the U.S. Followed by Europe.
We announced positive top-line results for DaxibotulinumtoxinA for Injection (RT002) in alleviating moderate-to-severe glabellar lines in two randomized, double-blind, placebo-controlled pivotal Phase 3
|
•
|
Advance RT002 Injectable Clinical Development for Therapeutic Indications.
We reported Phase 2 results for cervical dystonia in November 2017 and Phase 2a results for plantar fasciitis in January 2018. We plan to initiate our Phase 3 program for the treatment of cervical dystonia in the second quarter of 2018. We are evaluating future development of RT002 injectable in other indications where longer-duration, provides enhanced patient care.
|
•
|
Build Our Own Sales and Marketing Capabilities To Commercialize RT002 Injectable in North America.
We have expanded our pre-commercial activities in anticipation of approval of RT002 in glabellar lines. If RT002 injectable is approved for the treatment of glabellar lines by the FDA, we intend to expand our own commercial organization in North America. Specifically, we plan to build a specialty sales force to target key physicians who perform the majority of aesthetic procedures, including dermatologists, plastic surgeons, facial plastic surgeons, and oculoplastic surgeons.
|
•
|
Expand the Global Opportunity for Botulinum Toxin Products
. We believe RT002 injectable has the ability to expand the botulinum toxin opportunity by appealing to patients who seek a long-lasting effect. We also believe our topical product candidate and other possible dose forms can expand the overall botulinum toxin opportunity beyond the current patient base by bringing in new patients who would prefer a needle-free approach to treatment and a more tolerable procedure.
|
•
|
Establish Selective Strategic Partnerships to Maximize the Commercial Potential of our Product Candidates and our Proprietary Peptide Technology
. Outside of North America, we plan to evaluate whether to commercialize our product candidates on our own or in collaboration with potential partners and distributors. Specifically, assuming regulatory approval of RT002 injectable outside of the United States, we will evaluate whether to build in-house commercial capabilities in one or more countries outside of the U.S. and Canada or to seek commercialization partners to maximize the profitability of RT002 injectable. Additionally, our proprietary peptide technology can be used for molecules other than botulinum toxin. We plan to partner or license the peptide technology opportunistically to monetize our technology platform.
|
•
|
Maximize the Value of our Botulinum Toxin Cell Line and Manufacturing Assets
. We have developed an integrated manufacturing, analytics, research and development facility that is capable of producing proprietary forms of botulinum toxin for Revance and for potential future partners.
|
•
|
BOTOX
®
and BOTOX Cosmetic®, marketed by Allergan, Inc., since its original approval by the FDA in 1989, has been approved for multiple indications, including glabellar lines, forehead lines, crow’s feet, axillary hyperhidrosis, upper and lower limb spasticity, cervical dystonia, strabismus, blepharospasm, chronic migraine, incontinence, and overactive bladder. Allergan is a leading global pharmaceutical company with significant research, discovery, and delivery capabilities.
|
•
|
Dysport
®
, an injectable botulinum toxin for the treatment of cervical dystonia, glabellar lines and upper and lower limb spasticity, is marketed by Ipsen Ltd., or Ipsen, and Galderma, a Nestle company. Galderma has rights to market the product in the United States and Canada. Dysport® was approved by the FDA in 2009. Ipsen received marketing authorization for a cosmetic indication for Dysport
®
in Germany. Ipsen granted Galderma an exclusive development and marketing license for Dysport
®
for cosmetic indications in the European Union, Russia, Eastern Europe and the Middle East, and first rights of negotiation for other countries around the world, except the United States, Canada and Japan. Galderma is Ipsen’s sole distributor for Dysport
®
in Brazil, Argentina and Paraguay. The health authorities of 15 European Union countries have also approved Dysport
®
for glabellar lines under the trade name Azzalure
®
. Ipsen and Syntaxin are engaged in a research collaboration agreement to develop native and engineered formats of botulinum toxin.
|
•
|
Myobloc
®
, a neuromodulator currently marketed by US WorldMeds and approved by the FDA in 2000 for the treatment of cervical dystonia.
|
•
|
Xeomin
®
, an injectable botulinum toxin for the treatment of cervical dystonia, glabellar lines, blepharospasm, and upper limb spasticity, is marketed by Merz Pharma, or Merz. Xeomin is approved by the FDA for cervical dystonia and blepharospasm in adults, glabellar lines, and the treatment of upper limb spasticity. Xeomin
®
is also currently approved for glabellar lines in Korea, Argentina and Mexico, and therapeutic indications in most countries in the European Union as well as Canada and certain countries in Latin America and Asia. Bocouture
®
(rebranded from Xeomin
®
), marketed by Merz, has approval for glabellar lines in Germany and the European Union.
|
•
|
completion of preclinical laboratory tests, animal studies and formulation studies performed in accordance with the FDA’s current good laboratory practices, or GLP regulations;
|
•
|
submission to the FDA of an IND which must become effective before human clinical trials in the United States may begin;
|
•
|
approval by an institutional review board, or IRB, at each clinical trial site before each trial may be initiated;
|
•
|
performance of adequate and well-controlled human clinical trials in accordance with the FDA’s current good clinical practices, or GCP regulations to establish the safety and efficacy of the product candidate for its intended use;
|
•
|
submission to the FDA of a BLA;
|
•
|
satisfactory completion of an FDA inspection, if the FDA deems it as a requirement, of the manufacturing facility or facilities where the product is produced to assess compliance with the FDA’s current good manufacturing practice standards, or cGMP regulations to assure that the facilities, methods and controls are adequate to preserve the product’s identity, strength, potency, quality and purity, as well as compliance with applicable Quality System Regulations, or QSR, for devices;
|
•
|
potential inspections by the FDA of the nonclinical and clinical trial sites that generated the data in support of the BLA;
|
•
|
potential review of the BLA by an external advisory committee to the FDA, whose recommendations are not binding on the FDA; and
|
•
|
FDA review and approval of the BLA prior to any commercial marketing or sale.
|
•
|
Phase 1.
The product candidate is initially introduced into a limited population of healthy human subjects and tested for safety, dosage tolerance, absorption, metabolism, distribution and excretion. In the case of some products for some diseases, or when the product may be too inherently toxic to ethically administer to healthy volunteers, the initial human testing is often conducted in patients with the disease or condition for which the product candidate is intended to gain an early indication of its effectiveness.
|
•
|
Phase 2.
The product candidate is evaluated in a limited patient population, but larger than in Phase 1, to identify possible adverse events and safety risks, to preliminarily evaluate the efficacy of the product for specific targeted indications and to assess dosage tolerance, optimal dosage and dosing schedule.
|
•
|
Phase 3.
Clinical trials are undertaken to further evaluate dosage, and provide substantial evidence of clinical efficacy and safety in an expanded patient population, such as several hundred to several thousand, at geographically dispersed clinical trial sites. Phase 3 clinical trials are typically conducted when Phase 2 clinical trials demonstrate that a dose range of the product candidate is effective and has an acceptable safety profile. These trials typically have at least 2 groups of patients who, in a blinded fashion, receive either the product or a placebo. Phase 3 clinical trials are intended to establish the overall risk/benefit ratio of the product and provide an adequate basis for product labeling. Generally, two adequate and well-controlled Phase 3 clinical trials are required by the FDA for approval of a BLA.
|
ITEM 1A.
|
RISK FACTORS
|
•
|
timely completion of, or need to conduct additional, clinical trials, including our clinical trials for RT002 injectable, topical, and any future product candidates, which may be significantly slower or cost more than we currently anticipate and will depend substantially upon the number and design of such trials and the accurate and satisfactory performance of third-party contractors;
|
•
|
our ability to demonstrate the effectiveness and differentiation of our products on a consistent basis as compared to existing or future therapies;
|
•
|
our ability to demonstrate to the satisfaction of the FDA, the safety and efficacy of RT002 injectable, our topical product candidate, or any future product candidates through clinical trials;
|
•
|
whether we are required by the FDA or other similar foreign regulatory agencies to conduct additional clinical trials to support the approval of RT002 injectable, our topical product candidate, or any future product candidates;
|
•
|
our success in educating physicians and patients about the benefits, administration and use of RT002 injectable, our topical product candidate, or any future product candidates, if approved;
|
•
|
the prevalence and severity of adverse events experienced with our product candidates or future approved products;
|
•
|
the timely receipt of necessary marketing approvals from the FDA and similar foreign regulatory authorities;
|
•
|
the ability to raise additional capital on acceptable terms and in the time frames necessary to achieve our goals;
|
•
|
achieving and maintaining compliance with all regulatory requirements applicable to RT002 injectable, our topical product candidate, or any future product candidates or approved products;
|
•
|
the availability, perceived advantages, relative cost, relative safety and relative efficacy of alternative and competing treatments;
|
•
|
the effectiveness of our own or our future potential strategic collaborators’ marketing, sales and distribution strategy and operations;
|
•
|
our ability to manufacture clinical trial supplies of RT002 injectable, our topical product candidate, or any future product candidates and to develop, validate and maintain a commercially viable manufacturing process that is compliant with current good manufacturing practices, or cGMP;
|
•
|
our ability to successfully commercialize RT002 injectable, our topical product candidate, or any future product candidates, if approved for marketing and sale, whether alone or in collaboration with others;
|
•
|
our ability to enforce our intellectual property rights in and to RT002 injectable, our topical product candidate, or any future product candidates;
|
•
|
our ability to avoid third-party patent interference or intellectual property infringement claims;
|
•
|
acceptance of RT002 injectable, our topical product candidate, or any future product candidates, if approved, as safe and effective by patients and the medical community; and
|
•
|
the continued acceptable safety profile of RT002 injectable, our topical product candidate, or any future product candidates following approval.
|
•
|
our inability to demonstrate to the satisfaction of the FDA or an applicable foreign regulatory body that RT002 injectable, topical, or any future product candidates are safe and effective for the requested indication;
|
•
|
our inability to demonstrate preclinical proof of concept of topical or other products in future, new indications;
|
•
|
the FDA’s or an applicable foreign regulatory agency’s disagreement with the trial protocol or the interpretation of data from preclinical studies or clinical trials;
|
•
|
our inability to demonstrate that clinical and other benefits of RT002 injectable, topical, or any future product candidates outweigh any safety or other perceived risks;
|
•
|
the FDA’s or an applicable foreign regulatory agency’s requirement for additional preclinical or clinical studies;
|
•
|
the FDA’s or an applicable foreign regulatory agency’s non-approval of the formulation, labeling or the specifications of RT002 injectable, topical, or any future product candidates;
|
•
|
the FDA’s or an applicable foreign regulatory agency’s failure to approve our manufacturing processes or facilities, or the manufacturing processes or facilities of third-party manufacturers with which we contract; or
|
•
|
the potential for approval policies or regulations of the FDA or an applicable foreign regulatory agency to significantly change in a manner rendering our clinical data insufficient for approval.
|
•
|
the results of our clinical trials for RT002 injectable and preclinical trials of our topical product candidate or any future product candidates;
|
•
|
the timing of, and the costs involved in, obtaining regulatory approvals for RT002 injectable, or any future product candidates including topical;
|
•
|
the number and characteristics of any additional product candidates we develop or acquire;
|
•
|
the scope, progress, results and costs of researching and developing and conducting preclinical and clinical trials of RT002 injectable, topical, or any future product candidates;
|
•
|
the cost of commercialization activities if RT002 injectable or any future product candidates including topical are approved for sale, including marketing, sales and distribution costs;
|
•
|
the cost of manufacturing RT002 injectable, topical, or any future product candidates and any products we successfully commercialize and maintaining our related facilities;
|
•
|
our ability to establish and maintain strategic collaborations, licensing or other arrangements and the terms of and timing such arrangements;
|
•
|
the degree and rate of market acceptance of any future approved products;
|
•
|
the emergence, approval, availability, perceived advantages, relative cost, relative safety and relative efficacy of alternative and competing products or treatments;
|
•
|
any product liability or other lawsuits related to our products;
|
•
|
the expenses needed to attract and retain skilled personnel;
|
•
|
any litigation, including litigation costs and the outcome of such litigation;
|
•
|
the costs associated with being a public company;
|
•
|
the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims, including litigation costs and the outcome of such litigation; and
|
•
|
the timing, receipt and amount of sales of, or royalties on, future approved products, if any.
|
•
|
the effectiveness and duration of effect of our product as compared to existing therapies;
|
•
|
physician willingness to adopt a new therapy to treat glabellar lines, cervical dystonia, plantar fasciitis or other aesthetic or therapeutic indications;
|
•
|
patient satisfaction with the results and administration of our product and overall treatment experience;
|
•
|
patient demand for the treatment of glabellar lines, cervical dystonia, plantar fasciitis or other aesthetic or therapeutic indications;
|
•
|
the willingness of third-party payors to reimburse physicians or patients for RT002 injectable and any future products we may commercialize for therapeutic indications; and
|
•
|
the revenue and profitability that our product will offer a physician as compared to alternative therapies.
