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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___
Commission File No. 001-36297
Revance Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware 77-0551645
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)

1222 Demonbreun Street, Suite 2000, Nashville, Tennessee, 37203
(Address, including zip code, of principal executive offices)

(615) 724-7755
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share RVNC Nasdaq Global Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer Emerging growth company
Non-accelerated filer Smaller reporting company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial statement accounting standards provide pursuance to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes     No  ý
Number of shares outstanding of the registrant’s common stock, par value $0.001 per share, as of April 29, 2022: 72,768,161


Table of Contents
 
    Page
PART I. FINANCIAL INFORMATION
Item 1.
Item 2.
Item 3.
Item 4.
PART II. OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.


“Revance TherapeuticsTM,” the Revance logos and other trademarks or service marks of Revance appearing in this Quarterly Report on Form 10-Q (this “Report”) are the property of Revance Therapeutics, Inc. OPULTM is the property of Hint, Inc., a wholly owned subsidiary of Revance Therapeutics, Inc. This Report contains additional trade names, trademarks and service marks of others, which are the property of their respective owners. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.
Unless expressly indicated or the context requires otherwise, the terms “Revance,” “Company,” “we,” “us,” and “our,” in this document refer to Revance Therapeutics, Inc., a Delaware corporation, and, where appropriate, its wholly owned subsidiaries.


PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements (Unaudited)
3


REVANCE THERAPEUTICS, INC.
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
(Unaudited)
  March 31, December 31,
  2022 2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 198,359  $ 110,623 
Short-term investments 64,231  114,448 
Accounts receivable, net 4,471  3,348 
Inventories 10,657  10,154 
Prepaid expenses and other current assets 7,612  7,544 
Total current assets 285,330  246,117 
Property and equipment, net 23,496  24,661 
Goodwill 146,964  146,964 
Intangible assets, net 51,178  55,334 
Finance lease right-of-use assets 70,280   
Operating lease right-of-use assets 43,052  44,340 
Restricted cash 5,921  5,046 
Other non-current assets 13,325  8,701 
TOTAL ASSETS $ 639,546  $ 531,163 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable $ 10,020  $ 10,603 
Accruals and other current liabilities 25,315  39,558 
Deferred revenue, current 8,980  9,362 
Finance lease liabilities, current 18,874   
Operating lease liabilities, current 4,813  4,746 
Derivative liability 3,064  3,020 
Total current liabilities 71,066  67,289 
Debt, non-current 377,951  280,635 
Deferred revenue, non-current 71,650  74,152 
Finance lease liabilities, non-current 52,914   
Operating lease liabilities, non-current 37,920  39,131 
Other non-current liabilities 2,504  1,485 
TOTAL LIABILITIES 614,005  462,692 
Commitments and Contingencies (Note 11)
STOCKHOLDERS’ EQUITY
Convertible preferred stock, par value $0.001 per share — 5,000,000 shares authorized, and no shares issued and outstanding as of March 31, 2022 and December 31, 2021
   
Common stock, par value $0.001 per share — 190,000,000 shares authorized both as of March 31, 2022 and December 31, 2021; 71,763,765 and 71,584,057 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively
72  72 
Additional paid-in capital 1,487,822  1,466,369 
Accumulated other comprehensive loss (59) (18)
Accumulated deficit (1,462,294) (1,397,952)
TOTAL STOCKHOLDERS’ EQUITY 25,541  68,471 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 639,546  $ 531,163 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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REVANCE THERAPEUTICS, INC.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except share and per share amounts)
(Unaudited)
 
  Three Months Ended March 31,
  2022 2021
Revenue:
Product revenue $ 20,837  $ 11,647 
Collaboration revenue 3,568  1,511 
Service revenue 856  141 
Total Revenue 25,261  13,299 
Operating expenses:
Cost of product revenue (exclusive of amortization) 7,328  4,217 
Cost of service revenue (exclusive of amortization) 565   
Selling, general and administrative 45,075  49,005 
Research and development 30,729  27,251 
Amortization 3,785  2,838 
Total operating expenses 87,482  83,311 
Loss from operations (62,221) (70,012)
Interest income 76  97 
Interest expense (1,931) (1,560)
Changes in fair value of derivative liability (44) (59)
Other expense, net (222) (105)
Net loss (64,342) (71,639)
Unrealized loss (41)  
Comprehensive loss $ (64,383) $ (71,639)
Basic and diluted net loss $ (64,342) $ (71,639)
Basic and diluted net loss per share $ (0.94) $ (1.08)
Basic and diluted weighted-average number of shares used in computing net loss per share 68,333,117  66,636,830 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Table of Contents

