NOVN / Novan Inc - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

POS AM

As Filed with the Securities and Exchange Commission on April 30, 2024 Registration No.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 21, 2023 NVN Liquidation, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OF Delaware In Re. EPI Health, LLC Debtor(s) § § § § Case No. 23-10938 Lead Case No. 23-10937 Jointly Administered Monthly Operating Report Chapter 11 Reporting Period Ended: 10/3

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OF Delaware In Re.

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OF Delaware In Re. NVN Liquidation, Inc., f/k/a Novan, Inc. Debtor(s) § § § § Case No. 23-10937 Lead Case No. 23-10937 Jointly Administered Monthly Operating Report Chapter 11 Rep

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OF Delaware In Re.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 23, 2023 NVN Liquidation, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OF Delaware In Re. EPI Health, LLC Debtor(s) § § § § Case No. 23-10938 Lead Case No. 23-10937 Jointly Administered Monthly Operating Report Chapter 11 Reporting Period Ended: 09/3

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OF Delaware In Re.

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OF Delaware In Re. NVN Liquidation, Inc., f/k/a Novan, Inc. Debtor(s) § § § § Case No. 23-10937 Lead Case No. 23-10937 Jointly Administered Monthly Operating Report Chapter 11 Rep

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OF Delaware In Re.

CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION NOVAN, INC. October 16, 2023

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF NOVAN, INC. October 16, 2023 Pursuant to Sections 242 and 303 of the Delaware General Corporation Law (the “DGCL”), Novan, Inc., a Delaware corporation (the “Corporation”), does hereby certify: FIRST: Article FIRST of the Restated Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”)

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 16, 2023 NVN Liquidation, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission

FIRST AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF NVN LIQUIDATION, INC. (FORMERLY KNOWN as NOVAN, INC.)

Exhibit 3.2 FIRST AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF NVN LIQUIDATION, INC. (FORMERLY KNOWN as NOVAN, INC.) 1.The Amended and Restated Bylaws (the “Bylaws”) of NVN Liquidation, Inc. (formerly known as Novan, Inc.), a Delaware corporation, are hereby amended by replacing all references in the Bylaws to “Novan, Inc.” with “NVN Liquidation, Inc.” 2.Except as herein amended, the terms and

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 25, 2023 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Num

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 21, 2023 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Num

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OF Delaware In Re. EPI Health, LLC Debtor(s) § § § § Case No. 23-10938 Lead Case No. 23-10937 Jointly Administered Monthly Operating Report Chapter 11 Reporting Period Ended: 08/3

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OF Delaware In Re.

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OF Delaware In Re. Novan, Inc. Debtor(s) § § § § Case No. 23-10937 Lead Case No. 23-10937 Jointly Administered Monthly Operating Report Chapter 11 Reporting Period Ended: 08/31/20

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OF Delaware In Re.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 27, 2023 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Num

ASSET PURCHASE AGREEMENT by and among NOVAN, INC., EPI HEALTH, LLC MAYNE PHARMA LLC August 31, 2023

Exhibit 10.1 Confidential Execution Version ASSET PURCHASE AGREEMENT by and among NOVAN, INC., EPI HEALTH, LLC and MAYNE PHARMA LLC August 31, 2023 Schedule 2.1(a): Product Schedule 2.1(d): Certain Intellectual Property Schedule 2.5(b)(ii): Cure Amount Payees Schedule 2.6(a): Assumed Contract List Schedule 5.3(b): Conduct of Business Exhibit A - Form of Bill of Sale and Assignment and Assumption A

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 31, 2023 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number

AMENDED AND RESTATED ASSET PURCHASE AGREEMENT by and among NOVAN, INC., EPI HEALTH, LLC LIGAND PHARMACEUTICALS INCORPORATED September 1, 2023

Exhibit 10.2 Execution Version AMENDED AND RESTATED ASSET PURCHASE AGREEMENT by and among NOVAN, INC., EPI HEALTH, LLC and LIGAND PHARMACEUTICALS INCORPORATED September 1, 2023 Schedule 2.1(b): Assumed Commercial Business Assets Schedule 2.2(a): Excluded Commercial Business Assets Schedule 2.6(a): Assumed Contract List Exhibit A - Form of Bill of Sale and Assignment and Assumption Agreement Exhibi

AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT

Exhibit 10.1 Execution Version AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT This Amendment No. 2 to Asset Purchase Agreement (this “Amendment”) is made and entered into effective as of August 21, 2023 (the “Effective Date”) by and among Novan, Inc., a Delaware corporation (“Novan”), EPI Health, LLC, a South Carolina limited liability company (“EPI Health” and, together with Novan, “Sellers”), and L

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OF Delaware In Re. Novan, Inc. Debtor(s) § § § § Case No. 23-10937 Lead Case No. 23-10937 Jointly Administered Monthly Operating Report Chapter 11 Reporting Period Ended: 07/31/20

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OF Delaware In Re.

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OF Delaware In Re. EPI Health, LLC Debtor(s) § § § § Case No. 23-10938 Lead Case No. 23-10937 Jointly Administered Monthly Operating Report Chapter 11 Reporting Period Ended: 07/3

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OF Delaware In Re.

OMNIBUS AMENDMENT NO. 1 TO FEE LETTER AND AMENDMENT NO. 2 TO SUPERPRIORITY DEBTOR IN POSSESSION LOAN AND SECURITY AGREEMENT

Exhibit 10.2 Execution Version OMNIBUS AMENDMENT NO. 1 TO FEE LETTER AND AMENDMENT NO. 2 TO SUPERPRIORITY DEBTOR IN POSSESSION LOAN AND SECURITY AGREEMENT This OMNIBUS AMENDMENT NO. 1 TO FEE LETTER AND AMENDMENT NO. 2 TO SUPERPRIORITY DEBTOR IN POSSESSION LOAN AND SECURITY AGREEMENT, dated as of August 21, 2023 (this “Amendment”), is by and among NOVAN, INC., a Delaware corporation, EPI HEALTH, LL

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 18, 2023 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 21, 2023 Novan, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 21, 2023 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 17, 2023 Novan, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 17, 2023 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number)

ASSET PURCHASE AGREEMENT by and among NOVAN, INC., EPI HEALTH, LLC LIGAND PHARMACEUTICALS INCORPORATED July 17, 2023

Exhibit 10.1 ASSET PURCHASE AGREEMENT by and among NOVAN, INC., EPI HEALTH, LLC and LIGAND PHARMACEUTICALS INCORPORATED July 17, 2023 TABLE OF CONTENTS Page Article I DEFINITIONS 2 Article II PURCHASE AND SALE 15 Section 2.1 Purchase and Sale of Purchased Assets 15 Section 2.2 Excluded Assets 17 Section 2.3 Assumption of Assumed Liabilities 19 Section 2.4 Excluded Liabilities 19 Section 2.5 Consid

SUPERPRIORITY DEBTOR IN POSSESSION LOAN AND SECURITY AGREEMENT

Exhibit 10.3 SUPERPRIORITY DEBTOR IN POSSESSION LOAN AND SECURITY AGREEMENT THIS SUPERPRIORITY DEBTOR IN POSSESSION LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, “Agreement”) is entered into as of July 17, 2023 (“Effective Date”), among LIGAND PHARMACEUTICALS, INCORPORATED, a Delaware corporation (together with its successors and assigns,

Novan Enters into Agreement to Sell Substantially All of its Assets, including Berdazimer Gel, 10.3% (SB206), and Files for Chapter 11 Protection – The Company and Ligand Pharmaceuticals sign agreement to sell substantially all of Novan’s assets unde

Exhibit 99.1 Novan Enters into Agreement to Sell Substantially All of its Assets, including Berdazimer Gel, 10.3% (SB206), and Files for Chapter 11 Protection – The Company and Ligand Pharmaceuticals sign agreement to sell substantially all of Novan’s assets under Section 363 of the U.S. Bankruptcy Code, along with a commitment from Ligand to fund $15 million in debtor-in-possession financing – –

LOAN AND SECURITY AGREEMENT

Exhibit 10.2 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, “Agreement”) is entered into as of July 14, 2023 (“Effective Date”), among LIGAND PHARMACEUTICALS, INCORPORATED, a Delaware corporation (together with its successors and assigns, “Lender”), NOVAN, INC. a Delaware corporation (“Novan”) and EPI HEALTH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 14, 2023 Novan, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 14, 2023 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 30, 2023 Novan, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 30, 2023 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 14, 2023 Novan, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 14, 2023 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 6, 2023 Novan, Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 6, 2023 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 31, 2023 Novan, Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 31, 2023 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number) (

Novan Focuses Strategic Direction and Announces Restructuring – Company directing resources on the potential approval of berdazimer gel, 10.3% (SB206) for molluscum contagiosum – – Process to explore a sale or out-license of commercial assets or othe

Exhibit 99.1 Novan Focuses Strategic Direction and Announces Restructuring – Company directing resources on the potential approval of berdazimer gel, 10.3% (SB206) for molluscum contagiosum – – Process to explore a sale or out-license of commercial assets or other business transaction continues – – Continued progress toward PDUFA goal date of January 5, 2024, for berdazimer gel, 10.3% – DURHAM, N.