|
•
|
the safety and efficacy of the product as demonstrated in clinical trials;
|
•
|
the clinical indications for which the product is approved;
|
•
|
acceptance by physicians, major operators of clinics and patients of the product as a safe and effective treatment;
|
•
|
the proper training and administration of our products by physicians and medical staff;
|
•
|
the potential and perceived advantages of our products over alternative treatments;
|
•
|
the cost of treatment in relation to alternative treatments and willingness to pay for our products, if approved, on the part of payors and patients;
|
•
|
the willingness of patients to pay for RT002 injectable, our topical product candidate, and other aesthetic treatments in general, relative to other discretionary items, especially during economically challenging times;
|
•
|
the willingness of third-party payors to reimburse physicians or patients for RT002 injectable and any future products we may commercialize for therapeutic indications;
|
•
|
the relative convenience and ease of administration;
|
•
|
the prevalence and severity of adverse events; and
|
•
|
the effectiveness of our sales and marketing efforts.
|
•
|
obtain regulatory approval to commence a trial;
|
•
|
reach agreement on acceptable terms with prospective CROs and clinical trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites;
|
•
|
obtain institutional review board, or IRB, approval at each site;
|
•
|
recruit suitable subjects to participate in a trial;
|
•
|
have subjects complete a trial or return for post-treatment follow-up;
|
•
|
ensure clinical sites observe trial protocol or continue to participate in a trial;
|
•
|
address any patient safety concerns that arise during the course of a trial;
|
•
|
address any conflicts with new or existing laws or regulations;
|
•
|
add a sufficient number of clinical trial sites; or
|
•
|
manufacture sufficient quantities of product candidate for use in clinical trials.
|
•
|
manage our clinical trials and manufacturing operations effectively;
|
•
|
identify, recruit, retain, incentivize and integrate additional employees;
|
•
|
manage our internal development efforts effectively while carrying out our contractual obligations to third parties; and
|
•
|
continue to improve our operational, financial and management controls, reporting systems and procedures.
|
•
|
the success of any sales and marketing programs that we, or any third parties we engage, undertake, and as to which we have limited experience;
|
•
|
the extent to which physicians recommend RT002 injectable to their patients;
|
•
|
the extent to which RT002 injectable satisfies patient expectations;
|
•
|
our ability to properly train physicians in the use of RT002 injectable or such that their patients do not experience excessive discomfort during treatment or adverse side effects;
|
•
|
the cost, safety and effectiveness of RT002 injectable versus other aesthetic treatments;
|
•
|
consumer sentiment about the benefits and risks of aesthetic procedures generally and RT002 injectable in particular;
|
•
|
the success of any direct-to-consumer marketing efforts we may initiate; and
|
•
|
general consumer confidence, which may be impacted by general economic and political conditions.
|
•
|
decreased demand for RT002 injectable or any future product candidates or products we develop;
|
•
|
injury to our reputation and significant negative media attention;
|
•
|
withdrawal of clinical trial participants or cancellation of clinical trials;
|
•
|
costs to defend the related litigation;
|
•
|
a diversion of management’s time and our resources;
|
•
|
substantial monetary awards to trial participants or patients;
|
•
|
regulatory investigations, product recalls, withdrawals or labeling, marketing or promotional restrictions;
|
•
|
loss of revenue; and
|
•
|
the inability to commercialize any products we develop.
|
•
|
the research methodology used may not be successful in identifying potential product candidates;
|
•
|
competitors may develop alternatives that render our product candidates obsolete or less attractive;
|
•
|
product candidates we develop may nevertheless be covered by third parties’ patents or other exclusive rights;
|
•
|
a product candidate may on further study be shown to have harmful side effects or other characteristics that indicate it is unlikely to be effective or otherwise does not meet applicable regulatory criteria;
|
•
|
a product candidate may not be capable of being produced in commercial quantities at an acceptable cost, or at all;
|
•
|
a product candidate may not be accepted as safe and effective by patients, the medical community or third-party payors, if applicable; and
|
•
|
intellectual property rights of third parties may potentially block our entry into certain markets or make such entry economically impracticable.
|
•
|
warning letters;
|
•
|
civil and criminal penalties;
|
•
|
injunctions;
|
•
|
withdrawal of approved products;
|
•
|
product seizure or detention;
|
•
|
product recalls;
|
•
|
total or partial suspension of production; and
|
•
|
refusal to approve pending BLAs or supplements to approved BLAs.
|
•
|
a product candidate may not be deemed safe, effective, or of required quality;
|
•
|
FDA officials may not find the data from preclinical studies and clinical trials sufficient;
|
•
|
the FDA might not approve our third-party manufacturers’ processes or facilities; or
|
•
|
the FDA may change its approval policies or adopt new regulations.
|
•
|
restrictions on the marketing or manufacturing of the product, withdrawal of the product from the market, or voluntary or mandatory product recalls;
|
•
|
fines, warning letters or holds on clinical trials;
|
•
|
refusal by the FDA to approve pending applications or supplements to approved applications submitted by us or our strategic collaborators, or suspension or revocation of product license approvals;
|
•
|
product seizure or detention, or refusal to permit the import or export of products; and
|
•
|
injunctions or the imposition of civil or criminal penalties.
|
•
|
changes to manufacturing methods;
|
•
|
recall, replacement, or discontinuance of one or more of our products; and
|
•
|
additional recordkeeping.
|
•
|
regulatory or legal developments in the United States and foreign countries;
|
•
|
results from or delays in clinical trials of our product candidates, including our ongoing SAKURA Phase 3 clinical program in glabellar lines and our Phase 2 program in plantar fasciitis as well as our Phase 3 clinical program in cervical dystonia, all with RT002 injectable;
|
•
|
announcements of regulatory approval or disapproval of RT002 injectable or any future product candidates;
|
•
|
FDA or other U.S. or foreign regulatory actions or guidance affecting us or our industry;
|
•
|
introductions and announcements of new products by us, any commercialization partners or our competitors, and the timing of these introductions and announcements;
|
•
|
variations in our financial results or those of companies that are perceived to be similar to us;
|
•
|
changes in the structure of healthcare payment systems;
|
•
|
announcements by us or our competitors of significant acquisitions, licenses, strategic partnerships, joint ventures or capital commitments;
|
•
|
market conditions in the pharmaceutical and biotechnology sectors and issuance of securities analysts’ reports or recommendations;
|
•
|
quarterly variations in our results of operations or those of our future competitors;
|
•
|
changes in financial estimates or guidance, including our ability to meet our future revenue and operating profit or loss estimates or guidance;
|
•
|
sales of substantial amounts of our stock by insiders and large stockholders, or the expectation that such sales might occur;
|
•
|
general economic, industry and market conditions;
|
•
|
additions or departures of key personnel;
|
•
|
intellectual property, product liability or other litigation against us;
|
•
|
expiration or termination of our potential relationships with customers and strategic partners; and
|
•
|
other factors described in this “Risk Factors” section.
|
•
|
only one of our three classes of directors will be elected each year;
|
•
|
no cumulative voting in the election of directors;
|
•
|
the ability of our board of directors to issues shares of preferred stock and determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval;
|
•
|
the exclusive right of our board of directors to elect a director to fill a vacancy or newly created directorship;
|
•
|
stockholders will not be permitted to take actions by written consent;
|
•
|
stockholders cannot call a special meeting of stockholders;
|
•
|
stockholders must give advance notice to nominate directors or submit proposals for consideration at stockholder meetings;
|
•
|
the ability of our board of directors, by a majority vote, to amend the bylaws; and
|
•
|
the requirement for the affirmative vote of at least 66 2/3% or more of the outstanding common stock to amend many of the provisions described above.
|
•
|
We will indemnify our directors and officers for serving us in those capacities, or for serving other business enterprises at our request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful.
|
•
|
We may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law.
|
•
|
We are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification.
|
•
|
We will not be obligated pursuant to our amended and restated bylaws to indemnify a person with respect to proceedings initiated by that person against us or our other indemnitees, except with respect to proceedings authorized by our board of directors or brought to enforce a right to indemnification.
|
•
|
The rights conferred in our amended and restated bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons.
|
•
|
We may not retroactively amend our amended and restated bylaw provisions to reduce our indemnification obligations to directors, officers, employees and agents.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
High
|
|
Low
|
||||
2017
|
|
|
|
||||
First Quarter
|
$
|
24.30
|
|
|
$
|
18.00
|
|
Second Quarter
|
$
|
28.30
|
|
|
$
|
18.42
|
|
Third Quarter
|
$
|
28.70
|
|
|
$
|
22.05
|
|
Fourth Quarter
|
$
|
37.20
|
|
|
$
|
24.50
|
|
|
|
|
|
||||
2016
|
|
|
|
||||
First Quarter
|
$
|
34.55
|
|
|
$
|
15.63
|
|
Second Quarter
|
$
|
20.95
|
|
|
$
|
12.62
|
|
Third Quarter
|
$
|
17.94
|
|
|
$
|
12.54
|
|
Fourth Quarter
|
$
|
21.85
|
|
|
$
|
12.35
|
|
Company/Index
|
2/6/2014
|
3/31/2014
|
6/30/2014
|
9/30/2014
|
12/31/2014
|
3/31/2015
|
6/30/2015
|
9/30/2015
|
12/31/2015
|
Revance Therapeutics, Inc.
|
$100.00
|
$196.88
|
$212.50
|
$120.81
|
$105.88
|
$129.56
|
$199.88
|
$186.00
|
$213.50
|
Nasdaq Biotechnology Index
|
$100.00
|
$99.80
|
$108.67
|
$115.72
|
$128.67
|
$145.74
|
$156.71
|
$128.61
|
$143.81
|
Nasdaq Composite Index
|
$100.00
|
$103.67
|
$109.18
|
$111.62
|
$117.98
|
$122.45
|
$124.94
|
$116.08
|
$126.20
|
|
|
|
|
|
|
|
|
|
|
Company/Index
|
3/31/2016
|
6/30/2016
|
9/30/2016
|
12/31/2016
|
3/31/2017
|
6/30/2017
|
9/30/2017
|
12/31/2017
|
|
Revance Therapeutics, Inc.
|
$109.13
|
$85.00
|
$101.31
|
$129.38
|
$130.00
|
$165.00
|
$172.19
|
$223.44
|
|
Nasdaq Biotechnology Index
|
$110.90
|
$109.66
|
$123.36
|
$113.11
|
$125.37
|
$132.73
|
$143.00
|
$137.58
|
|
Nasdaq Composite Index
|
$123.13
|
$122.84
|
$135.15
|
$137.39
|
$151.30
|
$157.60
|
$167.16
|
$178.11
|
|
Period
|
Total Number of Shares Purchased (i)
|
|
Weighted-Average Price Paid per Share (ii)
|
|
Total Number of Share Purchased as Part of Publicly Announced Plan or Programs
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan or Programs (in thousands)
|
||||||
October 1 through October 31, 2017
|
366
|
|
|
$
|
26.53
|
|
|
—
|
|
|
—
|
|
|
November 1 through November 30, 2017
|
1,175
|
|
|
25.02
|
|
|
—
|
|
|
—
|
|
||
December 1 through December 31, 2017
|
3,229
|
|
|
32.15
|
|
|
—
|
|
|
—
|
|
||
Total
|
4,770
|
|
|
$
|
29.94
|
|
|
—
|
|
|
$
|
—
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
262
|
|
|
$
|
300
|
|
|
$
|
300
|
|
|
$
|
383
|
|
|
$
|
617
|
|
Total operating expenses
|
$
|
120,686
|
|
|
$
|
88,515
|
|
|
$
|
72,617
|
|
|
$
|
52,433
|
|
|
$
|
38,842
|
|
Loss from operations
|
$
|
(120,424
|
)
|
|
$
|
(88,215
|
)
|
|
$
|
(72,317
|
)
|
|
$
|
(52,050
|
)
|
|
$
|
(38,225
|
)
|
Interest expense
|
$
|
(457
|
)
|
|
$
|
(1,082
|
)
|
|
$
|
(1,190
|
)
|
|
$
|
(10,672
|
)
|
|
$
|
(15,164
|
)
|
Net loss
|
$
|
(120,587
|
)
|
|
$
|
(89,270
|
)
|
|
$
|
(73,476
|
)
|
|
$
|
(62,917
|
)
|
|
$
|
(52,448
|
)
|
Net income (loss) attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
(1)
|
$
|
(120,587
|
)
|
|
$
|
(89,270
|
)
|
|
$
|
(73,476
|
)
|
|
$
|
(62,917
|
)
|
|
$
|
258
|
|
Diluted
(1)
|
$
|
(120,587
|
)
|
|
$
|
(89,270
|
)
|
|
$
|
(73,476
|
)
|
|
$
|
(62,917
|
)
|
|
$
|
1,083
|
|
Net income (loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
(1)
|
$
|
(4.01
|
)
|
|
$
|
(3.18
|
)
|
|
$
|
(3.02
|
)
|
|
$
|
(3.24
|
)
|
|
$
|
1.17
|
|
Diluted
(1)
|
$
|
(4.01
|
)
|
|
$
|
(3.18
|
)
|
|
$
|
(3.02
|
)
|
|
$
|
(3.24
|
)
|
|
$
|
1.05
|
|
Weighted-average number of shares used in computing net income (loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
(1)
|
30,101,125
|
|
|
28,114,784
|
|
|
24,340,466
|
|
|
19,391,523
|
|
|
220,220
|
|
|||||
Diluted
(1)
|
30,101,125
|
|
|
28,114,784
|
|
|
24,340,466
|
|
|
19,391,523
|
|
|
1,029,150
|
|
(1)
|
For all periods presented these amounts reflect the one-for-fifteen reverse stock split effected on February 3, 2014.
