--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-25-021403" form_type: "8-K" ticker: null cik: "0001479290" company_name: "Revance Therapeutics, Inc." filed_at: "2025-02-06T23:59:59+00:00" generated_at: "2026-05-27T01:35:19.745942+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Crown Laboratories completes acquisition of Revance Therapeutics for $3.65/share ## Summary - Crown Labs acquired Revance at $3.65/share cash; ~82% of shares tendered in offer. - Merger completed Feb 6, 2025; Revance becomes wholly-owned subsidiary. - 1.75% convertible notes due 2027 now convertible only into $3.65/unit cash (no stock). - All eight directors resigned; Jeffery Bedard named sole director; new officers appointed. - Revance common stock to be delisted from Nasdaq and deregistered. ## SEC filing metadata - accession: 0001193125-25-021403 - form_type: 8-K - cik: 0001479290 - company_name: Revance Therapeutics, Inc. - filed_at: 2025-02-06T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.01, 2.04, 3.01, 3.03, 5.03, 5.01, 5.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1479290/000119312525021403/0001193125-25-021403-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1479290/000119312525021403/d914912d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-25-021403 - JSON: https://secwatch.observer/filing/0001193125-25-021403.json - Plain text: https://secwatch.observer/filing/0001193125-25-021403.txt ## Key facts - Debt Financings Revance Therapeutics, Inc. faced acceleration on convertible notes of $1,000 principal amount with U.S. Bank Trust Company, National Association at 1.75% maturing due 2027. - Instrument: convertible notes - Principal: $1,000 principal amount - Counterparty: U.S. Bank Trust Company, National Association - Rate: 1.75% - Maturity: due 2027 - Event: acceleration source text: from and after the Effective Time, the 2027 Convertible Notes are no longer convertible into shares of the Company’s common stock. Rather, a holder’s right to convert each $1,000 principal amount of the 2027 Convertible Notes into shares of the Company’s common stock has been changed to the right to convert such principal amount solely into a number of evidence_url: https://www.sec.gov/Archives/edgar/data/1479290/000119312525021403/0001193125-25-021403-index.htm - Executive change Angus C. Russell resigned as director at Revance Therapeutics, Inc.. - Action: resigned - Role: director source text: at the Effective Time, each of the directors of the Company (Angus C. Russell, Chris Nolet, Jill Beraud, Vlad Coric, Mark J. Foley, Julian S. Gangolli, Carey O’Connor Kolaja and Olivia C. Ware) resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1479290/000119312525021403/0001193125-25-021403-index.htm - Executive change Chris Nolet resigned as director at Revance Therapeutics, Inc.. - Action: resigned - Role: director source text: at the Effective Time, each of the directors of the Company (Angus C. Russell, Chris Nolet, Jill Beraud, Vlad Coric, Mark J. Foley, Julian S. Gangolli, Carey O’Connor Kolaja and Olivia C. Ware) resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1479290/000119312525021403/0001193125-25-021403-index.htm - Executive change Vlad Coric resigned as director at Revance Therapeutics, Inc.. - Action: resigned - Role: director source text: at the Effective Time, each of the directors of the Company (Angus C. Russell, Chris Nolet, Jill Beraud, Vlad Coric, Mark J. Foley, Julian S. Gangolli, Carey O’Connor Kolaja and Olivia C. Ware) resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1479290/000119312525021403/0001193125-25-021403-index.htm - Executive change Julian S. Gangolli resigned as director at Revance Therapeutics, Inc.. - Action: resigned - Role: director source text: at the Effective Time, each of the directors of the Company (Angus C. Russell, Chris Nolet, Jill Beraud, Vlad Coric, Mark J. Foley, Julian S. Gangolli, Carey O’Connor Kolaja and Olivia C. Ware) resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1479290/000119312525021403/0001193125-25-021403-index.htm - Executive change Nadeem Moiz was appointed as President, Chief Financial Officer and Chief Operating Officer at Revance Therapeutics, Inc.. - Action: became - Role: President, Chief Financial Officer and Chief Operating Officer source text: the officers of Merger Sub immediately prior to the Effective Time became the officers of the surviving corporation, effective as of the Effective Time. The officers of Merger Sub immediately prior to the Effective Time were Jeffery A Bedard as Chief Executive Officer, Nadeem Moiz as President, Chief