Novan Reports First Quarter 2023 Financial Results and Provides Corporate Update – Continued progress toward PDUFA goal date of January 5, 2024, for berdazimer gel, 10.3% (SB206) – – Strong prescription growth across three promoted products – – Compa

Exhibit 99.1 Novan Reports First Quarter 2023 Financial Results and Provides Corporate Update – Continued progress toward PDUFA goal date of January 5, 2024, for berdazimer gel, 10.3% (SB206) – – Strong prescription growth across three promoted products – – Company to host conference call today at 8:30 a.m. ET – DURHAM, N.C. – May 15, 2023 – Novan, Inc. (“the Company” or “Novan”) (Nasdaq: NOVN), t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2023 Novan, Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2023 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 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 Number 001-37880 Novan, Inc. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

DEF 14A 1 novn-2023def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 6, 2023 Novan, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 6, 2023 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 30, 2023 Novan, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 30, 2023 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number)

Novan, Inc. 2016 Incentive Award Plan, as amended

Exhibit 10.1 NOVAN, INC. 2016 INCENTIVE AWARD PLAN ARTICLE 1. PURPOSE The purpose of the Novan, Inc. 2016 Incentive Award Plan (as it may be amended or restated from time to time, the “Plan”) is to promote the success and enhance the value of Novan, Inc. the (“Company”) by linking the individual interests of the members of the Board, Employees, and Consultants to those of Company stockholders and

As filed with the Securities and Exchange Commission on March 30, 2023

As filed with the Securities and Exchange Commission on March 30, 2023 Registration No.

License Agreement, dated January 12, 2017, by and between Novan, Inc. and Sato Pharmaceutical Co. Ltd.

Exhibit 10.27 Certain confidential information contained in this exhibit have been omitted by means of redacting a portion of the text and replacing it with [***], pursuant to Regulation S-K Item 601(b) of the Securities Act of 1933, as amended. Certain confidential information has been excluded from this exhibit because it is: (i) not material; and (ii) the registrant treats such information as p

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Novan, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par va

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 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 number 001-37880 Novan, Inc. (Ex

Subsidiaries of the Registrant.

Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Jurisdiction of Incorporation EPI Health, LLC (d/b/a Novan Pharmaceuticals) South Carolina

First Amendment, dated January 12, 2017 to the License Agreement, dated January 12, 2017, by and between Novan, Inc. and Sato Pharmaceutical Co. Ltd.

Exhibit 10.28 Certain confidential information contained in this exhibit have been omitted by means of redacting a portion of the text and replacing it with [***], pursuant to Regulation S-K Item 601(b) of the Securities Act of 1933, as amended. Certain confidential information has been excluded from this exhibit because it is: (i) not material; and (ii) the registrant treats such information as p

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

Exhibit 4.2 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of our capital stock and certain provisions of our restated certificate of incorporation, as amended, and our amended and restated bylaws is not complete and may not contain all the information you should consider before investing in our capital stoc

Non-Employee Director Compensation Policy.

Exhibit 10.15 NOVAN, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY March 29, 2023 Non-employee members of the board of directors (the “Board”) of Novan, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The cash and equity compensation described in this Policy shall be paid or be made, as

Novan Reports Full Year 2022 Financial Results and Provides Corporate Update – Berdazimer gel, 10.3% (SB206) assigned PDUFA goal date of January 5, 2024 – – Strong year-over-year prescription growth across three promoted products, RHOFADE, WYNZORA an

Exhibit 99.1 Novan Reports Full Year 2022 Financial Results and Provides Corporate Update – Berdazimer gel, 10.3% (SB206) assigned PDUFA goal date of January 5, 2024 – – Strong year-over-year prescription growth across three promoted products, RHOFADE, WYNZORA and MINOLIRA – – Company to host conference call today at 8:30 a.m. ET – DURHAM, N.C. – March 30, 2023 – Novan, Inc. (“the Company” or “Nov

Form of Securities Purchase Agreement, dated March 13, 2023, by and between the Company and the purchaser identified therein.

EX-10.1 6 novn-3132023exhibit101.htm EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 13, 2023, between Novan, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, su

Form of Common Warrant, as amended (June 2022)

EX-4.3 4 novn-3132023exhibit43.htm EX-4.3 Exhibit 4.3 COMMON STOCK PURCHASE WARRANT NOVAN, INC. Warrant Shares: Issue Date: June 13, 2022 Amendment Date: March 16, 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, a

Form of Common Warrant (March 2023)

Exhibit 4.1 COMMON STOCK PURCHASE WARRANT NOVAN, INC. Warrant No.: Initial Exercise Date: , 2023 Warrant Shares: Issue Date: , 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after (the “Initial

2,080,696 Shares of Common Stock Pre-Funded Warrants to Purchase up to 3,180,615 Shares of Common Stock Warrants to Purchase up to 5,261,311 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-262865 STICKER SUPPLEMENT TO PROSPECTUS SUPPLEMENT (To Prospectus dated February 25, 2022) 2,080,696 Shares of Common Stock Pre-Funded Warrants to Purchase up to 3,180,615 Shares of Common Stock Warrants to Purchase up to 5,261,311 Shares of Common Stock This Sticker Supplement to Prospectus Supplement supplements our Prospectus Supplement date

Form of March 2023 Pre-funded Warrant.

Exhibit 4.2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT NOVAN, INC. Warrant No.: Initial Exercise Date: Warrant Shares: Issue Date: THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the da

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 13, 2023 Novan, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 13, 2023 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number)

2,750,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 2,292,017 Shares of Common Stock Common Warrants to Purchase up to 5,042,017 Shares of Common Stock Shares of Common Stock underlying the Pre-Funded Warrants and Common Warrants

Filed Pursuant to Rule 424(b)(5) Registration No. 333-262865 PROSPECTUS SUPPLEMENT (To Prospectus dated February 25, 2022) 2,750,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 2,292,017 Shares of Common Stock Common Warrants to Purchase up to 5,042,017 Shares of Common Stock Shares of Common Stock underlying the Pre-Funded Warrants and Common Warrants We are offering 2,750,000 sh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 10, 2023 Novan, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 10, 2023 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number)

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 7, 2023 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number)

FDA Accepts Novan’s NDA for Berdazimer Gel, 10.3% for the Treatment of Molluscum Contagiosum with a PDUFA Goal Date of January 5, 2024 – FDA completes filing review of application with no filing issues identified – – New Chemical Entity (“NCE”) has p

Exhibit 99.1 FDA Accepts Novan’s NDA for Berdazimer Gel, 10.3% for the Treatment of Molluscum Contagiosum with a PDUFA Goal Date of January 5, 2024 – FDA completes filing review of application with no filing issues identified – – New Chemical Entity (“NCE”) has potential to be the first FDA-approved prescription product for molluscum in the U.S. – – Novan’s commercial team and sales force ready to

Innovative Therapies for Skin Diseases N A S D A Q : N O V N | n o v a n . c o m C O R P O R AT E P R E S E N TAT I O N / M A R C H 2 0 2 3 Exhibit 99.2 NOVAN.COM FORWARD-LOOKING STATEMENTS 2 This presentation contains forward-looking statements incl