|
|
As of December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
282,896
|
|
|
$
|
63,502
|
|
|
$
|
201,615
|
|
|
$
|
171,032
|
|
|
$
|
3,914
|
|
Investments
|
$
|
—
|
|
|
$
|
122,026
|
|
|
$
|
52,439
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Working capital surplus (deficit)
|
$
|
264,309
|
|
|
$
|
173,048
|
|
|
$
|
241,926
|
|
|
$
|
162,495
|
|
|
$
|
(42,747
|
)
|
Total assets
|
$
|
295,699
|
|
|
$
|
204,360
|
|
|
$
|
275,822
|
|
|
$
|
192,469
|
|
|
$
|
22,645
|
|
Note payable, net of current portion
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,632
|
|
Financing obligation, net of current portion
|
$
|
—
|
|
|
$
|
1,872
|
|
|
$
|
5,346
|
|
|
$
|
598
|
|
|
$
|
—
|
|
Convertible preferred stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
123,982
|
|
Accumulated deficit
|
$
|
(542,167
|
)
|
|
$
|
(421,543
|
)
|
|
$
|
(332,273
|
)
|
|
$
|
(258,797
|
)
|
|
$
|
(195,880
|
)
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Years Ended December 31,
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
%
|
|
%
|
||||||||
|
(In thousands, except percentages)
|
||||||||||||||||
Relastin Royalty
|
262
|
|
|
300
|
|
|
300
|
|
|
(13
|
)%
|
|
—
|
%
|
|||
Total revenue
|
$
|
262
|
|
|
$
|
300
|
|
|
$
|
300
|
|
|
(13
|
)%
|
|
—
|
%
|
•
|
salaries and related expenses for personnel in research and development functions, including stock-based compensation;
|
•
|
expenses related to the initiation and completion of clinical trials for RT002 injectable and our topical product candidate, including expenses related to production of clinical supplies;
|
•
|
fees paid to clinical consultants, clinical trial sites, clinical research organizations (CROs) and other vendors, including all related fees for investigator grants, patient screening fees, laboratory work and statistical compilation and analysis;
|
•
|
other consulting fees paid to third parties;
|
•
|
expenses related to establishment and maintenance of our own manufacturing facilities;
|
•
|
expenses related to the manufacture of drug substance and drug product supplies for ongoing and future preclinical and clinical trials;
|
•
|
expenses to support our product development and establish manufacturing capabilities to support potential future commercialization of any products for which we may obtain regulatory approval;
|
•
|
expenses related to license fees and milestone payments under in-licensing agreements;
|
•
|
expenses related to compliance with drug development regulatory requirements in the United States, the European Union and other foreign jurisdictions; and
|
•
|
depreciation and other allocated expenses.
|
|
Year Ended December 31,
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
|||||||||
|
2017
|
|
2016
|
|
2015
|
|
%
|
|
%
|
|||||
|
(In thousands, except percentages)
|
|||||||||||||
Finance and administration
|
23,084
|
|
|
19,790
|
|
|
17,396
|
|
|
17
|
%
|
|
14
|
%
|
Commercial
|
6,986
|
|
|
2,889
|
|
|
1,815
|
|
|
142
|
%
|
|
59
|
%
|
Stock-based compensation
|
7,328
|
|
|
6,396
|
|
|
5,877
|
|
|
15
|
%
|
|
9
|
%
|
Total general and administrative expenses
|
37,398
|
|
|
29,075
|
|
|
25,088
|
|
|
29
|
%
|
|
16
|
%
|
|
Year Ended December 31,
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
%
|
|
%
|
||||||||
|
(In thousands, except percentages)
|
||||||||||||||||
Loss on impairment
|
$
|
2,927
|
|
|
$
|
9,059
|
|
|
$
|
—
|
|
|
(68
|
)%
|
|
—
|
%
|
|
Years Ended December 31,
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
%
|
|
%
|
||||||||
|
(In thousands, except percentages)
|
||||||||||||||||
Interest income
|
$
|
1,410
|
|
|
$
|
1,170
|
|
|
$
|
231
|
|
|
21
|
%
|
|
406
|
%
|
Interest expense
|
(457
|
)
|
|
(1,082
|
)
|
|
(1,190
|
)
|
|
(58
|
)%
|
|
(9
|
)%
|
|||
Change in fair value of derivative liabilities associated with the Medicis settlement
|
(591
|
)
|
|
(608
|
)
|
|
127
|
|
|
(3
|
)%
|
|
(579
|
)%
|
|||
Other expense, net
|
(525
|
)
|
|
(535
|
)
|
|
(327
|
)
|
|
(2
|
)%
|
|
64
|
%
|
|||
Total net non-operating expenses
|
$
|
(163
|
)
|
|
$
|
(1,055
|
)
|
|
$
|
(1,159
|
)
|
|
(85
|
)%
|
|
(9
|
)%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
||||||||
|
2017
|
|
2016
|
|
2017
|
||||||
Cash, cash equivalents, and investments
|
$
|
282,896
|
|
|
$
|
185,528
|
|
|
$
|
97,368
|
|
Financing obligations
|
1,872
|
|
|
5,347
|
|
|
(3,475
|
)
|
|||
Working Capital
|
264,309
|
|
|
173,048
|
|
|
91,261
|
|
|||
Stockholders' Equity
|
268,845
|
|
|
177,071
|
|
|
91,774
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
(95,342
|
)
|
|
$
|
(59,827
|
)
|
|
$
|
(55,669
|
)
|
Investing activities
|
118,792
|
|
|
(75,499
|
)
|
|
(56,415
|
)
|
|||
Financing activities
|
195,944
|
|
|
(2,642
|
)
|
|
142,592
|
|
•
|
the results of our clinical trials for RT002 injectable and preclinical trials of our topical product candidate or any future product candidates;
|
•
|
the timing of, and the costs involved in, obtaining regulatory approvals for RT002 injectable, or any future product candidates including topical;
|
•
|
the number and characteristics of any additional product candidates we develop or acquire;
|
•
|
the scope, progress, results and costs of researching and developing and conducting preclinical and clinical trials of RT002 injectable, topical, or any future product candidates;
|
•
|
the cost of commercialization activities if RT002 injectable or any future product candidates including topical are approved for sale, including marketing, sales and distribution costs;
|
•
|
the cost of manufacturing RT002 injectable, topical, or any future product candidates and any products we successfully commercialize and maintaining our related facilities;
|
•
|
our ability to establish and maintain strategic collaborations, licensing or other arrangements and the terms of and timing such arrangements;
|
•
|
the degree and rate of market acceptance of any future approved products;
|
•
|
the emergence, approval, availability, perceived advantages, relative cost, relative safety and relative efficacy of alternative and competing products or treatments;
|
•
|
any product liability or other lawsuits related to our products;
|
•
|
the expenses needed to attract and retain skilled personnel;
|
•
|
any litigation, including litigation costs and the outcome of such litigation;
|
•
|
the costs associated with being a public company;
|
•
|
the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims, including litigation costs and the outcome of such litigation; and
|
•
|
the timing, receipt and amount of sales of, or royalties on, future approved products, if any.
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Expected term (in years)
|
6.0
|
|
|
6.0
|
|
|
6.0
|
|
Expected volatility
|
67.7
|
%
|
|
61.9
|
%
|
|
62.2
|
%
|
Risk-free interest rate
|
2.1
|
%
|
|
1.4
|
%
|
|
1.6
|
%
|
Dividend rate
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
•
|
Expected term
— The expected term represents the period that our options are expected to be outstanding and is calculated using the simplified method. We qualify for the simplified method as our stock options have the following characteristics: (i) granted at-the-money; (ii) exercisability is conditioned upon service through the vesting date; (iii) termination of service prior to vesting results in forfeiture; (iv) limited exercise period following termination of service; and (v) options are non-transferable and non-hedgeable, or “plain vanilla” options, and we have limited history of exercise data.
|
•
|
Expected volatility
— Beginning on January 1, 2017, the expected volatility is based on the historical volatility of a group of similar entities combined with the historical volatility of the Company, whereas prior to 2017, the
|
•
|
Risk-free interest rate
— The risk-free interest rate is based on the U.S. Treasury constant maturity rates with terms similar to the option’s expected term.
|
•
|
Dividend rate
— The expected dividend was assumed to be zero as we have never paid dividends and have no current plans to do so.
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations:
|
Total
|
|
Year 1
|
|
Years 2 to 3
|
|
Years 4 to 5
|
|
More than
5 Years
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Operating lease obligations
(1)
|
$
|
38,121
|
|
|
$
|
5,628
|
|
|
$
|
11,808
|
|
|
$
|
10,815
|
|
|
$
|
9,870
|
|
Financing obligations reflected on our balance sheet under GAAP
(2)
|
1,932
|
|
|
1,932
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
40,053
|
|
|
$
|
7,560
|
|
|
$
|
11,808
|
|
|
$
|
10,815
|
|
|
$
|
9,870
|
|
|
(1)
|
Operating lease agreements represent our obligations to make payments under non-cancelable lease agreements for our facilities and leased equipment.
|
(2)
|
Financing obligations reflected on our balance sheet under GAAP represents our obligation to make lease payments and the purchase price of the leased equipment under the Loan and Lease Agreement with Essex Capital.
|
•
|
We are obligated to pay milestone and royalties to List Laboratories on future sales of botulinum toxin products.
|
•
|
We also have one remaining future milestone payment of
$4.0 million
due and payable to Valeant Pharmaceuticals International, Inc. upon the achievement of regulatory approval for RT002 injectable or RT001 topical.
|
•
|
In 2016, we entered into an asset purchase agreement with Botulinum Toxin Research Associates, Inc., or BTRX (the "BTRX Purchase Agreement") in which we agreed to pay up to an additional $16.0 million in aggregate upon the satisfaction of specified milestones relating to our sales revenue, intellectual property, and clinical and regulatory events. In exchange, the Company acquired all rights, title and interest in a portfolio of botulinum toxin-related patents and patent applications from BTRX and was granted the right of first negotiation and first refusal with respect to other botulinum toxin-related patents owned or controlled by BTRX.
|
•
|
On April 11, 2016, we entered into an agreement with BioSentinel, Inc. to in-license their technology and expertise for research and development and manufacturing purposes. In addition to minimum quarterly use fees, we are obligated to make a one-time future milestone payment of
$0.3 million
payable to BioSentinel, Inc. upon the achievement of regulatory approval.
|
•
|
On March 14, 2017, the Company entered into a Technology Transfer, Validation and Commercial Fill/Finish Services Agreement (the “Services Agreement”) and Statement of Work ("SoW") with Ajinomoto Althea, Inc., a contract development and manufacturing organization (“Althea”). Under the Services Agreement, Althea has agreed, among other things, to provide the Company with a future source of commercial fill/finish services for the Company’s neuromodulator products. The Services Agreement has an initial term that will expire in seven years, unless terminated sooner by either party. In accordance with the Services Agreement, the Company will have minimum purchase obligations based on its production forecasts. As of December 31, 2017, the Company made non-refundable advanced payments of
$1.2 million
in accordance with the terms of the arrangement. The remaining services are cancellable at any time, with the Company required to pay costs incurred through the cancellation date.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
Age
|
Position(s)
|
Executive Officers
|
|
|
L. Daniel Browne
|
56
|
President, Chief Executive Officer and Director
|
Abhay Joshi, Ph.D.
|
55
|
Chief Operating Officer
|
Todd E. Zavodnick
|
46
|
Chief Commercial Officer and President, Aesthetics & Therapeutics
|
Lauren P. Silvernail
|
59
|
Chief Financial Officer and Chief Business Officer
|
•
|
appointing and retaining an independent registered public accounting firm to serve as independent auditor to audit our Consolidated Financial Statements, overseeing the independent auditor’s work and determining the independent auditor’s compensation;
|
•
|
approving in advance all audit services and non-audit services to be provided to us by our independent auditor;
|
•
|
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls, auditing or compliance matters, as well as for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;
|
•
|
reviewing and discussing with management and our independent auditor the results of the annual audit and the independent auditor’s review of our quarterly Consolidated Financial Statements; and
|
•
|
conferring with management and our independent auditor about the scope, adequacy and effectiveness of our internal accounting controls, the objectivity of our financial reporting and our accounting policies and practices.