Financial Officer and Chief Operating Officer, and Shellie L. Hammock as Executive Vice President, General Counsel and Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/1479290/000119312525021403/0001193125-25-021403-index.htm - Executive change Jill Beraud resigned as director at Revance Therapeutics, Inc.. - Action: resigned - Role: director source text: at the Effective Time, each of the directors of the Company (Angus C. Russell, Chris Nolet, Jill Beraud, Vlad Coric, Mark J. Foley, Julian S. Gangolli, Carey O’Connor Kolaja and Olivia C. Ware) resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1479290/000119312525021403/0001193125-25-021403-index.htm - Executive change Jeffery A Bedard was appointed as director at Revance Therapeutics, Inc.. - Action: became - Role: director source text: Jeffery A Bedard became the sole director of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1479290/000119312525021403/0001193125-25-021403-index.htm - Executive change Jeffery A Bedard was appointed as Chief Executive Officer at Revance Therapeutics, Inc.. - Action: became - Role: Chief Executive Officer source text: the officers of Merger Sub immediately prior to the Effective Time became the officers of the surviving corporation, effective as of the Effective Time. The officers of Merger Sub immediately prior to the Effective Time were Jeffery A Bedard as Chief Executive Officer, Nadeem Moiz as President, Chief Financial Officer and Chief Operating Officer, and Shellie L. Hammock as Executive Vice President, General Counsel and Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/1479290/000119312525021403/0001193125-25-021403-index.htm - Executive change Olivia C. Ware resigned as director at Revance Therapeutics, Inc.. - Action: resigned - Role: director source text: at the Effective Time, each of the directors of the Company (Angus C. Russell, Chris Nolet, Jill Beraud, Vlad Coric, Mark J. Foley, Julian S. Gangolli, Carey O’Connor Kolaja and Olivia C. Ware) resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1479290/000119312525021403/0001193125-25-021403-index.htm - Executive change Mark J. Foley resigned as director at Revance Therapeutics, Inc.. - Action: resigned - Role: director source text: at the Effective Time, each of the directors of the Company (Angus C. Russell, Chris Nolet, Jill Beraud, Vlad Coric, Mark J. Foley, Julian S. Gangolli, Carey O’Connor Kolaja and Olivia C. Ware) resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1479290/000119312525021403/0001193125-25-021403-index.htm - Executive change Carey O’Connor Kolaja resigned as director at Revance Therapeutics, Inc.. - Action: resigned - Role: director source text: at the Effective Time, each of the directors of the Company (Angus C. Russell, Chris Nolet, Jill Beraud, Vlad Coric, Mark J. Foley, Julian S. Gangolli, Carey O’Connor Kolaja and Olivia C. Ware) resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1479290/000119312525021403/0001193125-25-021403-index.htm - Executive change Shellie L. Hammock was appointed as Executive Vice President, General Counsel and Secretary at Revance Therapeutics, Inc.. - Action: became - Role: Executive Vice President, General Counsel and Secretary source text: the officers of Merger Sub immediately prior to the Effective Time became the officers of the surviving corporation, effective as of the Effective Time. The officers of Merger Sub immediately prior to the Effective Time were Jeffery A Bedard as Chief Executive Officer, Nadeem Moiz as President, Chief Financial Officer and Chief Operating Officer, and Shellie L. Hammock as Executive Vice President, General Counsel and Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/1479290/000119312525021403/0001193125-25-021403-index.htm - M&A Transactions Revance Therapeutics, Inc. underwent a change of control involving Crown Laboratories, Inc. and Reba Merger Sub, Inc. for $3.65 per Share (closed 2025-02-06). - Action: change of control - Counterparty: Crown Laboratories, Inc. and Reba Merger Sub, Inc. - Consideration: $3.65 per Share - Closing: 2025-02-06 source text: Notes, in effect on the applicable conversion date (subject to any adjustments pursuant to the terms of the Indenture), with each unit of Reference Property consisting of $3.65 in cash. The foregoing descriptions of the Indenture and the transactions contemplated thereby are subject to and qualified in their entirety by reference to the full text of the evidence_url: https://www.sec.gov/Archives/edgar/data/1479290/000119312525021403/0001193125-25-021403-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.