REVANCE THERAPEUTICS, INC.
Condensed Consolidated Statements of Stockholders’ Equity
(In thousands, except share and per share amounts)
(Unaudited) 
Three Months Ended March 31,
2022 2021
Shares Amount Shares Amount
Convertible Preferred Stock   $     $  
Common Stock
Balance — Beginning of period 71,584,057  72  69,178,666  69 
Issuance of common stock in connection with at-the-market offerings 470,070    761,526  1 
Issuance of common stock upon exercise of stock options 19,400  —  729,438  — 
Issuance of restricted stock awards and performance stock awards, net of cancellation (149,148)   869,586  1 
Shares withheld related to net settlement of restricted stock awards (160,614) —  (127,827) — 
Balance — End of period 71,763,765  72  71,411,389  71 
Additional Paid-In Capital
Balance — Beginning of period   1,466,369    1,500,514 
Issuance of common stock in connection with at-the-market offerings, net of issuance costs —  8,924  —  21,700 
Issuance of common stock upon exercise of stock options —  79  —  11,136 
Issuance of restricted stock awards and performance stock awards, net of cancellation —    —  (1)
Shares withheld related to net settlement of restricted stock awards —  (2,377) —  (3,645)
Stock-based compensation —  14,363  —  11,262 
Other —  464  —   
Cumulative-effect adjustment from adoption of ASU 2020-06 —  —  —  (108,509)
Balance — End of period   1,487,822    1,432,457 
Other Accumulated Comprehensive Loss
Balance — Beginning of period   (18)    
Unrealized loss —  (41) —   
Balance — End of period   (59)    
Accumulated Deficit
Balance — Beginning of period   (1,397,952)   (1,126,293)
Net loss —  (64,342) —  (71,639)
Cumulative-effect adjustment from adoption of ASU 2020-06 —  —  —  9,651 
Balance — End of period   (1,462,294)   (1,188,281)
Total Stockholders’ Equity 71,763,765  $ 25,541  71,411,389  $ 244,247 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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REVANCE THERAPEUTICS, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited) 
  Three Months Ended March 31,
  2022 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (64,342) $ (71,639)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation 14,363  10,607 
Depreciation and amortization 5,376  4,241 
Amortization of debt discount and debt issuance costs 343  310 
Amortization of premium (discount) on investments 78  (55)
Other non-cash operating activities 158  59 
Changes in operating assets and liabilities:
Accounts receivable (1,123) (3,357)
Inventories (503) 247 
Prepaid expenses and other current assets 209  (3,006)
Lease right-of-use assets (68,992) 853 
Other non-current assets (115) (395)
Accounts payable (930) (4,996)
Accruals and other liabilities (14,571) (5,582)
Deferred revenue (2,884) (1,132)
Lease liabilities 70,644  (910)
Other non-current liabilities 1,019   
Net cash used in operating activities (61,270) (74,755)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of investments 72,000  53,000 
Purchases of investments (22,016) (87,384)
Finance lease prepayments (3,960)  
Purchases of property and equipment (1,456) (4,036)
Net cash provided by (used in) investing activities 44,568  (38,420)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable, net of debt discount 98,150   
Proceeds from issuance of common stock in connection with at-the-market offerings, net of commissions 8,997  21,706 
Proceeds from the exercise of stock options 79  11,136 
Taxes paid related to net settlement of restricted stock awards (2,377) (3,645)
Other financing activities 464   
Payment of offering costs   (153)
Net cash provided by financing activities 105,313  29,044 
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 88,611  (84,131)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — Beginning of period 115,669  337,003 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — End of period $ 204,280  $ 252,872 
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
Accrued debt issuance costs $ 1,716  $  
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7

REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. The Company and Summary of Significant Accounting Policies
The Company
Revance is a commercial stage biotechnology company focused on innovative aesthetic and therapeutic offerings, including its next-generation, long-acting, neuromodulator product, DaxibotulinumtoxinA for Injection. DaxibotulinumtoxinA for Injection combines a proprietary stabilizing peptide excipient with a highly purified botulinum toxin that does not contain human or animal-based components. We have successfully completed Phase 3 programs for DaxibotulinumtoxinA for Injection across two different treatment categories, aesthetics and therapeutics. In the aesthetics category, we completed our Phase 3 program for the treatment of moderate to severe glabellar (frown) lines and are pursuing United States (“U.S.”) regulatory approval. In the therapeutics category, we completed our Phase 3 program for the treatment of cervical dystonia in November 2021 and plan to pursue U.S. regulatory approval following the FDA approval of DaxibotulinumtoxinA for Injection for the treatment of moderate to severe glabellar (frown) lines. We are also evaluating additional aesthetic and therapeutic indications for DaxibotulinumtoxinA for Injection including the full upper face, which includes glabellar lines, forehead lines and crow’s feet, and adult upper limb spasticity. To complement DaxibotulinumtoxinA for Injection, we own a unique portfolio of premium products and services for U.S. aesthetics practices, including the exclusive U.S. distribution rights to the RHA® Collection of dermal fillers, the first and only range of FDA approved fillers for correction of dynamic facial wrinkles and folds, and the OPULTM Relational Commerce Platform (“OPUL™”). We have also partnered with Viatris to develop an onabotulinumtoxinA biosimilar, which would compete in the existing short-acting neuromodulator marketplace.
Since inception, we have devoted substantial efforts to identifying and developing product candidates for the aesthetic and therapeutic pharmaceutical markets, recruiting personnel, raising capital, conducting preclinical and clinical development of, and manufacturing development for DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, the onabotulinumtoxinA biosimilar, obtaining regulatory approval of DaxibotulinumtoxinA for Injection for the treatment of glabellar lines and the commercial launch of our products and services. As a result, we have incurred losses and negative cash flows from operations.
Liquidity and Going Concern
For the three months ended March 31, 2022, we had a net loss of $64.3 million. As of March 31, 2022, we had a working capital surplus of $214.3 million and an accumulated deficit of $1.5 billion. In recent years, we have funded our operations primarily through the sale of common stock, convertible senior notes, payments received from collaboration arrangements, and sales of the RHA® Collection of dermal fillers and, in March 2022, we received the proceeds from notes issued in an aggregate principal amount of $100.0 million pursuant to the Note Purchase Agreement (defined in Note 8). As of March 31, 2022, we had capital resources of $262.6 million consisting of cash, cash equivalents, and short-term investments.
On October 15, 2021, the FDA issued a Complete Response Letter (“CRL”) regarding the biologics license application (the “BLA”) for DaxibotulinumtoxinA for Injection for the treatment of glabellar lines. The FDA indicated it was unable to approve the BLA in its present form due to deficiencies related to the FDA’s onsite inspection at our manufacturing facility. As a result, the potential commercial launch of DaxibotulinumtoxinA for Injection for the treatment of glabellar lines has been delayed. The commercial launch delay and its impact on our capital resources has raised substantial doubt with respect to our ability to meet our obligations to continue as a going concern based on analysis performed in accordance with Accounting Standard Codification (ASC) 205-40, Going Concern. Our existing cash, cash equivalents, and short-term investments will not allow us to fund our operations for at least 12 months following the filing of this Report.
As part of our going concern evaluation, pursuant to ASC 205-40, we cannot and do not assign probability to events and actions that are contingent upon other future events, are not entirely in our control, or both. Accordingly, we excluded
8

REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
such events and actions from our evaluation of our plan to mitigate the substantial doubt to continue as a going concern which primarily consists of the draw on the Second Tranche (defined in Note 8) as it is contingent upon the approval of DaxibotulinumtoxinA for Injection for the treatment of glabellar lines and our ability to raise additional capital, as it requires collaboration and negotiation with one or more external parties.
In order to mitigate the substantial doubt to continue as a going concern, we will be required to continue to execute our commercial strategy for the RHA® Collection of dermal fillers, obtain the approval of DaxibotulinumtoxinA for Injection for the treatment of glabellar lines and meet certain other conditions in order to draw on the Second Tranche (defined in Note 8) under the Note Purchase Agreement and raise additional capital outside of the Note Purchase Agreement to meet our operating obligations and fund our operations. We may seek additional capital through public or private equity or debt financings, royalty financings or other sources, such as strategic collaborations. Additional capital may not be available when needed, on terms that are acceptable to us or at all. If adequate funds are not available to us on a timely basis, or at all, because we are unable to draw on the Second Tranche or because we are unable to raise capital through another method, we will be required to take additional actions beyond the cost preservation measures previously initiated to address our liquidity needs, including to continue to further reduce operating expense and delay, reduce the scope of, discontinue or alter our research and development activities for DaxibotulinumtoxinA for Injection, the RHA® Pipeline Products and our onabotulinumtoxinA biosimilar program; the development of OPUL™; our sales and marketing capabilities or other activities that may be necessary to continue to commercialize the RHA® Collection of dermal fillers, OPUL™ and our product candidates, if approved, and other aspects of our business plan.
If we raise additional capital through marketing and distribution arrangements, royalty financings or other collaborations, strategic alliances or licensing arrangements with third parties, we may need to relinquish certain valuable rights to our product candidates, technologies, future revenue streams or research programs or grant licenses on terms that may not be favorable to us. If we raise additional capital through public or private equity offerings, the ownership interest of our existing stockholders will be diluted and the terms of any new equity securities may have a preference over our common stock. If we raise additional capital through debt financing, we may be subject to specified financial covenants or covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or pursuing certain transactions, any of which could restrict our ability to commercialize our product candidates or operate as a business. In addition, our ability to raise capital may be limited by restrictions under the Note Purchase Agreement.
The condensed consolidated financial statements have been prepared on a going-concern basis and do not include any adjustments relating to any of the foregoing uncertainties.
Basis of Presentation and Principles of Consolidation
The accompanying condensed consolidated financial statements are unaudited, and reflect all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for a fair statement of the results for the interim periods presented.
Our condensed consolidated balance sheet for the year ended December 31, 2021 was derived from audited consolidated financial statements, but does not include all disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”). The interim results presented herein are not necessarily indicative of the results of operations that may be expected for the full fiscal year ending December 31, 2021, or any other future period. Our condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities and Exchange Commission (the “SEC”), on February 28, 2022.
Our condensed consolidated financial statements include our accounts and those of our wholly-owned subsidiaries, and have been prepared in conformity with U.S. GAAP. All intercompany transactions have been eliminated.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the condensed
9

REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. U.S. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, the incremental borrowing rate used to measure operating lease and finance lease liabilities, the recoverability of goodwill and long-lived assets, useful lives associated with property and equipment and intangible assets, the period of benefit associated with deferred costs, revenue recognition (including the timing of satisfaction of performance obligations, estimating variable consideration, estimating stand-alone selling prices of promised goods and services, and allocation of transaction price to performance obligations), deferred revenue classification, accruals for clinical trial costs, valuation and assumptions underlying stock-based compensation and other equity instruments, the fair value of derivative liability, and income taxes.
The full extent of the impact of the COVID-19 pandemic on our future operational and financial performance will depend on future developments that are highly uncertain, including variant strains of the virus and the degree of their vaccine resistance and as a result of new information that may emerge concerning COVID-19, the actions taken to contain or treat it, and the duration and intensity of the related effects. The ongoing COVID-19 pandemic has and may continue to negatively affect global economic activity, the regulatory approval process for our product candidates, our supply chain, research and development activities, end user demand for our products and services and commercialization activities. The COVID-19 pandemic has caused delays in the regulatory approval process for DaxibotulinumtoxinA for Injection. In November 2020, the FDA deferred a decision on the BLA for DaxibotulinumtoxinA for Injection for the treatment of glabellar lines. The FDA reiterated that an inspection of our manufacturing facility was required as part of the BLA approval process, but the FDA was unable to conduct the required inspection due to the FDA’s travel restrictions associated with the COVID-19 pandemic. Although the inspection has been completed, in October 2021, we received a CRL due to deficiencies related to the FDA’s onsite inspection at our manufacturing facility. We resubmitted the BLA in March 2022, and in April 2022, the FDA accepted the resubmission of the BLA and designated the BLA as a Class 2 resubmission with a Prescription Drug User Fee Act (“PDUFA”) date of September 8, 2022, with a reinspection required. We cannot be certain of the continued impact of the COVID-19 pandemic on the regulatory approval process for the BLA for DaxibotulinumtoxinA for Injection for the treatment of glabellar lines, including the timing of the FDA's reinspection of the manufacturing facility, whether the PDUFA date will be met or the future impact of the COVID-19 pandemic on the timing of the regulatory approval process for DaxibotulinumtoxinA for Injection in indications outside of glabellar lines or on any supplemental BLAs we may file.
As of the date of issuance of these condensed consolidated financial statements, we are not aware of any specific event or circumstance that would require us to update our estimates, judgments or revise the carrying value of our assets or liabilities. These estimates may change as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to our condensed consolidated financial statements.
Leases
We account for a contract as a lease when it has an identified asset that is physically distinct and we have the right to control the asset for a period of time while obtaining substantially all of the asset’s economic benefits. We determine if an arrangement is a lease or contains a lease at inception. For arrangements that meet the definition of a lease, we determine the initial classification and measurement of our right-of-use asset and lease liability at the lease commencement date and thereafter if modified. We do not recognize right-of-use assets or lease liabilities for those leases that qualify as a short-term lease.
The lease term includes any renewal options that we are reasonably assured to exercise. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, we use our estimated secured incremental borrowing rate for that lease term.
For our real estate operating leases, rent expense is recognized on a straight-line basis over the reasonably assured lease term based on the total lease payments and is included in operating expenses in the consolidated statements of operations and comprehensive loss. In addition to rent, the real estate operating leases may require us to pay additional amounts for variable lease costs which includes taxes, insurance, maintenance, and other expenses, and the variable lease
10

REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
costs are generally referred to as non-lease components. For real estate operating leases, we account for lease and non-lease components separately.
For our finance leases for manufacturing fill-and-finish line, interest expense from fixed payments on finance leases is recognized using the effective interest method. Finance lease right-of-use asset amortization is recorded within research and development expense on the condensed consolidated statements of operations and comprehensive loss, and finance lease right-of-use-asset interest expense is recorded in the interest expense on the condensed consolidated statements of operations and comprehensive loss. For our finances leases, we have elected to apply the practical expedient and account for the lease and non-lease components as a single lease component. Variable lease costs related to finance leases are expensed as research and development expense as incurred.
Recent Accounting Pronouncements
The recent accounting pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.
2. Revenue
Our revenue is primarily generated from U.S. customers. Our product and collaboration revenue is generated from the Product Segment, and our service revenue is generated from the Service Segment (Note 12). The following tables present our revenues disaggregated by the timing of transfer of goods or services:
Three Months Ended March 31, 2022
(in thousands) Product Revenue Collaboration Revenue Service Revenue Total
Timing of revenue recognition:
Transferred at a point in time
$ 20,837  $   $ 91  $ 20,928 
Transferred over time   3,568  765  4,333 
Total $ 20,837  $ 3,568  $ 856  $ 25,261 
Three Months Ended March 31, 2021
(in thousands) Product Revenue Collaboration Revenue Service Revenue Total
Timing of revenue recognition:
Transferred at a point in time
$ 11,647  $   $   $ 11,647 
Transferred over time   1,511  141  1,652 
Total $ 11,647  $ 1,511  $ 141  $ 13,299 
Product Revenue
For the three months ended March 31, 2022 and 2021, all product revenue was generated from the sale of the RHA® Collection of dermal fillers.
Receivables and contract liabilities from contracts with our product customers are as follows:
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REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
March 31, December 31,
(in thousands) 2022 2021
Accounts receivables, net $ 4,416  $ 3,297 
Total accounts receivables, net $ 4,416  $ 3,297 
Contract liabilities:
Deferred revenue, current $ 1,226  $ 1,331 
Total contract liabilities $ 1,226  $ 1,331 
Collaboration Revenue
Viatris Collaboration and License Agreement
Agreement Terms
We entered into a collaboration and license agreement with Viatris (the “Viatris Collaboration”) in February 2018, pursuant to which we are collaborating with Viatris exclusively, on a world-wide basis (excluding Japan), to develop, manufacture, and commercialize an onabotulinumtoxinA biosimilar.
Viatris has paid us an aggregate of $60 million in non-refundable upfront and milestone fees as of March 31, 2022, and the agreement provides for additional remaining contingent payments of up to $70 million in the aggregate, upon the achievement of certain clinical and regulatory milestones and of specified, tiered sales milestones of up to $225 million. The payments do not represent a financing component for the transfer of goods or services. In addition, Viatris is required to pay us low to mid-double digit royalties on any sales of the biosimilar in the U.S., mid-double digit royalties on any sales in Europe, and high single digit royalties on any sales in other ex-U.S. Viatris territories. However, we have agreed to waive royalties for U.S. sales, up to a maximum of $50 million in annual sales, during the first approximately four years after commercialization to defray launch costs.
Revenue Recognition
We re-evaluate the transaction price at each reporting period. We estimated the transaction price for the Viatris Collaboration using the most likely amount method. In order to determine the transaction price, we evaluated all of the payments to be received during the duration of the contract, which included milestones and consideration payable by Viatris. Other than the upfront payment, all other milestones and consideration we may earn under the Viatris Collaboration are subject to uncertainties related to development achievements, Viatris’ rights to terminate the agreement, and estimated effort for cost-sharing payments. Components of such estimated effort for cost-sharing payments include both internal and external costs. Consequently, the transaction price does not include any milestones and considerations that, if included, could result in a probable significant reversal of revenue when related uncertainties become resolved. Sales-based milestones and royalties are not included in the transaction price until the sales occur because the underlying value relates to the license and the license is the predominant feature in the Viatris Collaboration. As of March 31, 2022, the transaction price allocated to the unfulfilled performance obligations was $95.2 million.
We recognize revenue and estimate deferred revenue based on the cost of development service incurred over the total estimated cost of development service to be provided for the development period. For revenue recognition purposes, the development period is estimated to be completed in 2026. It is possible that this period will change and is assessed at each reporting date.

For the three months ended March 31, 2022 and 2021, we recognized revenue related to development services of $3.6 million and $1.5 million, respectively.
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REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
Fosun License Agreement
Agreement Terms
In December 2018, we entered into a license agreement (the “Fosun License Agreement”) with Shanghai Fosun Pharmaceutical Industrial Development Co., Ltd., a wholly-owned subsidiary of Shanghai Fosun Pharmaceutical (Group) Co., Ltd (“Fosun”), whereby we granted Fosun the exclusive rights to develop and commercialize our proprietary DaxibotulinumtoxinA for Injection in mainland China, Hong Kong and Macau (the “Fosun Territory”) and certain sublicense rights.
Fosun has paid us non-refundable upfront and other payments totaling $31.0 million before foreign withholding taxes as of March 31, 2022. We are also eligible to receive (i) additional remaining contingent payments of up to $229.5 million upon the achievement of certain milestones based on (a) the approval of biologics license applications (“BLAs”) for certain aesthetic and therapeutic indications and (b) first calendar year net sales, and (ii) tiered royalty payments in low double digits to high teen percentages on annual net sales. The royalty percentages are subject to reduction in the event that (i) we do not have any valid and unexpired patent claims that cover the product in the Fosun Territory, (ii) biosimilars of the product are sold in the Fosun Territory or (iii) Fosun needs to pay compensation to third parties to either avoid patent infringement or market the product in the Fosun Territory.
Revenue Recognition
We estimated the transaction price for the Fosun License Agreement using the most likely amount method. We evaluated all of the variable payments to be received during the duration of the contract, which included payments from specified milestones, royalties, and estimated supplies to be delivered. We will re-evaluate the transaction price at each reporting period and upon a change in circumstances. As of March 31, 2022, the transaction price allocated to unfulfilled performance obligation was $31.0 million.
For the three months ended March 31, 2022 and 2021, no revenue was recognized from the Fosun License Agreement.
Contract liabilities from contracts with our collaboration customers are as follows:
March 31, December 31,
(in thousands) 2022 2021
Contract liabilities:
Deferred revenue, current — Viatris $ 7,745  $ 7,927 
Total contract liabilities, current $ 7,745  $ 7,927 
Deferred revenue, non-current — Viatris $ 40,655  $ 43,157 
Deferred revenue, non-current — Fosun 30,995  30,995 
Total contract liabilities, non-current $ 71,650  $ 74,152 
Changes in our contract liabilities from contracts with our collaboration revenue customers for three months ended March 31, 2022 are as follows:
(in thousands)
Balance on January 1, 2022 $ 82,079 
Revenue recognized (3,568)
Billings and adjustments, net 884 
Balance on March 31, 2022 $ 79,395 
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REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
Service Revenue
We offer customer payment processing and certain value-added services through the HintMD Platform to aesthetic practices. We also commercially launched OPUL™, the next-generation fintech platform (together with the HintMD Platform, the “Fintech Platform”), in October 2021. Generally, revenue related to the HintMD Platform payment processing service is recognized at a point in time, revenue related to the OPUL™ payment processing service is recognized over time; whereas revenue related to the value-added services is recognized over time.
Receivables and contract liabilities from contracts with our service customers are as follows:
March 31, December 31,
(in thousands) 2022 2021
Accounts receivables, net $ 55  $ 51 
Total accounts receivables, net $ 55  $ 51 
Contract liabilities:
Deferred revenue, current $ 9  $ 104 
Total contract liabilities $ 9  $ 104 