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
•
|
L. Daniel Browne, President and Chief Executive Officer;
|
•
|
Todd E. Zavodnick, Chief Commercial Officer and President, Aesthetics & Therapeutics
|
•
|
Abhay Joshi, Ph.D., Chief Operating Officer.
|
Name and Principal Position
|
Year
|
Salary($)
|
|
Bonus($)
|
|
Stock Awards
|
Option
Awards($)
(2)
|
Nonequity Incentive Plan Compensation
(1)
|
All Other
Compensation($)
|
|
Total($)
|
||||||||||||||
L. Daniel Browne
|
2017
|
$
|
525,300
|
|
|
$
|
—
|
|
|
$
|
508,260
|
|
$
|
1,905,694
|
|
$
|
466,038
|
|
$
|
—
|
|
|
$
|
3,405,292
|
|
President and Chief
Executive Officer |
2016
|
$
|
510,000
|
|
|
$
|
—
|
|
|
$
|
428,000
|
|
$
|
1,689,835
|
|
$
|
273,488
|
|
$
|
—
|
|
|
$
|
2,901,323
|
|
Todd E. Zavodnick
|
2017
|
$
|
116,667
|
|
(3)
|
$
|
—
|
|
|
$
|
2,318,000
|
|
$
|
520,282
|
|
$
|
103,846
|
|
$
|
22,244
|
|
(4)
|
$
|
3,081,039
|
|
Chief Commercial Officer and President, Aesthetics & Therapeutics
|
2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
Abhay Joshi, Ph.D.
|
2017
|
$
|
453,200
|
|
|
$
|
—
|
|
|
$
|
258,070
|
|
$
|
971,289
|
|
$
|
344,728
|
|
$
|
—
|
|
|
$
|
2,027,287
|
|
Chief Operating Officer
|
2016
|
$
|
440,000
|
|
|
$
|
200,000
|
|
|
$
|
606,600
|
|
$
|
—
|
|
$
|
160,875
|
|
$
|
—
|
|
|
$
|
1,407,475
|
|
|
(1)
|
Amounts shown in this column represent cash bonus awards granted to our NEOs under our annual incentive plan. Such bonuses are tied to achievement against clinical and financial goals that are set in the first quarter of the applicable fiscal year, with payouts determined after the close of the year and primarily based on our level of achievement against those goals.
|
(2)
|
The dollar amounts in this column represent the aggregate grant date fair value of all option awards granted during the indicated year. These amounts have been calculated in accordance with FASB ASC Topic 718, or ASC 718, using the Black-Scholes option-pricing model. For a discussion of valuation assumptions, see Note 11 to our financial statements and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates — Stock-Based Compensation” included elsewhere in this Form 10-K. These amounts do not necessarily correspond to the actual value that may be recognized from the option awards by the NEOs.
|
(3)
|
Mr. Zavodnick's annual base salary for 2017 was $400,000. The amount shown reflects the salary earned from his date of hire on September 18, 2017 through December 31, 2017.
|
(4)
|
Represents taxable fringe benefits for housing and travel.
|
|
Option Awards
|
Stock Awards
|
|||||||||||||||
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
Number of Shares that Have Not Vested
|
|
Market Value of Shares That Have Not Vested
|
||||||||
L. Daniel Browne
|
20,000
|
|
|
—
|
|
|
$
|
2.55
|
|
4/29/2018
|
|
—
|
|
|
—
|
|
|
|
10,990
|
|
|
—
|
|
|
$
|
2.55
|
|
7/20/2020
|
|
—
|
|
|
—
|
|
|
|
298,750
|
|
|
—
|
|
|
$
|
8.70
|
|
5/26/2023
|
|
—
|
|
|
—
|
|
|
|
99,583
|
|
|
—
|
|
|
$
|
9.15
|
|
12/16/2023
|
|
—
|
|
|
—
|
|
|
|
264,987
|
|
(1)
|
30,813
|
|
|
$
|
32.22
|
|
5/18/2024
|
|
—
|
|
|
—
|
|
|
|
179,739
|
|
(2)
|
66,761
|
|
|
$
|
16.23
|
|
1/27/2025
|
|
—
|
|
|
—
|
|
|
|
80,208
|
|
(7)
|
94,792
|
|
|
$
|
17.12
|
|
2/8/2026
|
|
—
|
|
|
—
|
|
|
|
35,520
|
|
(9)
|
119,480
|
|
|
$
|
19.70
|
|
1/25/2027
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
—
|
|
14,500
|
|
(3)
|
$
|
518,375
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
—
|
|
16,667
|
|
(8)
|
$
|
595,845
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
—
|
|
25,800
|
|
(10)
|
$
|
922,350
|
|
Todd E. Zavodnick
|
—
|
|
(11)
|
35,000
|
|
|
$
|
24.40
|
|
9/17/2027
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
—
|
|
95,000
|
|
(12)
|
$
|
3,396,250
|
|
Abhay Joshi, Ph.D.
|
666
|
|
|
—
|
|
|
$
|
4.20
|
|
4/28/2019
|
|
—
|
|
|
—
|
|
|
|
666
|
|
|
—
|
|
|
$
|
2.55
|
|
4/29/2018
|
|
—
|
|
|
—
|
|
|
|
103,124
|
|
(4)
|
103,126
|
|
|
$
|
36.32
|
|
12/13/2025
|
|
—
|
|
|
—
|
|
|
|
18,104
|
|
(9)
|
60,896
|
|
|
$
|
19.70
|
|
1/25/2027
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
—
|
|
17,187
|
|
(5)
|
$
|
614,435
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
—
|
|
36,000
|
|
(6)
|
$
|
1,287,000
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
—
|
|
13,100
|
|
(10)
|
$
|
468,325
|
|
(1)
|
This option was granted on May 19, 2014. The shares subject to the stock option vest over a four year period, with one-forty-eighth of the shares vesting each month, subject to providing continued service to us through each vesting date.
|
(2)
|
This restricted stock award was granted on January 28, 2015. The shares subject to the stock option vest over a four year period, with one-forty-eighth of the shares vesting each month, subject to providing continued service to us through each vesting date.
|
(3)
|
This restricted stock award was granted on January 28, 2015. The shares subject to the stock award vest over a three year period, with one-third of the shares vesting each year, subject to providing continued service to us through each vesting date.
|
(4)
|
This option was granted on December 14, 2015. The shares subject to the stock option vest over a four year period, with 25% vesting on December 14, 2016 and the balance vesting each month over the remaining three-year period, subject to providing continued service to us through each vesting date.
|
(5)
|
This restricted stock award was granted on December 14, 2015. The shares subject to the stock award vest over a four year period, with one-fourth of the shares vesting each year, subject to providing continued service to us through each vesting date.
|
(6)
|
This restricted stock award was granted on December 15, 2016. The shares subject to the stock award vest over a three year period, with one-third of the shares vesting each year, subject to providing continued service to us through each vesting date.
|
(7)
|
This option was granted on February 9, 2016. The shares subject to the stock option vest over a four year period, with one-forty-eighth of the shares vesting each month, subject to providing continued service to us through each vesting date.
|
(8)
|
This restricted stock award was granted on February 9, 2016. The shares subject to the stock award vest over a three year period, with one-third of the shares vesting each year, subject to providing continued service to us through each vesting date.
|
(9)
|
This option was granted on January 26, 2017. The shares subject to the stock option vest over a four year period, with one-forty-eighth of the shares vesting each month, subject to providing continued service to us through each vesting date.
|
(10)
|
This restricted stock award was granted on January 26, 2017. The shares subject to the stock award vest over a three year period, with one-third of the shares vesting each year, subject to providing continued service to us through each vesting date.
|
(11)
|
This option was granted on September 18, 2017. The shares subject to the stock option vest over a four year period, with 25% vesting on September 18, 2018, and the balance vesting each month over the remaining three-year period, subject to providing continued service to us through each vesting date.
|
(12)
|
This restricted stock award was granted on September 18, 2017. The shares subject to the stock award vest over a four year period, with one-fourth of the shares vesting each year beginning on October 15, 2018, subject to providing continued service to us through each vesting date.
|
Name
|
Fees Earned ($)
|
Stock
Options and Awards
($)*
|
|
Total ($)
|
|
Robert Byrnes
|
67,777
|
135,513
|
|
(1)
|
203,290
|
Ronald W. Eastman
(2)
|
30,011
|
135,513
|
|
|
165,524
|
Mark J. Foley
(3)
|
19,079
|
318,733
|
|
(4)
|
337,812
|
Julian S. Gangolli
|
47,000
|
135,513
|
(5)
|
182,513
|
|
Phyllis Gardner, M.D.
|
49,500
|
135,513
|
|
(6)
|
185,013
|
Mark A. Prygocki
(7)
|
21,577
|
—
|
|
|
21,577
|
Angus C. Russell
|
83,581
|
135,513
|
|
(8)
|
219,094
|
Philip Vickers
|
51,750
|
135,513
|
|
(9)
|
187,263
|
*
|
The dollar amounts in this column represent the grant date fair value of the stock option award. These amounts have been calculated in accordance with ASC 718 using the Black-Scholes option-pricing model. For a discussion of valuation assumptions, see Note 11 to our financial statements and the discussion under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates — Stock-Based Compensation” included elsewhere in this Form 10-K. These amounts do not necessarily correspond to the actual value that may be recognized from the option and awards by the applicable directors.
|
(1)
|
As of December 31, 2017, Mr. Byrnes had options to purchase 53,333 shares of our common stock and restricted stock awards of 3,000 shares.
|
(2)
|
Mr. Eastman resigned from our Board effective September 5, 2017.
|
(3)
|
Mr. Foley joined our Board effective September 5, 2017.
|
(4)
|
As of December 31, 2017, Mr. Foley had options to purchase 12,000 shares of our common stock and restricted stock awards of 6,000 shares.
|
(5)
|
As of December 31, 2017, Mr. Gangolli had options to purchase 24,000 shares of our common stock and restricted stock awards of 3,000 shares.
|
(6)
|
As of December 31, 2017, Dr. Gardner had options to purchase 35,333 shares of our common stock and restricted stock awards of 3,000 shares.
|
(7)
|
Mr. Prygocki resigned from our Board effective May 11, 2017.
|
(8)
|
As of December 31, 2017, Mr. Russell had options to purchase 40,000 shares of our common stock and restricted stock awards of 3,000 shares.
|
(9)
|
As of December 31, 2017, Dr. Vickers had options to purchase 40,000 shares of our common stock and restricted stock awards of 3,000 shares.
|
|
Member
Annual Service
Retainer
|
|
Chairman Additional
Annual Service
Retainer
|
||||
Board of Directors
|
$
|
39,500
|
|
|
$
|
34,500
|
|
Audit Committee
|
7,500
|
|
|
12,500
|
|
||
Compensation Committee
|
5,000
|
|
|
7,250
|
|
||
Nominating and Corporate Governance Committee
|
4,500
|
|
|
3,500
|
|
||
Science & Technology Committee
|
5,000
|
|
|
7,250
|
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan Category
|
Number of securities to be
issued upon exercise
of outstanding options,
warrants and rights
(a)
|
|
Weighted-average exercise
price of outstanding options,
warrants and rights
(b)
(3)
|
|
Number of securities
remaining available for issuance under
equity compensation plans (excluding
securities reflected in column (a))
(c)
|
|||||
Equity compensation plans approved by security holders:
(1)
|
2,837,150
|
|
|
$
|
19.29
|
|
|
1,819,883
|
|
(4)
|
Equity compensation plans not approved by security holders:
(2)
|
373,250
|
|
|
28.96
|
|
|
292,096
|
|
|
|
Total
|
3,210,400
|
|
|
$
|
20.41
|
|
|
2,111,979
|
|
|
(1)
|
Includes securities issuable under the 2002 Equity Incentive Plan, the 2012 Equity Incentive Plan, the 2014 Equity Incentive Plan, or the 2014 plan, and the 2014 Employee Stock Purchase Plan, or the 2014 ESPP.
|
(2)
|
Includes securities issuable under the 2014 Inducement Plan adopted exclusively for grants of awards to individuals that were not previously our employees or directors, as an inducement material to the individual’s entry into employment with us within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules.
|
(3)
|
The weighted average exercise price excludes restricted stock awards, which have no exercise price.
|
(4)
|
Includes (i)
903,049
shares of common stock available for issuance under our 2014 plan and (ii)
916,834
shares of common stock available for issuance under our 2014 ESPP. The number of shares of our common stock reserved for issuance under the 2014 plan automatically increases on January 1st of each year, starting on January 1, 2015 and continuing through January 1, 2024, by 4% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, or such lesser number of shares of common stock as determined by our Board of Directors. The maximum number of shares that may be issued pursuant to the exercise of incentive stock options under the 2014 plan is 2,000,000 shares. The number of shares of our common stock reserved under the 2014 ESPP for issuance automatically increases on January 1st each year, starting January 1, 2015 and continuing through January 1, 2024, in an amount equal to the lower of (i) 1% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, and (ii) 300,000 shares of common stock, or such lesser number of shares of common stock as determined by our Board of Directors. If a purchase right granted under our 2014 ESPP terminates without having been exercised, the shares of our common stock not purchased under such purchase right will be available for issuance under our 2014 ESPP.
|
|
Beneficial Ownership
|
|||
Name of Beneficial Owner
|
Number of
Shares
|
Percentage
of Total
|
||
Named Executive Officers and Directors:
|
|
|
||
L. Daniel Browne
(1)
|
1,163,491
|
|
3.10
|
%
|
Abhay Joshi
(2)
|
212,098
|
|
*
|
|
Todd E. Zavodnick
(16)
|
95,000
|
|
*
|
|
Robert Byrnes
(3)
|
63,998
|
|
*
|
|
Mark J. Foley
(17)
|
26,000
|
|
*
|
|
Phyllis Gardner, M.D.