EX-99.2 3 novncorporatepresentati.htm EX-99.2 Innovative Therapies for Skin Diseases N A S D A Q : N O V N | n o v a n . c o m C O R P O R AT E P R E S E N TAT I O N / M A R C H 2 0 2 3 Exhibit 99.2 NOVAN.COM FORWARD-LOOKING STATEMENTS 2 This presentation contains forward-looking statements including, but not limited to, statements related to potential FDA approval of the Company’s new drug applic

Novan Submits New Drug Application to the U.S. FDA for Berdazimer Gel, 10.3% (SB206) for the Treatment of Molluscum Contagiosum – Potential FDA approval anticipated in first quarter 2024, assuming the filing is accepted by the FDA and under standard

EX-99.1 2 a1062023exhibit991.htm EX-99.1 Exhibit 99.1 Novan Submits New Drug Application to the U.S. FDA for Berdazimer Gel, 10.3% (SB206) for the Treatment of Molluscum Contagiosum – Potential FDA approval anticipated in first quarter 2024, assuming the filing is accepted by the FDA and under standard review timelines – – Molluscum contagiosum is a viral skin infection that affects approximately

Innovative Therapies for Skin Diseases N A S D A Q : N O V N | n o v a n . c o m C O R P O R AT E P R E S E N TAT I O N / J A N UA R Y 2 0 2 3 Exhibit 99.2 NOVAN.COM FORWARD-LOOKING STATEMENTS 2 This presentation contains forward-looking statements i

Innovative Therapies for Skin Diseases N A S D A Q : N O V N | n o v a n . c o m C O R P O R AT E P R E S E N TAT I O N / J A N UA R Y 2 0 2 3 Exhibit 99.2 NOVAN.COM FORWARD-LOOKING STATEMENTS 2 This presentation contains forward-looking statements including, but not limited to, statements related to the timing of potential FDA approval of the Company?s new drug application (NDA) for berdazimer ge

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 6, 2023 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number

EPI Health, a Novan Company, Enters into Exclusive License Agreement with Sato Pharmaceutical Co., Ltd. for RHOFADE® in Japan

Exhibit 99.1 EPI Health, a Novan Company, Enters into Exclusive License Agreement with Sato Pharmaceutical Co., Ltd. for RHOFADE® in Japan DURHAM, N.C. – December 21, 2022 – Novan, Inc. (“the Company” or “Novan”) (Nasdaq: NOVN), today announced that EPI Health, LLC, a fully consolidated subsidiary of Novan, has entered into an exclusive license agreement with Sato Pharmaceutical Co., Ltd. (“Sato”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 21, 2022 Novan, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 21, 2022 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Numb

License Agreement, effective December 21, 2022, by and between Sato Pharmaceutical Co., Ltd., and EPI Health, LLC.

EX-10.1 2 a12212022exhibit101.htm EX-10.1 Exhibit 10.1 Certain confidential information contained in this exhibit has been omitted by means of redacting a portion of the text and replacing it with [***], pursuant to Regulation S-K Item 601(b) of the Securities Act of 1933, as amended. Certain confidential information has been excluded from this exhibit because it is: (i) not material; and (ii) the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 1, 2022 Novan, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 1, 2022 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Numbe

Factoring Agreement, effective December 1, 2022, by and among CSNK Working Capital Finance Corp. d/b/a Bay View Funding, and EPI Health, LLC.

EX-10.1 2 a1262022exhibit101.htm EX-10.1 Exhibit 10.1 FACTORING AGREEMENT This Factoring Agreement (the "Agreement") is made as of December 1, 2022 by and between CSNK Working Capital Finance Corp. d/b/a Bay View Funding ("Buyer") having a place of business at 224 Airport Parkway, Suite 200, San Jose, CA 95110-3730, and EPI HEALTH, LLC a South Carolina Limited Liability Company (“Seller”) having i

EPI Health, a Novan Company, Executes a $15.0 Million Financing Agreement – Agreement provides immediate access to cash flow – – EPI Health leveraging accounts receivables from commercial product sales to bolster working capital needs –

Exhibit 99.1 EPI Health, a Novan Company, Executes a $15.0 Million Financing Agreement – Agreement provides immediate access to cash flow – – EPI Health leveraging accounts receivables from commercial product sales to bolster working capital needs – DURHAM, N.C. – December 2, 2022 – Novan, Inc. (“the Company” or “Novan”) (Nasdaq: NOVN), today announced that EPI Health, LLC, a fully consolidated su

Continuing Guaranty Agreement, effective December 1, 2022, by and among CSNK Working Capital Finance Corp. d/b/a Bay View Funding, and Novan, Inc.

Exhibit 10.2 GENERAL CONTINUING GUARANTY (v.102595) In order to induce CSNK WORKING CAPITAL FINANCE CORP. D/B/A BAY VIEW FUNDING a California corporation, and any other Co-Buyer or Participant as specified in the Agreements ("Buyer") to extend and/or to continue to extend financial accommodations to the Seller specified below ("Seller") pursuant to the terms and conditions of that certain Factorin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 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 Number 001-37880 Novan, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 14, 2022 Novan, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 14, 2022 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Numb

Novan Reports Third Quarter 2022 Financial Results and Provides Corporate Update – Rhofade prescriptions increased 37% for third quarter year-to-date from prior year – – Continued progress toward submission of berdazimer gel, 10.3% (SB206) New Drug A

Exhibit 99.1 Novan Reports Third Quarter 2022 Financial Results and Provides Corporate Update – Rhofade prescriptions increased 37% for third quarter year-to-date from prior year – – Continued progress toward submission of berdazimer gel, 10.3% (SB206) New Drug Application (NDA), targeted around the end of 2022 – – Company to host conference call today at 8:30 a.m. ET – DURHAM, N.C. – November 14,

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 11, 2022 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number

Novan Reports Second Quarter 2022 Financial Results and Provides Corporate Update – Total revenue of $6.2 million for the second quarter 2022 – – Activities on track for submission of berdazimer gel, 10.3% (SB206) New Drug Application (NDA), targetin

Exhibit 99.1 Novan Reports Second Quarter 2022 Financial Results and Provides Corporate Update – Total revenue of $6.2 million for the second quarter 2022 – – Activities on track for submission of berdazimer gel, 10.3% (SB206) New Drug Application (NDA), targeting submission before the end of 2022 – – Company to host conference call today at 8:30 a.m. ET – DURHAM, N.C. – August 11, 2022 – Novan, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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 Number 001-37880 Novan, Inc. (Exact nam

Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 13, 2022 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number)

Form of June 2022 Registered Direct Offering Pre-Funded Warrant.

Exhibit 4.2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT NOVAN, INC. Warrant Shares: Issue Date: , 2022 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Closing Date (the ?Initial Exer

Form of Securities Purchase Agreement, dated June 9, 2022, by and between the Company and the purchaser identified therein

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of June 9, 2022, between Novan, Inc., a Delaware corporation (the ?Company?), and the purchaser identified on the signature pages hereto (including its successors and assigns, the ?Purchaser?). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effec

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 9, 2022 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number) (

Placement Agent Agreement, dated June 9, 2022, by and between the Company and Oppenheimer & Co. Inc.

Exhibit 10.1 NOVAN, INC. 5,261,311 Units, Each Consisting of One Share of Common Stock (or Pre-Funded Warrant in lieu thereof) and a Warrant to Purchase One Share of Common Stock PLACEMENT AGENT AGREEMENT June 9, 2022 Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: Subject to the terms and conditions herein (this ?Agreement?) Novan, Inc., a Delaware corporatio

2,080,696 Shares of Common Stock Pre-Funded Warrants to Purchase up to 3,180,615 Shares of Common Stock Warrants to Purchase up to 5,261,311 Shares of Common Stock

424B5 1 novn-06102022424b5.htm 424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-262865 PROSPECTUS SUPPLEMENT (To Prospectus dated February 25, 2022) 2,080,696 Shares of Common Stock Pre-Funded Warrants to Purchase up to 3,180,615 Shares of Common Stock Warrants to Purchase up to 5,261,311 Shares of Common Stock We are offering (i) 2,080,696 shares of our common stock, par value $0.0001

Form of Common Warrant

Exhibit 4.1 COMMON STOCK PURCHASE WARRANT NOVAN, INC. Warrant Shares: Issue Date: , 2022 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Closing Date (the ?Initial Exercise Date?) and on or

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 7, 2022 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number) (

Innovative Therapies for Skin Diseases N A S D A Q : N O V N | n o v a n . c o m C O R P O R AT E P R E S E N TAT I O N / M AY 2 0 2 2 Exhibit 99.1 NOVAN.COM FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements including,

Innovative Therapies for Skin Diseases N A S D A Q : N O V N | n o v a n . c o m C O R P O R AT E P R E S E N TAT I O N / M AY 2 0 2 2 Exhibit 99.1 NOVAN.COM FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements including, but not limited to, statements related to the acquisition of EPI Health, LLC (the ?EPI Acquisition?), including the potential benefits of the EPI Acqu

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 20, 2022 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number) (

UNC Sublicense Agreement, dated December 29, 2015, by and between Novan, Inc. and KNOW Bio, LLC.