3. Cash Equivalents and Short-Term Investments
The following table is a summary of our cash equivalents and short-term investments:
March 31, 2022 December 31, 2021
in thousands Cost Losses Fair Value Cost Losses Fair Value
Money market funds $ 166,589  $ (4) $ 166,585  $ 90,355  $   $ 90,355 
Commercial paper 34,464    34,464  87,964    87,964 
U.S. treasury securities 16,028  (7) 16,021       
Corporate bonds 13,794  (48) 13,746  26,502  (18) 26,484 
Total cash equivalents and available-for-sale securities $ 230,875  $ (59) $ 230,816  $ 204,821  $ (18) $ 204,803 
Classified as:
Cash equivalents $ 166,585  $ 90,355 
Short-term investments 64,231  114,448 
Total cash equivalents and available-for-sale securities $ 230,816  $ 204,803 
As of March 31, 2022 and December 31, 2021, we have no other-than-temporary impairments on our available-for-sale securities, and the contractual maturities of the available-for-sale securities are less than one-year.
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REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
4. Intangible Assets, net
The following table sets forth the major categories of intangible assets and the weighted-average remaining useful lives for those assets that are not already fully amortized:
March 31, 2022 December 31, 2021
(in thousands, except for in years) Weighted-Average Remaining Useful Lives
(in years)
Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Lives
(in years)
Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Distribution rights 2.2 $ 32,334  $ (14,820) $ 17,514  2.4 $ 32,334  $ (12,799) $ 19,535 
Developed technology 4.6 35,800  (8,144) 27,656  4.9 35,800  (6,653) 29,147 
Customer relationships 2.3 10,300  (4,292) 6,008  2.6 10,300  (3,648) 6,652 
Total intangible assets $ 78,434  $ (27,256) $ 51,178  $ 78,434  $ (23,100) $ 55,334 
Aggregate amortization expense for the intangible assets presented in the consolidated statements of operations and comprehensive loss are summarized as follows:
  Three Months Ended March 31,
(in thousands) 2022 2021
Amortization (1)
$ 3,513  $ 2,838 
Selling, general and administrative 644  668 
Total amortization expense
$ 4,157  $ 3,506 
(1)The amortization expense related to Distribution rights and Developed technology was recorded to “amortization” in the condensed consolidated statement of operations and comprehensive loss.
Based on the amount of intangible assets as of March 31, 2022, the expected amortization expense for each of the next five fiscal years and thereafter was as follows:
Year Ending December 31, (in thousands)
2022 remaining nine months $ 12,469 
2023 16,625 
2024 10,837 
2025 5,967 
2026 4,606 
2027 and thereafter 674 
Total $ 51,178 
5. Inventories
As of March 31, 2022 and December 31, 2021, we had inventories of $10.7 million and $10.2 million, respectively, which were primarily comprised of finished goods related to purchased RHA® Collection of dermal fillers.
6. Balance Sheet Components
Accruals and Other Current Liabilities
Accruals and other current liabilities consist of the following:
15

REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
March 31, December 31,
(in thousands) 2022 2021
Accruals related to:
Compensation $ 11,678  $ 22,761 
Selling, general and administrative 4,825  5,688 
Research and development 4,549  5,152 
Clinical trials 2,030  2,172 
Interest expense 609  1,887 
Other current liabilities 843  1,442 
Inventories 781  456 
Total $ 25,315  $ 39,558 
Property and Equipment, net
Property and equipment, net consists of the following:
  March 31, December 31,
(in thousands) 2022 2021
Manufacturing and other equipment $ 20,486  $ 20,277 
Platform and computer software (1)
11,827  11,671 
Leasehold improvements 7,641  7,481 
Computer equipment 3,558  3,558 
Other construction in progress 2,640  3,110 
Furniture and fixtures 1,893  1,893 
Total property and equipment 48,045  47,990 
Less: Accumulated depreciation and amortization (24,549) (23,329)
Property and equipment, net $ 23,496  $ 24,661 
(1)For the three months ended March 31, 2022, amortization expense for the platform software was $0.3 million, and was recorded to “amortization” in the condensed consolidated statement of operations and comprehensive loss.