(4)
|
32,333
|
|
*
|
|
Angus C. Russell
(5)
|
37,000
|
|
*
|
|
Philip J. Vickers, Ph.D.
(6)
|
37,000
|
|
*
|
|
Julian S. Gangolli
(7)
|
21,000
|
|
*
|
|
Directors and officers as a group (total of 10 persons)
(8)
|
1,920,395
|
|
5.05
|
%
|
Greater than 5% Stockholders:
|
|
|
||
Entities affiliated with Essex VIII
(9)
|
3,842,047
|
|
10.53
|
%
|
Entities affiliated with NovaQuest
(10)
|
3,096,650
|
|
8.48
|
%
|
Entities affiliated with Franklin Resources, Inc.
(11)
|
3,394,202
|
|
9.30
|
%
|
Entities affiliated with JPMorgan Chase & Co.
(12)
|
3,561,679
|
|
9.76
|
%
|
Entities affiliated with The Bank of New York Mellon Corporation
(13)
|
2,144,669
|
|
5.88
|
%
|
Entities affiliated with BlackRock, Inc.
(14)
|
2,168,211
|
|
5.94
|
%
|
Entities affiliated with Wellington Management Group LLP
(15)
|
3,573,150
|
|
9.79
|
%
|
|
(1)
|
Consists of
133,315
shares of common stock and
1,029,767
shares of common stock underlying options that are vested and exercisable within 60 days of
January 15, 2018
and
409
shares of common stock held by the Dan and Brenda Browne Living Trust. Mr. Browne is a Trustee of the Dan and Brenda Browne Living Trust.
|
(2)
|
Consists of
73,356
shares of common stock and
138,742
shares of common stock underlying options that are vested and exercisable within 60 days of
January 15, 2018
|
(3)
|
Consists of 3,000 shares of common stock and
47,333
shares of common stock underlying options that are vested and exercisable within 60 days of
January 15, 2018
, and 13,665 shares of common stock held by the Byrnes Family Trust. Mr. Byrnes is a Trustee of the Byrnes Family Trust.
|
(4)
|
Consists of 3,000 shares of common stock and
29,333
shares of common stock underlying options that are vested and exercisable within 60 days of
January 15, 2018
.
|
(5)
|
Consists of 3,000 shares of common stock and
34,000
shares of common stock underlying options that are vested and exercisable within 60 days of
January 15, 2018
.
|
(6)
|
Consists of 3,000 shares of common stock and
34,000
shares of common stock underlying options that are vested and exercisable within 60 days of
January 15, 2018
.
|
(7)
|
Consists of 3,000 shares of common stock and
18,000
shares of common stock underlying options that are vested and exercisable withn 60 days of
January 15, 2018
.
|
(8)
|
Includes shares beneficially owned by all current executive officers and directors of the company. Consists of
423,700
shares of common stock and
1,496,695
shares of common stock underlying options that are vested and exercisable within 60 days of
January 15, 2018
.
|
(9)
|
Consists of
3,067,607
shares of common stock held by Essex Woodlands Health Ventures Fund VIII, L.P. (“Essex Fund VIII”),
457,085
shares of common stock held by Essex Woodlands Health Ventures Fund V, L.P. (“Essex Fund V”),
221,197
shares of common stock held by Essex Woodlands Health Ventures Fund VIII-A, L.P. (“Essex Fund VIII-A”) and
96,158
shares of common stock held by Essex Woodlands Health Ventures Fund VIII-B, L.P. (“Essex Fund VIII-B”). Essex Woodlands Health Ventures VIII, LLC, the general partner of Essex Fund VIII, Essex Fund V, Essex Fund VIII-A and Essex Fund VIII-B, may be deemed to have sole power to vote and sole power to dispose of shares directly owned by Essex Fund VIII, Essex Fund V, Essex Fund VIII-A and Essex Fund VIII-B. The address for Essex Fund VIII is 21 Waterway Avenue, Suite 225, The Woodlands, Texas 77380.
|
(10)
|
The indicated ownership is based on Schedule 13G/A filed with the SEC by the reporting persons on February 9, 2016, reporting beneficial ownership as of December 31, 2016. According to the Schedule 13G/A, the reporting persons beneficially own
3,096,650
shares of common stock held by NovaQuest Pharma Opportunities Fund III, L.P. (“NovaQuest”), NQ HCIF General Partner, L.P., and NQ HCIF GP, Ltd.. The address for each of the foregoing persons and entities is 4208 Six Forks Road, Suite 920, Raleigh, North Carolina 27609.
|
(11)
|
The indicated ownership is based on a Schedule 13G/A filed with the SEC by the reporting persons on February 7, 2018, reporting beneficial ownership as of December 31, 2017. According to the Schedule 13G/A, the reporting persons beneficially own a total of shares of 3,370,402 common Stock held by Franklin Advisors, Inc. and 23,800 shares of Common Stock held by Fiduciary Trust Company International. The address for each of the foregoing persons and entities is One Franklin Parkway, San Mateo, CA 94403.
|
(12)
|
The indicated ownership is based on a Schedule 13G/A filed with the SEC by the reporting persons on January 25, 2018, reporting beneficial ownership as of December 29, 2017. According to the Schedule 13G/A, the reporting persons beneficially own a total of 3,561,679 shares of Common Stock held by JPMorgan Chase & Co. and its wholly owned subsidiaries JPMorgan Chase Bank, National Association, J.P. Morgan Investment Management Inc., and JPMorgan Asset Management (UK) Limited. The address for each of the foregoing persons and entities is 270 Park Ave. New York, NY 10017.
|
(13)
|
The indicated ownership is based on a Schedule 13G/A filed with the SEC by the reporting persons on February 7, 2018, reporting beneficial ownership as of December 31, 2017. According to the Schedule 13G/A, the reporting persons beneficially own a total of 2,144,669 shares of Common Stock held by The Bank of New York Mellon Corporation and its following affiliates: The Bank of New York Mellon, The Boston Company Asset Management LLC, The Dreyfus Corporation (parent holding company of MBSC Securities Corporation), Mellon Capital Management Corporation, MAM (MA) Holding Trust (parent holding company of Standish Mellon Asset Management Company LLC; The Boston Company Asset Management LLC) and MBC Investments Corporation (parent holding company of Mellon Capital Management Corporation; BNY Mellon Investment Management (Jersey) Ltd.). The address for each of the foregoing persons and entities is 225 Liberty Street, New York, NY 10286.
|
(14)
|
The indicated ownership is based on a Schedule 13G filed with the SEC by the reporting persons on January 23, 2018, reporting beneficial ownership as of December 31, 2017. According to the Schedule 13G, the reporting persons beneficially own a total of
2,168,211
shares of Common Stock held by BlackRock Inc. and its subsidiaries BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Schweiz AG, BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A. and BlackRock Investment Management, LLC. The address for each of the foregoing persons and entities is 55 East 52nd Street, New York, NY 10055.
|
(15)
|
The indicated ownership is based on a Schedule 13G filed with the SEC by the reporting persons on February 8, 2018, reporting beneficial ownership as of December 29, 2017. According to the Schedule 13G, the reporting persons beneficially own a total of
3,573,150
shares of Common Stock held by Wellington Management Group LLP and its following affiliates: Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP. The address for each of the foregoing persons and entities is 280 Congress Street, Boston, MA 02210.
|
(16)
|
Consists of
95,000
shares of common stock.
|
(17)
|
Consists of 6,000 shares of common stock, and 20,000 shares of common stock held by the Mark J Foley Living Trust. Mr. Foley is a Trustee of the Mark J Foley Living Trust.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
|
2017
|
|
2016
|
||||
Audit Fees
(1)
|
$
|
752,645
|
|
|
$
|
792,598
|
|
Audit Related Fees
|
281,000
|
|
|
178,000
|
|
||
Total
|
$
|
1,033,645
|
|
|
$
|
970,598
|
|
|
(1)
|
Audit Fees consist of professional services rendered in connection with the audit of our Consolidated Financial Statements and review of our quarterly Consolidated Financial Statements.
|
(2)
|
Audit Related Fees consists of fees associated with our follow-on and At-The Market offerings completed in 2017, which included delivery of comfort letters, consents and review of documents filed with the SEC.
|
•
|
Audit services
. Audit services include work performed for the audit of our financial statements and the review of financial statements included in our quarterly reports, as well as work that is normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings.
|
•
|
Audit-related services
. Audit-related services are for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not covered above under “audit services.”
|
•
|
Tax services
. Tax services include all services performed by the independent registered public accounting firm’s tax personnel for tax compliance, tax advice and tax planning.
|
•
|
Other services
. Other services are those services not described in the other categories.