Exhibit 10.10 Certain confidential information contained in this exhibit have been omitted by means of redacting a portion of the text and replacing it with [***], pursuant to Regulation S-K Item 601(b) of the Securities Act of 1933, as amended. Certain confidential information has been excluded from this exhibit because it is: (i) not material; and (ii) the registrant treats such information as p

Novan Reports First Quarter 2022 Financial Results and Provides Corporate Update – Transformational quarter for Novan, marked by acquisition of EPI Health – – Strongest quarter in total prescriptions for Rhofade increasing 47% from Q1 2021 – – Ongoin

Exhibit 99.1 Novan Reports First Quarter 2022 Financial Results and Provides Corporate Update ? Transformational quarter for Novan, marked by acquisition of EPI Health ? ? Strongest quarter in total prescriptions for Rhofade increasing 47% from Q1 2021 ? ? Ongoing activities toward submission of first New Drug Application (NDA) for berdazimer gel, 10.3% (SB206), targeted before the end of 2022 ? D

Form of Award Agreement Awarding Restricted Stock Units under the Novan, Inc. 2016 Incentive Award Plan.

Exhibit 10.1 NOVAN, INC. 2016 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENT (Awarding Restricted Stock Units) Novan, Inc., a Delaware corporation (the ?Company?), pursuant to the Novan, Inc. 2016 Incentive Award Plan, as amended from time to time (the ?Plan?), hereby grants to the holder listed below (the ?Participant?), an award of restricted stock un

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 16, 2022 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number) (

Assignment and License Agreement, effective as of August 3, 2009, by and between Aspect Pharmaceuticals, LLC and EPI Health, LLC (as successor-in-interest to Vicept Therapeutics, Inc.).

Exhibit 10.7 Certain confidential information contained in this exhibit have been omitted by means of redacting a portion of the text and replacing it with [***], pursuant to Regulation S-K Item 601(b) of the Securities Act of 1933, as amended. Certain confidential information has been excluded from this exhibit because it is: (i) not material; and (ii) the registrant treats such information as pr

Employment Agreement, dated March 11, 2022, by and between Novan, Inc. and John Donofrio.

Exhibit 10.2 Execution Version ? John Donofrio EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is entered into as of the Closing (as defined below) (the ?Effective Date?), by and between Novan, Inc., a Delaware corporation with its principal place of business in Durham County, North Carolina (the ?Company?), and John Donofrio (?Executive?). Executive and the Company may be referre

Amended and Restated Promotion and Collaboration Agreement, effective as of January 1, 2022, by and between MC2 Therapeutics Limited and EPI Health, LLC.

Exhibit 10.6 Certain confidential information contained in this exhibit have been omitted by means of redacting a portion of the text and replacing it with [***], pursuant to Regulation S-K Item 601(b) of the Securities Act of 1933, as amended. Certain confidential information has been excluded from this exhibit because it is: (i) not material; and (ii) the registrant treats such information as pr

Non-Employee Director Compensation Policy.

Exhibit 10.3 NOVAN, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY April 21, 2022 Non-employee members of the board of directors (the ?Board?) of Novan, Inc. (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this ?Policy?). The cash and equity compensation described in this Policy shall be paid or be made, as a

Amended, Restated and Consolidated License Agreement between The University of North Carolina and Novan, Inc., dated as of June 27, 2012, and as amended on November 30, 2012.

Exhibit 10.8 Certain confidential information contained in this exhibit have been omitted by means of redacting a portion of the text and replacing it with [***], pursuant to Regulation S-K Item 601(b) of the Securities Act of 1933, as amended. Certain confidential information has been excluded from this exhibit because it is: (i) not material; and (ii) the registrant treats such information as pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? 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 Number 001-37880 Novan, Inc. (Exact na

Master Manufacturing and Supply Agreement, dated August 16, 2018, by and between DPT Laboratories, Ltd. and EPI Health, LLC (as successor-in-interest to Allergan Sales, LLC)

Exhibit 10.12 Certain confidential information contained in this exhibit have been omitted by means of redacting a portion of the text and replacing it with [***], pursuant to Regulation S-K Item 601(b) of the Securities Act of 1933, as amended. Certain confidential information has been excluded from this exhibit because it is: (i) not material; and (ii) the registrant treats such information as p

Novan Patent and Know-How License Agreement, dated December 29, 2015, by and between Novan, Inc. and KNOW Bio, LLC.

Exhibit 10.11 Certain confidential information contained in this exhibit have been omitted by means of redacting a portion of the text and replacing it with [***], pursuant to Regulation S-K Item 601(b) of the Securities Act of 1933, as amended. Certain confidential information has been excluded from this exhibit because it is: (i) not material; and (ii) the registrant treats such information as p

Second Amendment, dated April 12, 2016, to the Amended, Restated and Consolidated License Agreement between The University of North Carolina and Novan, Inc., dated as of June 27, 2012.

EX-10.9 8 exhibit109secondamendmentd.htm EX-10.9 Exhibit 10.9 Certain confidential information contained in this exhibit have been omitted by means of redacting a portion of the text and replacing it with [***], pursuant to Regulation S-K Item 601(b) of the Securities Act of 1933, as amended. Certain confidential information has been excluded from this exhibit because it is: (i) not material; and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

, 2022

DEF 14A 1 novn-2022def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commissi

April 27, 2022

April 27, 2022 VIA EDGAR U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Attn: Joshua Gorsky and Suzanne Haynes Re: Novan, Inc. Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A Filed April 22, 2022 File No. 001-37880 Ladies and Gentlemen: This letter is submitted on behalf of Novan, Inc. (the ?Company?) to respond to the comment of the staff (the ?S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

VIA EDGAR

VIA EDGAR U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Attn: Joshua Gorsky and Suzanne Haynes Re: Novan, Inc. Preliminary Proxy Statement on Schedule 14A Filed April 11, 2022 File No. 001-37880 Ladies and Gentlemen: This letter is submitted on behalf of Novan, Inc. (the ?Company?) to respond to the comment of the staff (the ?Staff?) of the Securities and Excha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Novan, Inc.

Novan, Inc. 4020 Stirrup Creek Drive Suite 110 Durham, North Carolina 27703 April 11, 2022 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Novan, Inc. Preliminary Proxy Materials Securities and Exchange Commission File No.: 001-37880 Dear Sir or Madam: Pursuant to Rule 14a-6 under the Securities and Exchange Act of 1934, as amended, enclosed for fili

, by and between the Company and Oppenheimer & Co. Inc.

Exhibit 10.1 NOVAN, INC. $50,000,000 COMMON STOCK EQUITY DISTRIBUTION AGREEMENT March 11, 2022 Oppenheimer & Co. Inc. 85 Broad Street, 26th Floor New York, New York 10004 Ladies and Gentlemen: Novan, Inc., a Delaware corporation (the ?Company?), confirms its agreement (this ?Agreement?) with Oppenheimer & Co. Inc., as follows: 1.Issuance and Sale of Shares. The Company agrees that, from time to ti

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 11, 2022 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number)

Unit Purchase Agreement, dated as of March 11, 2022, by and among Novan, Inc., Evening Post Group, LLC and EPI Health, LLC.