7. Leases
Operating Leases
Our operating leases primarily consist of non-cancelable facilities leases for research, manufacturing, and administrative functions. Our non-cancellable facilities operating leases have original lease periods expiring between 2027 and 2034, and include one or more options to renew for 7 years to 14 years. The monthly payments for our operating leases
16

REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
escalate over the lease term with the exception of a decrease in payments at the beginning of 2022. Our lease contracts do not contain termination options, residual value guarantees or restrictive covenants.
Finance Lease
Our finance lease represents a dedicated fill-and-finish line for the manufacturing of DaxibotulinumtoxinA for Injection. In March 2017, we entered into, and in December 2020, we amended the Technology Transfer, Validation and Commercial Fill/Finish Services Agreement with Ajinomoto Althea, Inc. dba Aji Bio-Pharma Services, a contract development and manufacturing organization (“ABPS”) (as amended, the “ABPS Agreement”). The ABPS Agreement contains a lease related to a dedicated fill-and-finish line for the manufacturing of DaxibotulinumtoxinA for Injection because it has an identified asset that is physically distinct for which we will have the right of control as defined under ASC 842. The right of control is conveyed because the embedded lease will provide us with both (1) the right to obtain substantially all of the economic benefit from the fill-and-finish line resulting from the exclusivity of the dedicated manufacturing capacity and (2) the right to direct the use of the fill-and-finish line through our purchase orders to ABPS. Under the ABPS Agreement, we are subject to minimum purchase obligations of up to $30 million for each of the years ending December 31, 2022, 2023 and 2024. Each party has the right to terminate the ABPS Agreement without cause, with an 18-month written notice to the other party. In January 2022, we had substantively obtained the right of control for the dedicated fill-and-finish line and the lease commenced as a finance lease.
In May 2022, we amended a statement of work under the ABPS Agreement pursuant to which the minimum purchase obligations of $30 million per year were eliminated, and instead the minimum purchase obligations would be negotiated prior to the beginning of each year over the term of the agreement. We are currently evaluating the impact of the amendment on the condensed consolidated balance sheet and the related right-of-use asset and lease liability.
The operating and finance lease costs are summarized as follows:
  Three Months Ended March 31,
(in thousands) 2022 2021
Finance lease:
Interest on finance lease liabilities $ 1,508  $  
Variable lease cost - finance lease(1)
1,390   
Total finance lease costs 2,898   
Operating lease:
Operating lease cost 2,223  1,704 
Variable lease cost - operating leases(2)
434  283 
Total operating lease costs 2,657  1,987 
Total lease cost $ 5,555  $ 1,987 
(1)Variable lease cost includes validation, qualification, materials, and other non-commercial related services which are not included in the lease liabilities and are expensed as incurred.
(2)Variable lease cost includes management fees, common area maintenance, property taxes, and insurance, which are not included in the lease liabilities and are expensed as incurred.


17

REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
As of March 31, 2022, maturities of our lease liabilities are as follows (in thousands):
Finance Lease Operating Leases Total
Year Ending December 31,
2022 remaining nine months $ 14,489  $ 6,244  $ 20,733 
2023 34,875  8,468  43,343 
2024 26,898  8,723  35,621 
2025 4,875  8,981  13,856 
2026   9,242  9,242 
2027 and thereafter   17,146  17,146 
Total lease payments 81,137  58,804  139,941 
Less imputed interest (9,349) (16,071) (25,420)
Present value of lease payments $ 71,788  $ 42,733  $ 114,521 
Our lease contracts do not provide a readily determinable implicit rates, as such, we used the estimated incremental borrowing based on the information available at the adoption or commencement dates. As of March 31, 2022, remaining lease terms and discount rates are as follows:
Finance Leases Operating Leases
Weighted-average remaining lease term (years) 3.0 8.2
Weighted-average discount rate 8.5  % 9.8  %
Supplemental cash flow information related to the leases was as follows:
Three Months Ended March 31,
(in thousands) 2022 2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases $ 2,076  $ 1,761 
Right-of-use assets obtained in exchange for lease liabilities
Finance lease $ 70,280  $  
Leases Not Yet Commenced
LSNE Agreement
In April 2021, we and Lyophilization Services of New England, Inc. (“LSNE”), a contract development and manufacturing services organization, entered into a commercial supply agreement (the “LSNE Agreement”) pursuant to which LSNE would serve as a non-exclusive manufacturer and supplier of our anticipated products currently under development (the “Products”). The initial term of the LSNE Agreement is dependent upon the date of regulatory submission for the applicable Product and may be terminated by either party in accordance with the terms of the LSNE Agreement. The term of the LSNE Agreement may also be extended for one additional three-year term upon mutual agreement of the parties.
The LSNE Agreement may contain a lease related to a dedicated fill-and-finish line for the manufacturing of the Products because it has identified assets that are physically distinct for which we will have the right of control as defined under ASC 842. The right of control is conveyed because the embedded lease will provide us with both (1) the right to obtain substantially all of the economic benefit from the fill-and-finish line resulting from the exclusivity implied from the dedicated manufacturing capacity and (2) the right to direct the use of the fill-and-finish line.
18

REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
The embedded lease has not yet commenced as of March 31, 2022. The commencement and recognition of the right-of-use lease assets and lease liabilities related to the embedded lease will take place when we have substantively obtained the right of control. The embedded lease is preliminarily classified as a finance lease.
Pursuant to the LSNE Agreement, we are responsible for certain costs associated with the design, equipment procurement and validation, and facilities-related costs, monthly payments and minimum purchase obligations throughout the initial term of the LSNE Agreement. As of March 31, 2022, we made prepayment of $12 million to LSNE and was recorded on “other non-current assets” in the condensed consolidated balance sheets. Based on our best estimate as of March 31, 2022, our total commitment under the LSNE Agreement will be $16 million for 2022, $13 million for 2023, $18 million for 2024, $25 million for 2025, $30 million for 2026, and $135 million for 2027 and thereafter in aggregate.

Nashville Lease Expansion Premises
In November 2020, we entered into a non-cancelable operating lease for an office space in Nashville, Tennessee (the “Nashville Lease”), which commenced and was recognized on the condensed consolidated balance sheets in June 2021. In July 2021, we entered into the Second Amendment to the Nashville Lease, which provides for the expansion of the initial premises to include an additional 30,591 square feet (the “Expansion Premises”) with an expected term to 2034. The lease commencement date of the Expansion Premises has not occurred and is expected to take place when the office space is made available to us after the completion of certain improvement work, which is currently expected in late 2022 at the earliest. The monthly base rent payments for the lease escalate over the term. The total undiscounted basic rent payments determinable for the Expansion Premises are $16 million with an expected term to 2034.