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Incorporated
by
Reference
|
|
Exhibit Filing Date
|
|
Filed
Herewith
|
3.1
|
|
|
8-K
|
|
001-36297
|
|
3.1
|
|
February 11, 2014
|
|
|
|
3.2
|
|
|
S-1
|
|
333-193154
|
|
3.4
|
|
December 31, 2013
|
|
|
|
4.1
|
|
|
S-1/A
|
|
333-193154
|
|
4.3
|
|
January 27, 2014
|
|
|
|
4.2
|
|
|
S-1/A
|
|
333-193154
|
|
4.4
|
|
February 3, 2014
|
|
|
|
10.1 *
|
|
|
S-1
|
|
333-193154
|
|
10.1
|
|
December 31, 2013
|
|
|
|
10.2 *
|
|
|
S-1
|
|
333-193154
|
|
10.2
|
|
December 31, 2013
|
|
|
|
10.3 *
|
|
|
S-1
|
|
333-193154
|
|
10.3
|
|
December 31, 2013
|
|
|
|
10.4 *
|
|
|
S-1
|
|
333-193154
|
|
10.4
|
|
December 31, 2013
|
|
|
|
10.5 *
|
|
|
S-1/A
|
|
333-193154
|
|
10.5
|
|
January 27, 2014
|
|
|
|
10.6 *
|
|
|
10-K
|
|
001-36297
|
|
10.6
|
|
March 4, 2016
|
|
|
|
10.7*
|
|
|
10-Q
|
|
001-36297
|
|
10.4
|
|
November 10, 2015
|
|
|
|
10.8*
|
|
|
10-K
|
|
001-36297
|
|
10.8
|
|
March 4, 2016
|
|
|
|
10.9*
|
|
|
S-1/A
|
|
333-193154
|
|
10.7
|
|
January 27, 2014
|
|
|
|
10.10*
|
|
|
S-1/A
|
|
333-193154
|
|
10.8
|
|
January 27, 2014
|
|
|
|
10.11
|
|
|
S-1
|
|
333-193154
|
|
10.9
|
|
December 31, 2013
|
|
|
10.12
|
|
|
S-1
|
|
333-193154
|
|
10.10
|
|
December 31, 2013
|
|
|
|
10.13
|
|
|
S-1
|
|
333-193154
|
|
10.11
|
|
December 31, 2013
|
|
|
|
10.14
|
|
|
8-K
|
|
001-36297
|
|
10.35
|
|
March 4, 2014
|
|
|
|
10.15+
|
|
|
S-1
|
|
333-193154
|
|
10.15
|
|
December 31, 2013
|
|
|
|
10.16+
|
|
|
S-1
|
|
333-193154
|
|
10.16
|
|
December 31, 2013
|
|
|
|
10.17+
|
|
|
S-1
|
|
333-193154
|
|
10.18
|
|
December 31, 2013
|
|
|
|
10.18+
|
|
|
S-1
|
|
333-193154
|
|
10.20
|
|
December 31, 2013
|
|
|
|
10.19+
|
|
|
|
10-Q
|
|
001-36297
|
|
10.1
|
|
November 10, 2015
|
|
|
10.20+
|
|
|
S-1
|
|
333-193154
|
|
10.19
|
|
December 31, 2013
|
|
|
|
10.21
|
|
|
S-1
|
|
333-193154
|
|
10.21
|
|
December 31, 2013
|
|
|
|
10.22
|
|
|
8-K
|
|
001-36297
|
|
10.1
|
|
December 22, 2014
|
|
|
|
10.23
|
|
|
10-K
|
|
001-36297
|
|
10.25
|
|
March 4, 2015
|
|
|
|
10.24*
|
|
|
|
|
|
|
|
|
|
|
X
|
|
10.25*
|
|
|
10-Q
|
|
001-36297
|
|
10.2
|
|
May 9, 2017
|
|
|
|
10.26*
|
|
|
|
|
|
|
|
|
|
|
X
|
|
10.27*
|
|
|
8-K
|
|
001-36297
|
|
99.1
|
|
December 14, 2015
|
|
|
|
10.28*
|
|
|
10-Q
|
|
001-36297
|
|
10.5
|
|
November 10, 2015
|
|
|
10.29*
|
|
|
10-K
|
|
001-36297
|
|
10.5
|
|
March 4, 2016
|
|
|
|
10.30*
|
|
|
S-1/A
|
|
333-193154
|
|
10.25
|
|
January 27, 2014
|
|
|
|
10.31*
|
|
|
S-1/A
|
|
333-193154
|
|
10.27
|
|
January 27, 2014
|
|
|
|
10.32*
|
|
|
10-K
|
|
001-36297
|
|
10.34
|
|
March 4, 2016
|
|
|
|
10.33*
|
|
|
10-Q
|
|
001-36297
|
|
10.1
|
|
November 3, 2017
|
|
|
|
10.34
|
|
|
8-K
|
|
001-36297
|
|
10.1
|
|
March 7, 2016
|
|
|
|
10.35
|
|
|
10-Q
|
|
001-36297
|
|
10.4
|
|
May 9, 2017
|
|
|
|
21.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
23.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
24.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
31.2
|
|
|
|
|
|
|
|
|
|
|
X
|
|
32.1†
|
|
|
|
|
|
|
|
|
|
|
X
|
|
32.2†
|
|
|
|
|
|
|
|
|
|
|
X
|
|
101.INS**
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
101.SCH**
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
X
|
101.CAL**
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.DEF**
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.LAB**
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.PRE**
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
*
|
Indicates a management contract or compensatory plan or arrangement.
|
+
|
Confidential treatment has been granted for portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.
|
†
|
The certifications attached as Exhibit 32.1 and 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Revance Therapeutics, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.
|
**
|
Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under these sections.
|
ITEM 16.
|
FORM 10-K SUMMARY
|
|
Page
|
Consolidated Financial Statements:
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue
|
$
|
262
|
|
|
$
|
300
|
|
|
$
|
300
|
|
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
80,361
|
|
|
50,381
|
|
|
47,529
|
|
|||
General and administrative
|
37,398
|
|
|
29,075
|
|
|
25,088
|
|
|||
Loss on impairment
|
2,927
|
|
|
9,059
|
|
|
—
|
|
|||
Total operating expenses
|
120,686
|
|
|
88,515
|
|
|
72,617
|
|
|||
Loss from operations
|
(120,424
|
)
|
|
(88,215
|
)
|
|
(72,317
|
)
|
|||
Interest income
|
1,410
|
|
|
1,170
|
|
|
231
|
|
|||
Interest expense
|
(457
|
)
|
|
(1,082
|
)
|
|
(1,190
|
)
|
|||
Changes in fair value of derivative liabilities associated with the Medicis settlement
|
(591
|
)
|
|
(608
|
)
|
|
127
|
|
|||
Other expense, net
|
(525
|
)
|
|
(535
|
)
|
|
(327
|
)
|
|||
Net loss
|
(120,587
|
)
|
|
(89,270
|
)
|
|
(73,476
|
)
|
|||
Unrealized gain (loss) and adjustment on securities included in net loss
|
45
|
|
|
(5
|
)
|
|
(40
|
)
|
|||
Comprehensive loss
|
$
|
(120,542
|
)
|
|
$
|
(89,275
|
)
|
|
$
|
(73,516
|
)
|
Basic and Diluted net loss attributable to common stockholders
|
$
|
(120,587
|
)
|
|
$
|
(89,270
|
)
|
|
$
|
(73,476
|
)
|
Basic and Diluted net loss per share attributable to common stockholders
|
$
|
(4.01
|
)
|
|
$
|
(3.18
|
)
|
|
$
|
(3.02
|
)
|
Basic and Diluted weighted-average number of shares used in computing net loss per share attributable to common stockholders
|
30,101,125
|
|
|
28,114,784
|
|
|
24,340,466
|
|
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Other Accumulated
Comprehensive Loss |
|
Accumulated Deficit
|
|
Total
Stockholders’ Equity |
|||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance — December 31, 2014
|
23,774,465
|
|
|
24
|
|
|
435,142
|
|
|
—
|
|
|
(258,797
|
)
|
|
176,369
|
|
|||||
Issuance of common stock relating to employee stock purchase plan
|
15,745
|
|
|
—
|
|
|
318
|
|
|
—
|
|
|
—
|
|
|
318
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
12,388
|
|
|
—
|
|
|
—
|
|
|
12,388
|
|
|||||
Issuance of common stock in connection with At-The-Market offering, net of issuance costs of $500
|
352,544
|
|
|
—
|
|
|
10,021
|
|
|
—
|
|
|
—
|
|
|
10,021
|
|
|||||
Issuance of common stock in connection with the 2015 follow-on offering, net of issuance costs of $247
|
3,737,500
|
|
|
4
|
|
|
126,226
|
|
|
—
|
|
|
—
|
|
|
126,230
|
|
|||||
Issuance of common stock upon net exercise of warrants
|
68,993
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of common stock upon exercise of stock options
|
205,735
|
|
|
—
|
|
|
2,435
|
|
|
—
|
|
|
—
|
|
|
2,435
|
|
|||||
Issuance of restricted stock awards, net of repurchase
|
169,562
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net settlement of restricted stock awards to settle employee taxes
|
(36,080
|
)
|
|
—
|
|
|
(993
|
)
|
|
—
|
|
|
—
|
|
|
(993
|
)
|
|||||
Unrealized gain (loss) and adjustment on securities included in net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
(40
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(73,476
|
)
|
|
(73,476
|
)
|
|||||
Balance — December 31, 2015
|
28,288,464
|
|
|
28
|
|
|
585,537
|
|
|
(40
|
)
|
|
(332,273
|
)
|
|
253,252
|
|
|||||
Issuance of common stock relating to employee stock purchase plan
|
21,064
|
|
|
—
|
|
|
243
|
|
|
—
|
|
|
—
|
|
|
243
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
11,953
|
|
|
—
|
|
|
—
|
|
|
11,953
|
|
|||||
Issuance of common stock upon exercise of stock options
|
131,752
|
|
|
—
|
|
|
1,405
|
|
|
—
|
|
|
—
|
|
|
1,405
|
|
|||||
Issuance of restricted stock awards, net of repurchase
|
234,567
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net settlement of restricted stock awards to settle employee taxes
|
(26,893
|
)
|
|
—
|
|
|
(507
|
)
|
|
—
|
|
|
—
|
|
|
(507
|
)
|
|||||
Unrealized gain (loss) and adjustment on securities included in net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(89,270
|
)
|
|
(89,270
|
)
|
|||||
Balance — December 31, 2016
|
28,648,954
|
|
|
$
|
29
|
|
|
$
|
598,630
|
|
|
$
|
(45
|
)
|
|
$
|
(421,543
|
)
|
|
$
|
177,071
|
|
Cumulative-effect adjustment from adoption of ASU 2016-09
|
—
|
|
|
—
|
|
|
37
|
|
|
|
|
(37
|
)
|
|
—
|
|
||||||
Issuance of common stock relating to employee stock purchase plan
|
28,135
|
|
|
—
|
|
|
583
|
|
|
—
|
|
|
—
|
|
|
583
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
13,230
|
|
|
—
|
|
|
—
|
|
|
13,230
|
|
|||||
Issuance of common stock in connection with At-The-Market offering, net of issuance costs of $603
|
1,802,651
|
|
|
2
|
|
|
38,155
|
|
|
—
|
|
|
—
|
|
|
38,157
|
|
|||||
Issuance of common stock in connection with the 2017 follow-on offering, net of issuance costs of $535
|
5,389,515
|
|
|
5
|
|
|
156,928
|
|
|
—
|
|
|
—
|
|
|
156,933
|
|
|||||
Issuance of common stock upon net exercise of warrants
|
9,878
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of common stock upon exercise of stock options
|
309,341
|
|
|
1
|
|
|
3,985
|
|
|
—
|
|
|
—
|
|
|
3,986
|
|
|||||
Issuance of restricted stock awards, net of repurchase
|
353,620
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net settlement of restricted stock awards to settle employee taxes
|
(26,019
|
)
|
|
—
|
|
|
(573
|
)
|
|
—
|
|
|
—
|
|
|
(573
|
)
|
|||||
Unrealized gain (loss) and adjustment on securities included in net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
45
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(120,587
|
)
|
|
(120,587
|
)
|
|||||
Balance — December 31, 2017
|
36,516,075
|
|
|
$
|
37
|
|
|
$
|
810,975
|
|
|
$
|
—
|
|
|
$
|
(542,167
|
)
|
|
$
|
268,845
|
|
|
Year Ended
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net loss
|
$
|
(120,587
|
)
|
|
$
|
(89,270
|
)
|
|
$
|
(73,476
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
1,468
|
|
|
1,445
|
|
|
1,995
|
|
|||
Amortization of premium on investments
|
410
|
|
|
1,212
|
|
|
601
|
|
|||
Change in fair value of derivative liabilities associated with the Medicis settlement
|
591
|
|
|
608
|
|
|
(127
|
)
|
|||
Stock-based compensation expense
(see Note 11)
|
13,230
|
|
|
11,953
|
|
|
12,388
|
|
|||
Capitalized interest
|
(113
|
)
|
|
—
|
|
|
—
|
|
|||
Effective interest on financing obligations
|
271
|
|
|
406
|
|
|
344
|
|
|||
Impairment of long-lived assets
|
2,927
|
|
|
9,059
|
|
|
—
|
|
|||
Acquisition of in-process research and development
|
—
|
|
|
2,000
|
|
|
—
|
|
|||
Other non-cash operating activities
|
18
|
|
|
(1
|
)
|
|
82
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Prepaid expenses and other current assets
|
4,929
|
|
|
(5,591
|
)
|
|
(192
|
)
|
|||
Other non-current assets
|
(403
|
)
|
|
(151
|
)
|
|
29
|
|
|||
Accounts payable
|
2,607
|
|
|
953
|
|
|
(692
|
)
|
|||
Accruals and other current liabilities
|
(565
|
)
|
|
7,502
|
|
|
3,179
|
|
|||
Deferred rent
|
(125
|
)
|
|
48
|
|
|
200
|
|
|||
Net cash used in operating activities
|
(95,342
|
)
|
|
(59,827
|
)
|
|
(55,669
|
)
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Purchases of property and equipment
|
(2,525
|
)
|
|
(1,670
|
)
|
|
(3,328
|
)
|
|||
Proceeds from maturities of investments
|
157,445
|
|
|
207,650
|
|
|
1,000
|
|
|||
Sales of short-term investments
|
—
|
|
|
1,000
|
|
|
—
|
|
|||
Proceeds from sale of property and equipment
|
—
|
|
|
2
|
|
|
—
|
|
|||
Purchases of investments
|
(36,028
|
)
|
|
(280,681
|
)
|
|
(54,087
|
)
|
|||
Payment for acquisition of in-process research and development
|
(100
|
)
|
|
(1,800
|
)
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
118,792
|
|
|
(75,499
|
)
|
|
(56,415
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of common stock in connection with the 2017 follow-on offering, net of commissions and discount
|
157,468
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of common stock in connection with the At-The-Market offering, net of commissions
|
38,760
|
|
|
—
|
|
|
10,021
|
|
|||
Proceeds from issuance of common stock in connection with the 2015 follow-on offering, net of deferred offering costs
|
—
|
|
|
—
|
|
|
126,230
|
|
|||
Proceeds from the exercise of stock options and common stock warrants, and purchases under the employee stock purchase plan
|
4,569
|
|
|
1,649
|
|
|
2,753
|
|
|||
Net settlement of restricted stock awards to settle employee taxes
|
(573
|
)
|
|
(507
|
)
|
|
(993
|
)
|
|||
Payment of offering costs
|
(644
|
)
|
|
(243
|
)
|
|
—
|
|
|||
Principal payments made on financing obligations
|
(3,636
|
)
|
|
(3,541
|
)
|
|
(2,598
|
)
|
|||
Principal payments made on notes payable
|
—
|
|
|
—
|
|
|
(2,652
|
)
|
|||
Proceeds from failed sale-leaseback financings
|
—
|
|
|
—
|
|
|
9,831
|
|
|||
Net cash provided by (used in) financing activities
|
195,944
|
|
|
(2,642
|
)
|
|
142,592
|
|
|||
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
|
219,394
|
|
|
(137,968
|
)
|
|
30,508
|
|
|||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — Beginning of period
|
64,082
|
|
|
202,050
|
|
|
171,542
|
|
|||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — End of period
|
$
|
283,476
|
|
|
$
|
64,082
|
|
|
$
|
202,050
|
|
|
Year Ended
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest
|
$
|
299
|
|
|
$
|
676
|
|
|
$
|
802
|
|
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
|
|
|
|
|
|
|
|
|
|||
Deferred follow-on public offering costs
|
$
|
251
|
|
|
$
|
134
|
|
|
$
|
—
|
|
Property and equipment purchases included in accounts payable and accruals and other current liabilities
|
$
|
718
|
|
|
$
|
200
|
|
|
$
|
487
|
|
Holdback related to acquisition of in-process research and development
|
$
|
—
|
|
|
$
|
200
|
|
|
$
|
—
|
|
|
Level 1
|
—
|
Observable inputs, such as quoted prices in active markets for identical assets or liabilities.