Exhibit 2.1 Certain confidential information contained in this exhibit have been omitted by means of redacting a portion of the text and replacing it with [***], pursuant to Regulation S-K Item 601(b) of the Securities Act of 1933, as amended. Certain confidential information has been excluded from this exhibit because it is: (i) not material; and (ii) the registrant treats such information as pri

Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-262865 PROSPECTUS SUPPLEMENT (To prospectus dated February 25, 2022) $50,000,000 Common Stock We have entered into an Equity Distribution Agreement (the ?Equity Distribution Agreement?) with Oppenheimer & Co. Inc. (?Oppenheimer? or ?Sales Agent?), dated March 11, 2022, relating to the sale of shares of our common stock, par value $0.0001 per sh

EPI Health, LLC Interim Financial Statements For the Three Months Ended December 31, 2021 and 2020 TABLE OF CONTENTS Independent Accountant’s Review Report 3 Financial Statements Balance Sheets 4 Statements of Operations 5 Statements of Changes in Me

Exhibit 99.2 EPI Health, LLC Interim Financial Statements For the Three Months Ended December 31, 2021 and 2020 TABLE OF CONTENTS Independent Accountant?s Review Report 3 Financial Statements Balance Sheets 4 Statements of Operations 5 Statements of Changes in Member's Equity 6 Statements of Cash Flows 7 Notes to Financial Statements 8 2 Independent Accountant?s Review Report To the Member of EPI

Secured Promissory Note and Security Agreement, dated as of

Exhibit 10.1 SECURED PROMISSORY NOTE AND SECURITY AGREEMENT $16,500,000.00 March 11, 2022 FOR VALUE RECEIVED, the undersigned NOVAN, INC., a Delaware corporation (?Borrower?), promises to pay to the order of EVENING POST GROUP, LLC, a South Carolina limited liability company (?Lender?), the principal sum of Sixteen Million Five Hundred Thousand and 00/100 Dollars ($16,500,000.00) (the ?Principal A

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 11, 2022 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number)

Novan Acquires EPI Health, a Specialty Dermatology Company Acquisition Represents Forward Integration as a Commercial Organization – EPI Health promotes four prescription products posting 2021 operating revenue of $17.6 million – – Acquisition forwar

Exhibit 99.4 Novan Acquires EPI Health, a Specialty Dermatology Company Acquisition Represents Forward Integration as a Commercial Organization ? EPI Health promotes four prescription products posting 2021 operating revenue of $17.6 million ? ? Acquisition forward integrates Novan with complementary commercial infrastructure to drive commercial launch of SB206, subject to regulatory approval, for

EPI Health, LLC Audited Financial Statements For the Years Ended September 30, 2021 and 2020 TABLE OF CONTENTS Independent Auditor's Report 3 Financial Statements Balance Sheets 5 Statements of Operations 6 Statements of Changes in Member's Equity 7

Exhibit 99.1 EPI Health, LLC Audited Financial Statements For the Years Ended September 30, 2021 and 2020 TABLE OF CONTENTS Independent Auditor's Report 3 Financial Statements Balance Sheets 5 Statements of Operations 6 Statements of Changes in Member's Equity 7 Statements of Cash Flows 8 Notes to Financial Statements 9 2 Independent Auditor?s Report To the Member EPI Health, LLC Charleston, South

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On March 11, 2022, Novan, Inc. (the ?Company?) completed the acquisition (the ?Acquisition?) of EPI Health, LLC (?EPI Health?) pursuant to a unit purchase agreement (the ?Purchase Agreement?) by and among the Company, EPI Health and Evening Post Group, LLC, the sole member of EPI Health (?Seller?), for aggregate consideratio

Novan, Inc. Up to 274,326 Shares of Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-262865 Novan, Inc. Up to 274,326 Shares of Common Stock This prospectus relates to the offer and sale by us of up to 274,326 shares of our common stock, par value $0.0001 per share, that are issuable upon the exercise of warrants, of which (i) warrants to purchase 252,417 shares of our common stock at an exercise price of $3.00 per s

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-262865 Novan, Inc. Up to $12,005,330 of Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-262865 Novan, Inc. Up to $12,005,330 of Common Stock Pursuant to this prospectus we are offering up to $12,005,330 aggregate amount of our common stock, par value $0.0001 per share (the ?Purchase Shares?), to Aspire Capital Fund, LLC (?Aspire Capital?) under a Common Stock Purchase Agreement entered into on July 21, 2020 (?Purchase A

Novan, Inc.

Novan, Inc. 4020 Stirrup Creek Drive Suite 110 Durham, North Carolina 27703 February 24, 2022 VIA EDGAR TRANSMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-0306 Attn: Mr. Michael Davis Re: Novan, Inc. Registration Statement on Form S-3 Filed February 18, 2022 File No. 333-262865 Request for Acceleration Dear Mr. Davis: Pursuant

Royalty and Milestone Payments Purchase Agreement, dated April 29, 2019, by and between Novan, Inc. and Reedy Creek Investments LLC.

Exhibit 10.30 Certain confidential information contained in this exhibit have been omitted by means of redacting a portion of the text and replacing it with [***], pursuant to Regulation S-K Item 601(b) of the Securities Act of 1933, as amended. Certain confidential information has been excluded from this exhibit because it is: (i) not material; and (ii) the registrant treats such information as p

Development Funding and Royalties Agreement, dated May 4, 2019, by and between Novan, Inc. and Ligand Pharmaceuticals Incorporated.

Exhibit 10.31 Certain confidential information contained in this exhibit have been omitted by means of redacting a portion of the text and replacing it with [***], pursuant to Regulation S-K Item 601(b) of the Securities Act of 1933, as amended. Certain confidential information has been excluded from this exhibit because it is: (i) not material; and (ii) the registrant treats such information as p

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

EX-4.2 2 a12312021-10kexhibit42.htm EX-4.2 Exhibit 4.2 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of our capital stock and certain provisions of our restated certificate of incorporation and our amended and restated bylaws is not complete and may not contain all the information you should consider before

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 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 number 001-37880 Novan, Inc. (Ex

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Novan, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forwa

Employment Agreement, dated November 1, 2021, by and between Novan, Inc. and Brian M. Johnson.

EX-10.14 3 a12312021-10kexhibit1014.htm EX-10.14 Exhibit 10.14 Execution Copy EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of November 1, 2021 (the “Effective Date”) by and between Novan, Inc., a Delaware corporation with its principal place of business in Durham County, North Carolina (the “Company”), and Brian M. Johnson (“Executive”). Executive and the Com

Form of Indenture.

Exhibit 4.9 NOVAN, INC. INDENTURE Dated as of [], 20[] [] Trustee TABLE OF CONTENTS PAGE ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions. 1 Section 1.2 Other Definitions. 3 Section 1.3 Incorporation by Reference of Trust Indenture Act. 4 Section 1.4 Rules of Construction. 4 ARTICLE II. THE SECURITIES 5 Section 2.1 Issuable in Series. 5 Section 2.2 Establishment of T

Fourth Amendment, dated November 26, 2018, to the Amended, Restated and Consolidated License Agreement between the University of North Carolina and Novan, Inc., dated as of June 27, 2012.

EX-10.19 4 a12312021-10kexhibit1019.htm EX-10.19 Exhibit 10.19 Certain confidential information contained in this exhibit have been omitted by means of redacting a portion of the text and replacing it with [***], pursuant to Regulation S-K Item 601(b) of the Securities Act of 1933, as amended. Certain confidential information has been excluded from this exhibit because it is: (i) not material; and

As filed with the Securities and Exchange Commission on February 18, 2022

As filed with the Securities and Exchange Commission on February 18, 2022 Registration No.

, 2021, to the Amended, Restated and Consolidated License Agreement between the University of North Carolina and Novan, Inc., dated as of June 27, 2012.

Exhibit 10.20 Certain confidential information contained in this exhibit have been omitted by means of redacting a portion of the text and replacing it with [***], pursuant to Regulation S-K Item 601(b) of the Securities Act of 1933, as amended. Certain confidential information has been excluded from this exhibit because it is: (i) not material; and (ii) the registrant treats such information as p

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 23, 2021 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 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 Number 001-37880 Novan, Inc. (Exac

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 10, 2021 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Numb

Novan Provides Corporate Update and Reports Third Quarter 2021 Financial Results – Company executing on plans for three potential New Drug Application (NDA) filings in three years with the first submission targeted in Q3 2022 for lead program SB206 i

Exhibit 99.1 Novan Provides Corporate Update and Reports Third Quarter 2021 Financial Results ? Company executing on plans for three potential New Drug Application (NDA) filings in three years with the first submission targeted in Q3 2022 for lead program SB206 in molluscum contagiosum ? ? Advancing priority development pipeline assets by progressing SB019, for the treatment of SARS-CoV-2, toward

First Amendment, dated November 9, 2021, to Amended and Restated Employment Agreement dated December 17, 2019, by and between Novan, Inc. and Paula Brown Stafford.