8. Debt
The following table provides information regarding our debt:
March 31, December 31,
(in thousands) 2022 2021
Convertible senior notes (the “2027 Notes”)
$ 287,500  $ 287,500 
Less: Unamortized debt issuance costs (6,548) (6,865)
Carrying amount of the 2027 Notes 280,952  280,635 
Notes payable 100,000   
Less: Unamortized debt issuance costs (1,395)  
Less: Unamortized debt discount (1,606)  
Carrying amount of notes payable 96,999   
Debt, non-current $ 377,951  $ 280,635 
Interest expense relating to our debt in the condensed consolidated statements of operations and comprehensive loss are summarized as follows:
Three Months Ended
(in thousands) March 31, 2022 March 31, 2021
Contractual interest expense $ 1,588  $ 1,258 
Amortization of debt issuance costs 332  310 
Amortization of debt discount 11   
Total interest expense $ 1,931  $ 1,568 
19

REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
Notes Payable
On March 18, 2022, we entered into a note purchase agreement with Athyrium Buffalo LP (“Athyrium”), as administrative agent and Purchaser, and Hint, Inc., as a guarantor (the “Note Purchase Agreement”), pursuant to which the Purchasers (as defined therein) agreed to purchase from us, and we agreed to issue to such Purchasers, notes payable by us (the “Notes”). On March 18, 2022, we issued to the Purchasers notes in an aggregate principal amount for all such notes of $100.0 million (the “First Tranche”). Subject to satisfaction of certain conditions set forth in the Note Purchase Agreement, including the FDA approval of DaxibotulinumtoxinA for Injection for the treatment of glabellar lines, we may issue $100.0 million in additional Notes (the “Second Tranche”) under the Note Purchase Agreement until September 18, 2023. In addition, there is an uncommitted tranche of additional Notes in an aggregate amount of up to $100.0 million (the “Third Tranche”) available until March 31, 2024 subject to the satisfaction of certain conditions set forth in the Note Purchase Agreement, including the achievement of greater than or equal to $50 million in trailing twelve months revenue for DaxibotulinumtoxinA for Injection for the treatment of glabellar lines preceding the date of the draw request for the Third Tranche note, and approval by Athyrium Capital Management, LP.
Our obligations under the Note Purchase Agreement are secured by substantially all of our assets and the assets of our wholly owned domestic subsidiaries, including their respective intellectual property.
Initially, the Notes bear interest at an annual fixed interest rate equal to 8.50%. If the Third Tranche of Notes becomes committed, the Notes will then bear interest at an annual rate equal to the sum of (a) 7.0% and (b) Adjusted Three-Month LIBOR for such interest period (subject to a floor of 1.50% and a cap of 2.50%). We are required to make quarterly interest payments on each Note, commencing on the last business day of the calendar month following the funding date thereof, and continuing until the last business day of each March, June, September and December through September 18, 2026 (the “Maturity Date”). The Maturity Date may be extended to March 18, 2028 if, as of September 18, 2026, less than $90 million aggregate principal amount of our existing 2027 Notes remain outstanding and with the consent of the Purchasers. Initially, all principal for each tranche is due and payable on the Maturity Date. Upon the occurrence of an Amortization Trigger (as defined in the Note Purchase Agreement), we are required to repay the principal of the Second Tranche and the Third Tranche in equal monthly installments beginning on the last day of the month in which the Amortization Trigger occurred and continuing through the Maturity Date. At our option, we may prepay the outstanding principal balance of all or any portion of the principal amount of the Notes, subject to a prepayment fee equal to (i) a make-whole amount if the prepayment occurs on or prior to the first anniversary of the Effective Date and (ii) 2.0% of the amount prepaid if the prepayment occurs after the first anniversary of the Effective Date but on or prior to the second anniversary of the Effective Date. Upon prepayment or repayment of all or any portion of the principal amount of the Notes (whether on the Maturity Date or otherwise), we are also required to pay an exit fee to the Purchasers.
The Note Purchase Agreement includes affirmative and negative covenants applicable to us, our current subsidiaries and any subsidiaries we create in the future. The affirmative covenants include, among others, covenants requiring us to maintain our legal existence and governmental approvals, deliver certain financial reports, maintain insurance coverage and satisfy certain requirements regarding deposit accounts. We must also (i) maintain at least $30.0 million of unrestricted cash and cash equivalents in accounts subject to a control agreement in favor of Athyrium at all times and (ii) upon the occurrence of certain specified events set forth in the Note Purchase Agreement, achieve at least $70.0 million of Consolidated Teoxane Distribution Net Product Sales (as defined in the Note Purchase Agreement) on a trailing twelve-months basis. The negative covenants include, among others, restrictions on our transferring collateral, incurring additional indebtedness, engaging in mergers or acquisitions, paying dividends or making other distributions, making investments, creating liens, selling assets and undergoing a change in control, in each case subject to certain exceptions.
If we do not comply with the affirmative and negative covenants, such non-compliance may be an event of default under the Note Purchase Agreement. The Note Purchase Agreement also includes events of default, the occurrence and continuation of which could cause interest to be charged at the rate that is otherwise applicable plus 2.0% and would provide Athyrium, as administrative agent, with the right to exercise remedies against us and the collateral, including foreclosure against our property securing the obligations under the Note Purchase Agreement, including our cash. These events of default include, among other things, our failure to pay principal or interest due under the Note Purchase Agreement, a breach of certain covenants under the Note Purchase Agreement, our insolvency, the occurrence of a circumstance which could have a material adverse effect and the occurrence of any default under certain other indebtedness.
20

REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
Convertible Senior Notes
On February 14, 2020, we issued $287.5 million aggregate principal amount of convertible senior notes that are due in 2027 (the “2027 Notes”) pursuant to an indenture, dated February 14, 2020, between us and U.S. Bank National Association, as trustee (the “Indenture”). The 2027 Notes are senior unsecured obligations and bear interest at a rate of 1.75% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2020. The 2027 Notes will mature on February 15, 2027, unless earlier converted, redeemed or repurchased. In connection with issuing the 2027 Notes, we received $278.3 million in net proceeds, after deducting the initial purchasers’ discount, commissions, and other issuance costs. A portion of the net proceeds from the 2027 Notes were used to purchase the capped call transactions described below and the remainder will be used to fund expenses associated with commercial launch activities for both the RHA® Collection of dermal fillers and, if approved, DaxibotulinumtoxinA for Injection for glabellar lines, research and development, and other corporate activities.

