---
schema_version: "secwatch.filing_event.v1"
accession: "0001467154-23-000081"
form_type: "8-K"
ticker: null
cik: "0001467154"
company_name: "NVN Liquidation, Inc."
filed_at: "2023-07-17T23:59:59+00:00"
generated_at: "2026-06-13T07:35:43.461919+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Novan files Chapter 11, agrees to sell assets to Ligand for $15M

## Summary
- Filed Chapter 11 on July 17, 2023 in Delaware; operating as debtor-in-possession.
- Entered stalking horse APA with Ligand to sell substantially all assets for $15M cash at closing.
- Ligand provides $15M DIP credit facility; $3M pre-petition bridge loan rolled into DIP.
- Sale subject to Bankruptcy Court approval and higher-or-better bids; break-up fee $450,000.
- Common stock likely to receive no recovery; company urges extreme caution for equity holders.

## SEC filing metadata
- accession: 0001467154-23-000081
- form_type: 8-K
- cik: 0001467154
- company_name: NVN Liquidation, Inc.
- filed_at: 2023-07-17T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 1.03, 2.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1467154/000146715423000081/0001467154-23-000081-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1467154/000146715423000081/novn-20230714.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001467154-23-000081
- JSON: https://secwatch.observer/filing/0001467154-23-000081.json
- Plain text: https://secwatch.observer/filing/0001467154-23-000081.txt

## Key facts
- Debt Financings
  NVN Liquidation, Inc. incurred credit facility of $15,000,000 with Ligand.
  - Instrument: credit facility
  - Principal: $15,000,000
  - Counterparty: Ligand
  - Event: incurrence
  source text: On July 17, 2023, prior to the filing of the Chapter 11 Case, the Company and Ligand (the “DIP Lender”), entered into a superpriority debtor-in-possession loan and security agreement (the “DIP Loan Agreement”), pursuant to which, and subject to the satisfaction of the applicable conditions precedent contained therein, including the entry by the Bankruptcy Court of the Interim DIP Order, the DIP Lender agreed to provide the Company with a secured superpriority debtor-in-possession credit facility in an aggregate principal amount of up to $15,000,000 (including the amount of the Bridge Loan, which will be rolled into the DIP Credit Facility after Bankruptcy Court approval of the DIP Credit Facility), subject to the terms and conditions set forth therein (the “DIP Credit Facility”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1467154/000146715423000081/0001467154-23-000081-index.htm
- Debt Financings
  NVN Liquidation, Inc. incurred credit facility of $3,000,000 with Ligand at 12% per annum, or 18% per annum in the event of default maturing 30-day term.
  - Instrument: credit facility
  - Principal: $3,000,000
  - Counterparty: Ligand
  - Rate: 12% per annum, or 18% per annum in the event of default
  - Maturity: 30-day term
  - Event: incurrence
  source text: On July 14, 2023 the Company entered into a loan and security agreement (the “Bridge Loan Agreement”) with Ligand in the principal amount of up to $3,000,000 (the “Bridge Loan”) .
  evidence_url: https://www.sec.gov/Archives/edgar/data/1467154/000146715423000081/0001467154-23-000081-index.htm
- Distress & Bankruptcy
  NVN Liquidation, Inc. entered chapter 11 in United States Bankruptcy Court for the District of Delaware (petition 2023-07-17).
  - Proceeding: chapter 11
  - Court: United States Bankruptcy Court for the District of Delaware
  - Petition: 2023-07-17
  source text: On July 17, 2023, Novan, Inc. (the “Company”) filed a voluntary petition for relief under chapter 11 of title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1467154/000146715423000081/0001467154-23-000081-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.