Exhibit 10.1 Execution Copy FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This First Amendment to the Amended and Restated Employment Agreement (?Amendment?) is effective as of November 9, 2021 (the ?Effective Date?), and made and entered into by and among Novan, Inc., a Delaware corporation with its principal place of business in Durham County, North Carolina (the ?Company?) and Pa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 9, 2021 Novan, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 9, 2021 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Numb

Nitric Oxide-Based Medicine N A S D A Q : N O V N | n o v a n . c o m C O R P O R AT E U P D AT E / S E P T E M B E R 9 , 2 0 2 1 Exhibit 99.2 NOVAN.COM FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements including, but n

Nitric Oxide-Based Medicine N A S D A Q : N O V N | n o v a n . c o m C O R P O R AT E U P D AT E / S E P T E M B E R 9 , 2 0 2 1 Exhibit 99.2 NOVAN.COM FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements including, but not limited to, statements related to the potential therapeutic value of the Company?s NITRICIL? platform technology, the Company?s pharmaceutical deve

Novan Announces Strategic Priorities and Outlines Key Milestones – Company planning for three potential New Drug Application (NDA) filings in three years with the first submission expected in Q3 2022 for lead program SB206 in molluscum contagiosum –

Exhibit 99.1 Novan Announces Strategic Priorities and Outlines Key Milestones ? Company planning for three potential New Drug Application (NDA) filings in three years with the first submission expected in Q3 2022 for lead program SB206 in molluscum contagiosum ? ? Late-stage product candidate, SB204 for the treatment of acne vulgaris, selected to advance as second lead program toward pivotal Phase

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 12, 2021 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number

Novan Reports Second Quarter 2021 Financial Results and Provides Corporate Update – Positive data across all three of the Company’s priority pipeline development programs, announced in Q2 2021, further validating the potential of its novel, proprieta

Exhibit 99.1 Novan Reports Second Quarter 2021 Financial Results and Provides Corporate Update ? Positive data across all three of the Company?s priority pipeline development programs, announced in Q2 2021, further validating the potential of its novel, proprietary NITRICIL? technology ? ? Preparation underway for the Company's first New Drug Application filing for lead program, SB206, following t

As filed with the Securities and Exchange Commission on August 12, 2021

As filed with the Securities and Exchange Commission on August 12, 2021 Registration No.

First Amendment, dated August 11, 2021, to Employment Agreement, dated September 23, 2020, by and between Novan, Inc. and John M. Gay.

Exhibit 10.3 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to the Employment Agreement (?Amendment?) is effective as of August 11, 2021 (the ?Effective Date?), and made and entered into by and among Novan, Inc., a Delaware corporation with its principal place of business in Durham County, North Carolina (the ?Company?) and John M. Gay (?Executive?). Throughout the remainder of this

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 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 Number 001-37880 Novan, Inc. (Exact nam

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them.

NOVN / Novan Inc / Reedy Creek Investments LLC Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.

3,636,364 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-236583 PROSPECTUS SUPPLEMENT (To prospectus dated April 10, 2020) 3,636,364 Shares of Common Stock We are offering 3,636,364 shares of our common stock. Our common stock is listed on The Nasdaq Capital Market under the symbol ?NOVN.? On June 16, 2021, the last reported sale price per share of our common stock, as reported on The Nasdaq Capital

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 novn-061720218k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 17, 2021 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporat

Termination of a Material Definitive Agreement

8-K 1 novn-202106188k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 18, 2021 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporat

Underwriting Agreement, dated June 17, 2021, by and between the Company and Cantor Fitzgerald & Co.

Exhibit 1.1 Execution Version NOVAN, INC. 3,636,364 Shares of Common Stock (par value $0.0001 per share) Underwriting Agreement June 17, 2021 Cantor Fitzgerald & Co. As Representative of the several Underwriters listed in Schedule A hereto c/o Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Ladies and Gentlemen: Novan, Inc., a Delaware corporation (the ?Company?), proposes to issue and

NOVN / Novan Inc / RA CAPITAL MANAGEMENT, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Novan, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 66988N205 (CUSIP Number) June 11, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

SUBJECT TO COMPLETION, DATED JUNE 16, 2021

424B5 1 novn-06162021424b5.htm 424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-236583 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an o

Nitric Oxide-Based Medicine novan.com NASDAQ: NOVN SB206: B-SIMPLE4 Top-Line Results June 11, 2021 Exhibit 99.2 Forward-Looking Statements This presentation contains forward-looking statements including, but not limited to, statements related to the

Nitric Oxide-Based Medicine novan.com NASDAQ: NOVN SB206: B-SIMPLE4 Top-Line Results June 11, 2021 Exhibit 99.2 Forward-Looking Statements This presentation contains forward-looking statements including, but not limited to, statements related to the potential therapeutic value of our NITRICIL? platform technology, our pharmaceutical development of nitric oxide-releasing product candidates, includi

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 11, 2021 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number)

Novan Reports Positive Topline Results from Pivotal Phase 3 Trial of SB206 in Patients with Molluscum Contagiosum – B-SIMPLE4 achieves statistical significance for the primary endpoint with p-value less than 0.0001 – – No serious adverse events relat

Exhibit 99.1 Novan Reports Positive Topline Results from Pivotal Phase 3 Trial of SB206 in Patients with Molluscum Contagiosum ? B-SIMPLE4 achieves statistical significance for the primary endpoint with p-value less than 0.0001 ? ? No serious adverse events related to treatment with SB206 ? ? Novan intends to submit New Drug Application (?NDA?) no later than the third quarter of 2022 ? ? Managemen

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 10, 2021 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number)

Novan Announces Positive Preclinical Data in SB019 COVID-19 Anti-Viral Therapy Program – Data indicate that berdazimer sodium prevents progression of SARS-CoV-2 infection in two independent in vivo transmission studies – – Statistically significant,

Exhibit 99.1 Novan Announces Positive Preclinical Data in SB019 COVID-19 Anti-Viral Therapy Program ? Data indicate that berdazimer sodium prevents progression of SARS-CoV-2 infection in two independent in vivo transmission studies ? ? Statistically significant, dose-dependent reduction in the amount of virus in the lung with doses as low as 2 mg/mL ? ? Preliminary toxicology and pharmacology stud

Financial Statements and Exhibits, Other Events

8-K 1 novn-060720218k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 7, 2021 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporati

Results from Novan’s Exploratory Studies Further Demonstrate Antimicrobial Effect of NITRICIL™ Platform Technology with NVN4100 in Companion Animal Health – Positive in vitro results demonstrate antimicrobial effect of NVN4100 against a wide variety

Exhibit 99.1 Results from Novan?s Exploratory Studies Further Demonstrate Antimicrobial Effect of NITRICIL? Platform Technology with NVN4100 in Companion Animal Health ? Positive in vitro results demonstrate antimicrobial effect of NVN4100 against a wide variety of bacteria and suggest a promising bactericidal mode of action ? ? Novel in vivo canine pyoderma model established which serves as a too

Novan Announces 1-for-10 Reverse Stock Split

Exhibit 99.1 Novan Announces 1-for-10 Reverse Stock Split DURHAM, N.C. ? May 25, 2021 ? Novan, Inc. (?the Company? or ?Novan?) (Nasdaq: NOVN), today announced that it has filed a Certificate of Amendment to the Restated Certificate of Incorporation of the Company to implement a one-for-ten reverse split of its issued and outstanding common stock (the ?Reverse Stock Split?). The Reverse Stock Split

Amendment to Restated Certificate of Incorporation of Novan, Inc.

EX-3.1 2 a05252021exhibit31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF NOVAN, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Novan, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: 1. This Certificate of Amendment amends

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

8-K 1 novn-052520218k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 25, 2021 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporati

Novan, Inc. 2016 Incentive Award Plan, as amended and restated.