The 2027 Notes may be converted at any time by the holders prior to the close of business on the business day immediately preceding November 15, 2026 only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on June 30, 2020 (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of the 2027 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call any or all of the 2027 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after November 15, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2027 Notes at any time, regardless of the foregoing circumstances. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election.
The conversion rate will initially be 30.8804 shares of our common stock per $1,000 principal amount of the 2027 Notes (equivalent to an initial conversion price of approximately $32.38 per share of our common stock). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2027 Notes in connection with such a corporate event or notice of redemption, as the case may be.
Contractually, we may not redeem the 2027 Notes prior to February 20, 2024. We may redeem for cash all or any portion of the 2027 Notes, at our option, on or after February 20, 2024 if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2027 Notes.
If we undergo a fundamental change (as defined in the Indenture), holders may require us to repurchase for cash all or any portion of their 2027 Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2027 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

21

REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
Capped Call Transactions
Concurrently with the 2027 Notes, we entered into capped call transactions with one of the initial purchasers and another financial institution (the “option counterparties”) and used $28.9 million of the net proceeds from the 2027 Notes to pay the cost of the capped call transactions. The capped call transactions are expected generally to reduce the potential dilutive effect upon conversion of the 2027 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 2027 Notes, as the case may be, with such reduction and/or offset subject to a price cap of $48.88 of our common stock per share, which represents a premium of 100% over the last reported sale price of our common stock on February 10, 2020. The capped calls have an initial strike price of $32.38 per share, subject to certain adjustments, which corresponds to the conversion option strike price in the 2027 Notes. The capped call transactions cover, subject to anti-dilution adjustments, approximately 8.9 million shares of our common stock.
The capped call transactions are separate transactions that we entered into with the option counterparties and are not part of the terms of the 2027 Notes. As the capped call transactions meet certain accounting criteria, the premium paid of $28.9 million was recorded as a reduction in additional paid-in capital in the condensed consolidated balance sheets, and will not be remeasured to fair value as long as the accounting criteria continue to be met. As of March 31, 2022 and December 31, 2021, we had not purchased any shares under the capped call transactions.
9. Stockholders’ Equity and Stock-Based Compensation
2014 Equity Incentive Plan (the “2014 EIP”)
On January 1, 2022, the number of shares of common stock reserved for issuance under the 2014 EIP increased by 2,863,362 shares. For the three months ended March 31, 2022, 429,736 stock options and 2,357,516 restricted stock units, including 1,518,389 performance stock units, were granted under the 2014 EIP. As of March 31, 2022, 3,060,675 shares were available for issuance under the 2014 EIP.
2014 Inducement Plan (the “2014 IN”)
For the three months ended March 31, 2022, no stock options or awards were granted under the 2014 IN. As of March 31, 2022, 680,678 shares were available for issuance under the 2014 IN.
HintMD Plan
For the three months ended March 31, 2022, no stock options or awards were granted under the Hint, Inc. 2017 Equity Incentive Plan (the “HintMD Plan”), As of March 31, 2022, 463,567 shares were available for issuance under the HintMD Plan.
2014 Employee Stock Purchase Plan (the “2014 ESPP”)
On January 1, 2022, the number of shares of common stock reserved for issuance under the 2014 ESPP increased by 300,000 shares. As of March 31, 2022, 2,005,796 shares were available for issuance under the 2014 ESPP.
Net Loss per Share
Our basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding for the period, which includes the vested restricted stock awards. The diluted net loss per share is calculated by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, shares of common stock underlying the 2027 Notes at the initial conversion price, outstanding stock options, unvested restricted stock awards/units and performance stock awards/units, and shares of common stock expected to be purchased under 2014 ESPP are considered common stock equivalents, which were excluded from the computation of diluted net loss per share because including them would have been antidilutive.
22

REVANCE THERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(Unaudited)
Common stock equivalents that were excluded from the computation of diluted net loss per share are presented below:
  March 31,
  2022 2021
Convertible senior notes 8,878,938 8,878,938
Outstanding stock options 5,072,328 5,004,596
Unvested restricted stock awards and performance stock awards 2,814,890 4,083,686
Unvested restricted stock units and performance stock units 2,331,448  
Shares of common stock expected to be purchased on June 30 under the 2014 ESPP 199,217 100,769
At-The-Market Offering
In November 2020, we entered into a sales agreement with Cowen and Company, LLC (“Cowen”) as sales agent (the “2020 ATM Agreement”). Under the 2020 ATM Agreement, we may offer and sell, from time to time, through Cowen, shares of our common stock having an aggregate offering price of up to $125.0 million. We are not obligated to sell any shares under the 2020 ATM Agreement. Subject to the terms and conditions of the 2020 ATM Agreement, Cowen will use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The Nasdaq Global Market, to sell shares from time to time based upon our instructions, including any price, time or size limits specified by us. We pay Cowen a commission of up to 3.0% of the aggregate gross proceeds from each sale of shares, reimburse legal fees and disbursements and provide Cowen with customary indemnification and contribution rights.
For the three months ended March 31, 2022, we sold 470,070 shares of common stock under the 2020 ATM Agreement at a weighted average price of $19.53 per share resulting in net proceeds of $8.9 million after sales agent commissions and offering costs.
As of March 31, 2022, we had $23.4 million available for offering and issuance under the 2020 ATM Agreement excluding applicable commission and offering costs. From April 1, 2022 to the filing date of this Report, we sold 1,264,783 shares of common stock under the 2020 ATM Agreement at a weighted average price of $18.41 per share resulting in net proceeds of $22.8 million after sales agent commissions and offering costs.
Stock-based compensation expense was allocated as follows:
(in thousands) Three Months Ended March 31,
2022 2021
Selling, general and administrative $ 8,164  $ 7,281 
Research and development 6,199  3,326 
Total stock-based compensation $ 14,363  $ 10,607