|
|
|
|
|
|
Level 2
|
—
|
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
|
|
|
|
|
Level 3
|
—
|
Valuations based on unobservable inputs to the valuation methodology and including data about assumptions market participants would use in pricing the asset or liability based on the best information available under the circumstances.
|
|
As of December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Stock options
|
3,210,400
|
|
|
2,790,646
|
|
|
2,420,105
|
|
Common stock warrants
|
34,113
|
|
|
61,595
|
|
|
61,595
|
|
Unvested restricted stock awards
|
639,287
|
|
|
416,229
|
|
|
315,600
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||||||||
|
Cost
|
|
Unrealized
|
|
Fair Value
|
|
Cost
|
|
Unrealized
|
|
Fair Value
|
||||||||||||||||||||
|
|
Gains
|
|
Losses
|
|
|
|
Gains
|
|
Losses
|
|
||||||||||||||||||||
Money market funds
|
$
|
236,744
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
236,744
|
|
|
$
|
60,639
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
60,639
|
|
U.S. treasury securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81,103
|
|
|
4
|
|
|
(28
|
)
|
|
81,079
|
|
||||||||
U.S. government agency obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,968
|
|
|
1
|
|
|
(22
|
)
|
|
40,947
|
|
||||||||
Total cash equivalents and available-for-sale securities
|
$
|
236,744
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
236,744
|
|
|
$
|
182,710
|
|
|
$
|
5
|
|
|
$
|
(50
|
)
|
|
$
|
182,665
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Classified as:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash equivalents
|
|
|
|
|
|
|
$
|
236,744
|
|
|
|
|
|
|
|
|
$
|
60,639
|
|
||||||||||||
Short-term investments
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
122,026
|
|
||||||||||||||
Total cash equivalents and available-for-sale securities
|
|
|
|
|
|
|
$
|
236,744
|
|
|
|
|
|
|
|
|
$
|
182,665
|
|
|
As of December 31, 2017
|
||||||||||||||
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
236,744
|
|
|
$
|
236,744
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets measured at fair value
|
$
|
236,744
|
|
|
$
|
236,744
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities associated with the Medicis settlement
|
$
|
2,613
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,613
|
|
Total liabilities measured at fair value
|
$
|
2,613
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,613
|
|
|
As of December 31, 2016
|
||||||||||||||
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
60,639
|
|
|
$
|
60,639
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. treasury securities
|
81,079
|
|
|
81,079
|
|
|
—
|
|
|
—
|
|
||||
U.S. government agency obligations
|
40,947
|
|
|
—
|
|
|
40,947
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
182,665
|
|
|
$
|
141,718
|
|
|
$
|
40,947
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities associated with the Medicis settlement
|
$
|
2,022
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,022
|
|
Total liabilities measured at fair value
|
$
|
2,022
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,022
|
|
|
|
Derivative
Liability
Associated with
the Medicis
Settlement
|
||
Fair value as of December 31, 2016
|
|
$
|
2,022
|
|
Change in fair value
|
|
591
|
|
|
Fair value as of December 31, 2017
|
|
$
|
2,613
|
|
|
As of December 31,
|
||||||
|
2017
|
|
2016
|
||||
Manufacturing equipment
|
$
|
11,989
|
|
|
$
|
12,268
|
|
Computer equipment
|
1,567
|
|
|
701
|
|
||
Furniture and fixtures
|
635
|
|
|
610
|
|
||
Leasehold improvements
|
4,255
|
|
|
4,214
|
|
||
Construction in progress
|
4,335
|
|
|
4,950
|
|
||
Total property and equipment
|
22,781
|
|
|
22,743
|
|
||
Less: Accumulated depreciation and amortization
|
(13,531
|
)
|
|
(12,158
|
)
|
||
Property and equipment, net
|
$
|
9,250
|
|
|
$
|
10,585
|
|
|
As of December 31,
|
||||||
|
2017
|
|
2016
|
||||
Prepaid expenses
|
$
|
1,823
|
|
|
$
|
978
|
|
Accounts and other receivables
|
48
|
|
|
128
|
|
||
Litigation settlement receivable due from insurance (Note 10)
|
—
|
|
|
5,898
|
|
||
Other prepaid and current assets
|
444
|
|
|
163
|
|
||
Total prepaid expenses and other current assets
|
$
|
2,315
|
|
|
$
|
7,167
|
|
|
As of December 31,
|
||||||
|
2017
|
|
2016
|
||||
Accruals related to:
|
|
|
|
||||
Compensation
|
$
|
5,763
|
|
|
$
|
3,121
|
|
Litigation settlement (Note 10)
|
—
|
|
|
6,400
|
|
||
Professional service fees
|
1,773
|
|
|
720
|
|
||
Manufacturing and quality control costs
|
488
|
|
|
188
|
|
||
Clinical trial expenses
|
3,189
|
|
|
1,271
|
|
||
Fixed assets and construction-in-progress obligations
|
302
|
|
|
57
|
|
||
Other current liabilities
|
710
|
|
|
661
|
|
||
Total accruals and other current liabilities
|
$
|
12,225
|
|
|
$
|
12,418
|
|
|
Number of
Shares
Available
for Grant
|
|
Number of
Shares
Underlying
Outstanding
Options
|
|
Weighted
Average
Exercise
Price Per
Share
|
|
Weighted
Average
Remaining
Contractual
Life (in
Years)
|
|
Aggregate
Intrinsic
Value
|
||||||
|
|
|
|
|
|
|
|
|
(In thousands)
|
||||||
Balance as of December 31, 2014
|
91,634
|
|
|
1,886,148
|
|
|
$
|
17.90
|
|
|
|
|
|
||
Additional shares reserved
|
950,978
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options granted
|
(747,338
|
)
|
|
747,338
|
|
|
18.94
|
|
|
|
|
|
|||
Restricted stock awards granted
|
(169,336
|
)
|
|
169,336
|
|
|
—
|
|
|
|
|
|
|||
Options exercised
|
—
|
|
|
(205,735
|
)
|
|
11.84
|
|
|
|
|
|
|||
Options cancelled/forfeited
|
116,540
|
|
|
(116,540
|
)
|
|
21.33
|
|
|
|
|
|
|||
Restricted stock awards forfeited
|
24,306
|
|
|
(24,306
|
)
|
|
—
|
|
|
|
|
|
|||
Restricted stock awards released
|
—
|
|
|
(74,755
|
)
|
|
—
|
|
|
|
|
|
|||
Shares cancelled/retired under 2002/2012 plans
|
(19,276
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Net settlement of restricted stock awards to settle employee taxes
|
26,440
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Balance as of December 31, 2015
|
273,948
|
|
|
2,381,486
|
|
|
$
|
18.36
|
|
|
|
|
|
||
Additional shares reserved
|
1,131,538
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options granted
|
(839,800
|
)
|
|
839,800
|
|
|
16.72
|
|
|
|
|
|
|||
Restricted stock awards granted
|
(299,900
|
)
|
|
299,900
|
|
|
—
|
|
|
|
|
|
|||
Options exercised
|
—
|
|
|
(131,752
|
)
|
|
10.67
|
|
|
|
|
|
|||
Options cancelled/forfeited
|
320,084
|
|
|
(320,084
|
)
|
|
21.77
|
|
|
|
|
|
|||
Restricted stock awards forfeited
|
80,333
|
|
|
(80,333
|
)
|
|
—
|
|
|
|
|
|
|||
Restricted stock awards released
|
—
|
|
|
(124,344
|
)
|
|
—
|
|
|
|
|
|
|||
Shares cancelled/retired under 2002/2012 plans
|
—
|
|
|
(38,829
|
)
|
|
8.92
|
|
|
|
|
|
|||
Net settlement of restricted stock awards to settle employee taxes
|
23,289
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Balance as of December 31, 2016
|
689,492
|
|
|
2,825,844
|
|
|
$
|
17.92
|
|
|
|
|
|
||
Additional shares reserved
|
1,145,958
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options granted
|
(925,525
|
)
|
|
925,525
|
|
|
21.65
|
|
|
|
|
|
|||
Restricted stock awards granted
|
(340,525
|
)
|
|
340,525
|
|
|
—
|
|
|
|
|
|
|||
Options exercised
|
—
|
|
|
(309,341
|
)
|
|
12.88
|
|
|
|
|
|
|||
Options cancelled/forfeited
|
230,734
|
|
|
(230,734
|
)
|
|
22.81
|
|
|
|
|
|
|||
Restricted stock awards forfeited
|
81,905
|
|
|
(81,905
|
)
|
|
—
|
|
|
|
|
|
|||
Restricted stock awards released
|
—
|
|
|
(117,218
|
)
|
|
—
|
|
|
|
|
|
|||
Shares cancelled/retired under 2002/2012 plans
|
—
|
|
|
(696
|
)
|
|
8.94
|
|
|
|
|
|
|||
Net settlement of restricted stock awards to settle employee taxes
|
21,010
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Balance as of December 31, 2017
|
903,049
|
|
|
3,352,000
|
|
|
$
|
19.29
|
|
|
7.28
|
|
$
|
46,703
|
|
Exercisable as of December 31, 2017
|
|
|
1,610,252
|
|
|
$
|
18.28
|
|
|
6.39
|
|
$
|
28,127
|
|
|
Number of
Shares Available for Grant |
|
Number of
Shares Underlying Outstanding Options and Awards |
|
Weighted
Average Exercise Price Per Share |
|
Weighted
Average Remaining Contractual Life (in Years) |
|
Aggregate
Intrinsic Value |
||||||
|
|
|
|
|
|
|
|
|
(In thousands)
|
||||||
Balance as of December 31, 2014
|
141,500
|
|
|
183,500
|
|
|
$
|
22.52
|
|
|
|
|
|
||
Additional shares reserved
|
500,000
|
|
|
|
|
|
|
|
|
|
|||||
Options granted
|
(206,250
|
)
|
|
206,250
|
|
|
36.32
|
|
|
|
|
|
|||
Restricted stock awards granted
|
(34,375
|
)
|
|
34,375
|
|
|
—
|
|
|
|
|
|
|||
Option forfeitures
|
29,531
|
|
|
(29,531
|
)
|
|
22.97
|
|
|
|
|
|
|||
Restricted stock award forfeitures
|
9,843
|
|
|
(9,843
|
)
|
|
—
|
|
|
|
|
|
|||
Awards released
|
—
|
|
|
(30,532
|
)
|
|
—
|
|
|
|
|
|
|||
Net settlement of restricted stock awards to settle employee taxes
|
9,640
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Balance as of December 31, 2015
|
449,889
|
|
|
354,219
|
|
|
$
|
31.46
|
|
|
|
|
|
||
Options granted
|
(110,000
|
)
|
|
110,000
|
|
|
18.37
|
|
|
|
|
|
|||
Restricted stock awards granted
|
(15,000
|
)
|
|
15,000
|
|
|
—
|
|
|
|
|
|
|||
Option forfeitures
|
88,594
|
|
|
(88,594
|