Exhibit 10.1 NOVAN, INC. 2016 INCENTIVE AWARD PLAN ARTICLE 1. PURPOSE The purpose of the Novan, Inc. 2016 Incentive Award Plan (as it may be amended or restated from time to time, the ?Plan?) is to promote the success and enhance the value of Novan, Inc. the (?Company?) by linking the individual interests of the members of the Board, Employees, and Consultants to those of Company stockholders and

Novan, Inc. Tangible Stockholder Return Plan, as amended and restated.

EX-10.2 4 a05252021exhibit102.htm EX-10.2 Exhibit 10.2 NOVAN, INC. TANGIBLE STOCKHOLDER RETURN PLAN (As Amended and Restated May 25, 2021) 1.Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the Novan, Inc. Tangible Stockholder Return Plan (the “Plan”). The purposes of the Plan are to: (a) enable Novan, Inc., a Delaware corporation (the “Company”) to retain and attract highly-qua

Novan Reports First Quarter 2021 Financial Results and Provides Corporate Update – Topline efficacy results for ongoing Phase 3 study evaluating SB206 as a treatment for molluscum on track for targeted readout before the end of Q2 2021 – – Preclinica

Exhibit 99.1 Novan Reports First Quarter 2021 Financial Results and Provides Corporate Update ? Topline efficacy results for ongoing Phase 3 study evaluating SB206 as a treatment for molluscum on track for targeted readout before the end of Q2 2021 ? ? Preclinical program underway evaluating SB019 with berdazimer sodium as a potential intranasal therapy for COVID-19, with results targeted for read

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 11, 2021 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number) (

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 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 Number 001-37880 Novan, Inc. (Exact na

Lease, dated January 18, 2021, by and between Novan, Inc. and Copper II 2020, LLC, and as amended by the First Amendment to Lease as of March 18, 2021.

Exhibit 10.1 LEASE COPPER II 2020, LLC, a Delaware limited liability company as Landlord, and NOVAN, INC., a Delaware corporation, as Tenant TABLE OF CONTENTS Page 1. PREMISES, BUILDING, PROJECT, AND COMMON AREAS 6 2. LEASE TERM 7 3. BASE RENT 9 4. ADDITIONAL RENT 10 5. USE OF PREMISES 16 6. SERVICES AND UTILITIES 24 7. REPAIRS 27 8. ADDITIONS AND ALTERATIONS 29 9. COVENANT AGAINST LIENS 31 10. IN

Novan, Inc. 2016 Incentive Award Plan, as amended and restated.

Exhibit 10.1 NOVAN, INC. 2016 INCENTIVE AWARD PLAN (As amended March 10, 2021, and approved by the stockholders of Novan, Inc. on May 4, 2021) ARTICLE 1. PURPOSE The purpose of the Novan, Inc. 2016 Incentive Award Plan (as it may be amended or restated from time to time, the ?Plan?) is to promote the success and enhance the value of Novan, Inc. the (?Company?) by linking the individual interests o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 novn-050420218kxasm.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 4, 2021 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorpor

- DEFA14A

DEFA14A 1 novn-20210409defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Com

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

- DEFA14A

DEFA14A 1 novn-2021defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commiss

- PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Nitric Oxide-Based Medicine novan.com NASDAQ: NOVN Corporate Presentation March 9, 2021 Exhibit 99.1 Forward-Looking Statements This presentation contains forward-looking statements including, but not limited to, statements related to the potential t

novncorppresentationmarc Nitric Oxide-Based Medicine novan.com NASDAQ: NOVN Corporate Presentation March 9, 2021 Exhibit 99.1 Forward-Looking Statements This presentation contains forward-looking statements including, but not limited to, statements related to the potential therapeutic value of our NITRICIL™ platform technology, our pharmaceutical development of nitric oxide-releasing product candi

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 9, 2021 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number)

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 novn-030120218k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 1, 2021 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporat

Novan Bolsters Commercialization Expertise with Election of Steven D. Skolsky to Board of Directors – Recognized healthcare and life science industry leader with over 35 years of international product development, strategy and commercialization exper

EX-99.1 3 a03022021exhibit991.htm EX-99.1 Exhibit 99.1 Novan Bolsters Commercialization Expertise with Election of Steven D. Skolsky to Board of Directors – Recognized healthcare and life science industry leader with over 35 years of international product development, strategy and commercialization experience – MORRISVILLE, N.C. – March 2, 2021 – Novan, Inc. (“the Company” or “Novan”) (Nasdaq: NOV

Non-Employee Director Compensation Policy.

EX-10.1 2 a03012021exhibit101.htm EX-10.1 Exhibit 10.1 NOVAN, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY March 1, 2021 Non-employee members of the board of directors (the “Board”) of Novan, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The cash and equity compensation described in t

Novan Reports Full Year 2020 Financial Results and Provides Corporate Update – B-SIMPLE4 pivotal Phase 3 trial evaluating SB206 as a treatment for molluscum contagiosum progressing with top-line efficacy results targeted before the end of Q2 2021 – –

EX-99.1 2 a02252021exhibit991.htm EX-99.1 Exhibit 99.1 Novan Reports Full Year 2020 Financial Results and Provides Corporate Update – B-SIMPLE4 pivotal Phase 3 trial evaluating SB206 as a treatment for molluscum contagiosum progressing with top-line efficacy results targeted before the end of Q2 2021 – – Company targeting initiating preclinical studies for intranasal formulation of berdazimer sodi

Nitric Oxide-Based Medicine novan.com NASDAQ: NOVN Corporate Presentation February 24, 2021 Exhibit 99.2 Forward-Looking Statements This presentation contains forward-looking statements including, but not limited to, statements related to the potenti

Nitric Oxide-Based Medicine novan.com NASDAQ: NOVN Corporate Presentation February 24, 2021 Exhibit 99.2 Forward-Looking Statements This presentation contains forward-looking statements including, but not limited to, statements related to the potential therapeutic value of our NITRICIL? platform technology, our pharmaceutical development of nitric oxide-releasing product candidates, our intention

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 novn-022420218ker.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 24, 2021 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of inco

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

Exhibit 4.2 DESCRIPTION OF REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of our capital stock and certain provisions of our restated certificate of incorporation and our amended and restated bylaws is not complete and may not contain all the information you should consider before investing in our capital stock. This descr

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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 number 001-37880 Novan, Inc. (Ex

Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 29, 2021 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 2)* NOVAN, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 66988N106

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 novn-011820218k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 18, 2021 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorpo

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 3, 2020 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Numbe

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 30, 2020 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Numbe

Letter Amendment, dated August 20, 2020, to the Paycheck Protection Term Note, dated April 22, 2020, in favor of PNC Bank, National Association.

Exhibit 10.1 08/20/2020 NOVAN INC Attn: John Gay, Paula Stafford This letter describes amendments made by PNC to your Paycheck Protection Program loan documents as a result of the Paycheck Protection Program Flexibility Act of 2020, which was signed into law on June 5, 2020 Key terms used in this letter include: ◦PPP the SBA's Paycheck Protection Program ◦Facility your PPP loan ◦Note the note, as

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 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 Number 001-37880 Novan, Inc. (Exac

Novan Reports Third Quarter 2020 Financial Results and Provides Corporate Update – Lead product candidate, SB206 currently being evaluated in B-SIMPLE4 pivotal Phase 3 study in molluscum contagiosum with topline data targeted for Q2 2021 – – First to

Exhibit 99.1 Novan Reports Third Quarter 2020 Financial Results and Provides Corporate Update – Lead product candidate, SB206 currently being evaluated in B-SIMPLE4 pivotal Phase 3 study in molluscum contagiosum with topline data targeted for Q2 2021 – – First to demonstrate antiviral effect of nitric oxide-based medicine against SARS-CoV-2 in an in vitro model that mimics the human airway epithel

Form of Director and Executive Officer Indemnification Agreement.

EX-10.6 4 exhibit106q32020.htm EX-10.6 Exhibit 10.6 NOVAN, INC. INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20 between Novan, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as [directors] [officers] or in other

Lease Termination Agreement, dated July 16, 2020, by and between Novan, Inc. and Durham Hopson, LLC.