)
|
|
22.97
|
|
|
|
|
|
|||
Restricted stock award forfeitures
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Restricted stock awards released
|
—
|
|
|
(9,594
|
)
|
|
—
|
|
|
|
|
|
|||
Net settlement of restricted stock awards to settle employee taxes
|
3,604
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Balance as of December 31, 2016
|
417,087
|
|
|
381,031
|
|
|
$
|
29.43
|
|
|
|
|
|
||
Options granted
|
(35,000
|
)
|
|
35,000
|
|
|
24.40
|
|
|
|
|
|
|||
Restricted stock awards granted
|
(95,000
|
)
|
|
95,000
|
|
|
—
|
|
|
|
|
|
|||
Restricted stock awards released
|
—
|
|
|
(13,344
|
)
|
|
—
|
|
|
|
|
|
|||
Net settlement of restricted stock awards to settle employee taxes
|
5,009
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Balance as of December 31, 2017
|
292,096
|
|
|
497,687
|
|
|
$
|
28.96
|
|
|
8.12
|
|
$
|
2,653
|
|
Exercisable as of December 31, 2017
|
|
|
169,124
|
|
|
$
|
29.50
|
|
|
7.89
|
|
$
|
1,116
|
|
|
Options Outstanding
|
|
Options
Exercisable
|
||||
Exercise Price
|
Number of
Options
|
|
Weighted-
Average
Remaining
Contractual Life
(In Years)
|
|
|||
$0.45 - 4.20
|
47,848
|
|
|
2.3
|
|
47,848
|
|
$8.70
|
358,382
|
|
|
5.4
|
|
358,382
|
|
$9.15 - 16.23
|
586,558
|
|
|
7.2
|
|
394,413
|
|
$16.30 - 17.12
|
328,857
|
|
|
7.7
|
|
179,805
|
|
$17.55 - 19.69
|
177,325
|
|
|
8.3
|
|
67,740
|
|
$19.70
|
436,836
|
|
|
9.1
|
|
97,173
|
|
$19.90 - 23.30
|
340,976
|
|
|
8.7
|
|
83,525
|
|
$23.45 - 31.60
|
322,357
|
|
|
8.2
|
|
109,224
|
|
$31.77
|
8,000
|
|
|
7.5
|
|
4,832
|
|
$32.22 - 36.32
|
603,261
|
|
|
6.9
|
|
436,434
|
|
|
3,210,400
|
|
|
|
|
1,779,376
|
|
|
Number of
Awards Available for Grant |
|
Weighted-Average Grant-Date Fair Value
|
|
Aggregate
Intrinsic Value |
|||||
|
|
|
|
|
(In thousands)
|
|||||
Outstanding as of December 31, 2014
|
251,325
|
|
|
$
|
29.51
|
|
|
$
|
—
|
|
Granted
|
203,711
|
|
|
21.55
|
|
|
—
|
|
||
Vested
|
(105,287
|
)
|
|
27.79
|
|
|
—
|
|
||
Forfeited
|
(34,149
|
)
|
|
22.77
|
|
|
—
|
|
||
Outstanding as of December 31, 2015
|
315,600
|
|
|
$
|
25.67
|
|
|
$
|
—
|
|
Granted
|
314,900
|
|
|
17.16
|
|
|
—
|
|
||
Vested
|
(133,938
|
)
|
|
26.41
|
|
|
—
|
|
||
Forfeited
|
(80,333
|
)
|
|
20.35
|
|
|
—
|
|
||
Outstanding as of December 31, 2016
|
416,229
|
|
|
$
|
20.02
|
|
|
$
|
—
|
|
Granted
|
435,525
|
|
|
22.08
|
|
|
—
|
|
||
Vested
|
(130,562
|
)
|
|
23.25
|
|
|
—
|
|
||
Forfeited
|
(81,905
|
)
|
|
19.32
|
|
|
—
|
|
||
Outstanding as of December 31, 2017
|
639,287
|
|
|
$
|
20.86
|
|
|
$
|
13,332
|
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Expected term (in years)
|
6.0
|
|
|
6.0
|
|
|
6.0
|
|
Expected volatility
|
67.7
|
%
|
|
61.9
|
%
|
|
62.2
|
%
|
Risk-free interest rate
|
2.1
|
%
|
|
1.4
|
%
|
|
1.6
|
%
|
Expected dividend rate
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Expected term (in years)
|
8.9
|
|
|
7.3
|
|
|
8.2
|
|
Expected volatility
|
67.9
|
%
|
|
68.9
|
%
|
|
73.0
|
%
|
Risk-free interest rate
|
2.3
|
%
|
|
1.7
|
%
|
|
2.0
|
%
|
Expected dividend rate
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Expected term (in years)
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
Expected volatility
|
59.2
|
%
|
|
72.0
|
%
|
|
63.4
|
%
|
Risk-free interest rate
|
0.9
|
%
|
|
0.4
|
%
|
|
0.2
|
%
|
Expected dividend rate
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Year Ended December 31,
|
||||||||||
2017
|
|
2016
|
|
2015
|
|||||||
Research and development
|
$
|
5,902
|
|
|
$
|
5,557
|
|
|
$
|
6,511
|
|
General and administrative
|
7,328
|
|
|
6,396
|
|
|
5,877
|
|
|||
Total stock-based compensation expense
|
$
|
13,230
|
|
|
$
|
11,953
|
|
|
$
|
12,388
|
|
|
December 31, 2017
|
|
Issuances under stock incentive plans
|
903,049
|
|
Issuances upon exercise of common stock warrants
|
34,113
|
|
Issuances under employee stock purchase plan
|
916,834
|
|
Issuances under inducement plan
|
292,096
|
|
|
2,146,092
|
|
|
Years ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Domestic
|
$
|
(118,331
|
)
|
|
$
|
(89,270
|
)
|
|
$
|
(73,476
|
)
|
Foreign
|
(2,256
|
)
|
|
—
|
|
|
—
|
|
|||
Loss before provision for income taxes
|
$
|
(120,587
|
)
|
|
$
|
(89,270
|
)
|
|
$
|
(73,476
|
)
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforward
|
$
|
106,338
|
|
|
$
|
139,647
|
|
Accruals and reserves
|
2,591
|
|
|
2,433
|
|
||
Stock based compensation
|
5,400
|
|
|
4,805
|
|
||
Tax credits
|
6,779
|
|
|
4,053
|
|
||
Fixed and intangible assets
|
7,221
|
|
|
8,209
|
|
||
Valuation Allowance
|
(128,329
|
)
|
|
(159,147
|
)
|
||
Net deferred tax assets
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Tax (benefit) at statutory federal rate
|
$
|
(40,999
|
)
|
|
$
|
(30,352
|
)
|
|
$
|
(24,982
|
)
|
Foreign rate differential and withholding taxes
|
767
|
|
|
—
|
|
|
—
|
|
|||
Nondeductible/nontaxable items
|
738
|
|
|
832
|
|
|
224
|
|
|||
Impact of the Tax Reform Act
|
62,903
|
|
|
—
|
|
|
—
|
|
|||
Sale of Intellectual Property
(1)
|
14,008
|
|
|
—
|
|
|
—
|
|
|||
Research and development credits
|
(1,858
|
)
|
|
(544
|
)
|
|
(516
|
)
|
|||
Other
|
224
|
|
|
11
|
|
|
607
|
|
|||
Change in valuation allowance
|
$
|
(35,783
|
)
|
|
$
|
30,053
|
|
|
$
|
24,667
|
|
Provision for taxes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
This represents the tax effect of an inter-entity sale which was eliminated for financial reporting purposes.
|
|
Unrecognized tax benefits
|
|
Balance as of December 31, 2014
|
1,268
|
|
Additions for prior tax positions
|
10
|
|
Additions for current tax positions
|
259
|
|
Balance as of December 31, 2015
|
1,537
|
|
Additions for prior tax positions
|
9
|
|
Additions for current tax positions
|
273
|
|
Balance as of December 31, 2016
|
1,819
|
|
Additions for prior tax positions
|
—
|
|
Additions for current tax positions
|
758
|
|
Balance as of December 31, 2017
|
2,577
|
|
|
For the Quarters Ended
|
||||||||||||||
|
December 31,
|
|
September 30,
|
|
June 30,
|
|
March 31,
|
||||||||
|
2017
|
||||||||||||||
Revenue
|
$
|
37
|
|
|
$
|
75
|
|
|
$
|
75
|
|
|
$
|
75
|
|
Loss on Impairment
|
$
|
(2,927
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net loss
|
$
|
(35,906
|
)
|
|
$
|
(30,651
|
)
|
|
$
|
(26,874
|
)
|
|
$
|
(27,156
|
)
|
Basic and Diluted net loss attributable to common stockholders
|
$
|
(35,906
|
)
|
|
$
|
(30,651
|
)
|
|
$
|
(26,874
|
)
|
|
$
|
(27,156
|
)
|
Basic and Diluted net loss per share attributable to common stockholders
(1)
|
$
|
(1.14
|
)
|
|
$
|
(1.01
|
)
|
|
$
|
(0.90
|
)
|
|
$
|
(0.94
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
2016
|
||||||||||||||
Revenue
|
$
|
75
|
|
|
$
|
75
|
|
|
$
|
75
|
|
|
$
|
75
|
|
Loss on Impairment
|
$
|
(7,111
|
)
|
|
$
|
—
|
|
|
$
|
(1,949
|
)
|
|
$
|
—
|
|
Net loss
|
$
|
(26,802
|
)
|
|
$
|
(17,978
|
)
|
|
$
|
(24,602
|
)
|
|
$
|
(19,888
|
)
|
Basic and Diluted net loss attributable to common stockholders
|
$
|
(26,802
|
)
|
|
$
|
(17,978
|
)
|
|
$
|
(24,602
|
)
|
|
$
|
(19,888
|
)
|
Basic and Diluted net loss per share attributable to common stockholders
|
$
|
(0.95
|
)
|
|
$
|
(0.64
|
)
|
|
$
|
(0.88
|
)
|
|
$
|
(0.71
|
)
|
REVANCE THERAPEUTICS, INC.
|
||
|
|
|
By:
|
|
/s/ L. Daniel Browne
|
|
|
L. Daniel Browne
|
|
|
President and Chief Executive Officer
|
Signatures
|
Title
|
Date
|
|
|
|
/s/ L. Daniel Browne
|
President, Chief Executive
|
March 2, 2018
|
L. Daniel Browne
|
Officer and Director
|
|
|
(Principal Executive Officer)
|
|
|
|
|
/s/ Lauren P. Silvernail
|
Chief Financial Officer and
|
March 2, 2018
|
Lauren P. Silvernail
|
Chief Business Officer
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
/s/ Angus C. Russell
|
Director, Chairman
|
March 2, 2018
|
Angus C. Russell
|
|
|
|
|
|
/s/ Robert Byrnes
|
Director
|
March 2, 2018
|
Robert Byrnes
|
|
|
|
|
|
/s/ Mark Foley
|
Director
|
March 2, 2018
|
Mark Foley
|
|
|
|
|
|
/s/ Julian S. Gangolli
|
Director
|
March 1, 2018
|
Julian S. Gangolli
|
|
|
|
|
|
/s/ Phyllis Gardner
|
Director
|
March 2, 2018
|
Phyllis Gardner, M.D.
|
|
|
|
|
|
/s/ Philip J. Vickers
|
Director
|
March 1, 2018
|
Philip J. Vickers, Ph.D.
|
|
|
/s/ L. Daniel Browne
|
|
L. Daniel Browne
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
/s/ Lauren P. Silvernail
|
|
Lauren P. Silvernail
|
|
Chief Financial Officer and Chief Business Officer
|
|
(Principal Financial Officer)
|
|
1.
|
The Company’s Annual Report on Form 10-K for the period ended December 31, 2017 (the “Annual Report”), to which this Certification is attached as Exhibit 32.1, fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act, and
|
2.
|
The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ L. Daniel Browne
|
|
L. Daniel Browne
|
|
President and Chief Executive Officer
|
|
1.
|
The Company’s Annual Report on Form 10-K for the period ended December 31, 2017 (the “Annual Report”), to which this Certification is attached as Exhibit 32.2, fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act, and
|
2.
|
The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Lauren P. Silvernail
|
|
Lauren P. Silvernail
|
|
Chief Financial Officer and Chief Business Officer
|
|