Exhibit 10.5 LEASE TERMINATION AGREEMENT THIS LEASE TERMINATION AGREEMENT (this “Termination Agreement”) is made and entered into as of the 16th day of July, 2020, by and between DURHAM HOPSON, LLC, a Delaware limited liability company, (as successor-in-interest to Durham Hopson Road, LLC) hereinafter called “Landlord”; and NOVAN, INC., a Delaware corporation, hereinafter called “Tenant”. STATEMEN

Novan’s NITRICIL™ Technology Shows In Vitro Antiviral Effect Against SARS-CoV-2 in Human Airway Infection Model - First demonstration of antiviral effect of nitric oxide-based medicine against SARS-CoV-2 in an in vitro model that mimics the human air

Exhibit 99.1 Novan’s NITRICIL™ Technology Shows In Vitro Antiviral Effect Against SARS-CoV-2 in Human Airway Infection Model - First demonstration of antiviral effect of nitric oxide-based medicine against SARS-CoV-2 in an in vitro model that mimics the human airway epithelium - Company believes preclinical results demonstrate high potential for clinical translation - Company plans to initiate Che

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 14, 2020 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Numbe

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 23, 2020 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Num

Non-Employee Director Compensation Policy.

Exhibit 10.1 NOVAN, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY October 1, 2020 Non-employee members of the board of directors (the “Board”) of Novan, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The cash and equity compensation described in this Policy shall be paid or be made, as

Employment Agreement, dated September 23, 2020, by and between Novan, Inc. and John M. Gay.

Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of September 23, 2020 (the “Effective Date”) by and between Novan, Inc., a Delaware corporation with its principal place of business in Durham County, North Carolina (the “Company”), and John M. Gay (“Executive”). WITNESSETH: WHEREAS, Executive has been serving as the principal financial officer of the

Novan Strengthens Financial Leadership with Appointments of Chief Financial Officer and Seasoned Industry Executive to Board of Directors - John M. Gay, Vice President, Finance and Corporate Controller with over 20 years of financial and accounting e

Exhibit 99.1 Novan Strengthens Financial Leadership with Appointments of Chief Financial Officer and Seasoned Industry Executive to Board of Directors - John M. Gay, Vice President, Finance and Corporate Controller with over 20 years of financial and accounting experience appointed as Chief Financial Officer - James L. Bierman, seasoned industry executive with extensive strategic financial experti

novan.com Exhibit 99.2 NASDAQ: NOVN Nitric Oxide-Based Medicine Corporate Presentation September 2020 Forward-Looking Statements This presentation contains forward-looking statements including, but not limited to, statements related to pharmaceutical

novncorporatepresentatio novan.com Exhibit 99.2 NASDAQ: NOVN Nitric Oxide-Based Medicine Corporate Presentation September 2020 Forward-Looking Statements This presentation contains forward-looking statements including, but not limited to, statements related to pharmaceutical development of nitric oxide-releasing product candidates and our intention to advance development of certain product candida

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 14, 2020 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Num

Novan Provides Pipeline and Priority Development Programs Update - Lead product candidate, SB206 currently being evaluated in B-SIMPLE4 pivotal Phase 3 study in molluscum contagiosum with topline data targeted for Q2 2021 - - In vitro assessments of

Exhibit 99.1 Novan Provides Pipeline and Priority Development Programs Update - Lead product candidate, SB206 currently being evaluated in B-SIMPLE4 pivotal Phase 3 study in molluscum contagiosum with topline data targeted for Q2 2021 - - In vitro assessments of ability of NITRICIL™ to inhibit the replication mechanisms of SARS-COV-2 (COVID-19) underway with key findings targeted before year end -

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 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 Number 001-37880 Novan, Inc. (Exact nam

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 28, 2020 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number)

Novan President and CEO, Paula Brown Stafford Named Chairman of the Board

Exhibit 99.1 Novan President and CEO, Paula Brown Stafford Named Chairman of the Board • Expanded role of Ms. Stafford as Chairman reflects the Board’s confidence in her leadership of the Company and strategic direction • Renowned pharmaceutical executive Robert Ingram retiring as Executive Chair and remaining a member of Board of Directors MORRISVILLE, N.C. – July 28, 2020 – Novan, Inc. ("the Com

Financial Statements and Exhibits, Other Events

8-K 1 novn-072820208k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 28, 2020 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporat

plus 1,000,000 Commitment Shares Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-236583 Prospectus Supplement (To prospectus dated April 10, 2020) $30,000,000 plus 1,000,000 Commitment Shares Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering up to $30,000,000 of shares of our common stock, par value $0.0001 per share, or our common stock, to Aspire Capital Fund, LLC, or Asp

Common Stock Purchase Agreement, dated July 21, 2020, by and between Novan, Inc. and Aspire Capital Fund, LLC.

Exhibit 10.1 Execution Version COMMON STOCK PURCHASE AGREEMENT COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of July 21, 2020 by and between NOVAN, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof. WHEREAS: Sub

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 21, 2020 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number)

Registration Rights Agreement, dated July 21, 2020, by and between Novan, Inc. and Aspire Capital Fund, LLC.

Exhibit 4.1 Execution Copy REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 21, 2020, by and between NOVAN, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the

Termination of a Material Definitive Agreement, Material Impairments, Costs Associated with Exit or Disposal Activities

8-K 1 novn-071620208k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 16, 2020 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporat

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 9, 2020 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number) (

Novan Anticipates Current Cash Position Provides Sufficient Capital to Conduct Additional SB206 Phase 3 Pivotal Trial

Exhibit 99.1 Novan Anticipates Current Cash Position Provides Sufficient Capital to Conduct Additional SB206 Phase 3 Pivotal Trial MORRISVILLE, N.C. - June 25, 2020 - Novan, Inc. ("the Company" or "Novan") (Nasdaq:NOVN) today announced that the Company anticipates that its current cash position will be sufficient to fund costs associated with conducting an additional Phase 3 pivotal trial for SB20

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 25, 2020 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number)

NOVN / Novan, Inc. / Reedy Creek Investments Llc Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.

June 18, 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Common Stock Purchase Agreement, dated June 15, 2020, between Novan, Inc. and Aspire Capital Fund, LLC.

Exhibit 10.1 Execution Version COMMON STOCK PURCHASE AGREEMENT COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of June 15, 2020 by and between NOVAN, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof. WHEREAS: Sub

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 15, 2020 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number)

Registration Rights Agreement, dated June 15, 2020, between Novan, Inc. and Aspire Capital Fund, LLC

Exhibit 4.1 Execution Version REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 15, 2020, by and between NOVAN, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have t

plus 1,449,275 Commitment Shares Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-236583 Prospectus Supplement (To prospectus dated April 10, 2020) $20,000,000 plus 1,449,275 Commitment Shares Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering up to $20,000,000 of shares of our common stock, par value $0.0001 per share, or our common stock, to Aspire Capital Fund, LLC, or Asp

- PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Annual Report - 10-K/A

10-K/A 1 novn-12312019x10ka.htm 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition peri

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 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 Number 001-37880 Novan, Inc. (Exact na

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-37880 CUSIP NUMBER 66988N106 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 1l-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2020 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transi

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 14, 2020 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation) (Commission File Number) (

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 17, 2020 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation or organization) (Commiss

Paycheck Protection Program Term Note, dated April 22, 2020, in favor of PNC Bank, National Association

Exhibit 10.1 Paycheck Protection Program Term Note $955,800.00 April 22, 2020 FOR VALUE RECEIVED, NOVAN, INC. (the “Borrower”), with an address at 4105 HOPSON ROAD, MORRISVILLE, NORTH CAROLINA 27560, promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Bank”), in lawful money of the United States of America in immediately available funds at its offices located at 222 Delaware Avenu

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-236583 Novan, Inc. 24,088,758 Shares of Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-236583 Novan, Inc. 24,088,758 Shares of Common Stock This prospectus relates to the offer and sale by us of 24,088,758 shares of our common stock, par value $0.0001 per share, that are issuable upon the exercise of warrants, of which (i) warrants to purchase 10,000,000 shares of our common stock at an exercise price of $4.66 per shar

NOVN / Novan, Inc. S-3/A - - S-3/A

As filed with the Securities and Exchange Commission on April 9, 2020 Registration No.

-

Novan, Inc. 4105 Hopson Road Morrisville, North Carolina 27560 April 8, 2020 VIA EDGAR TRANSMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-0306 Attn: Mr. Jeffrey Gabor Re: Novan, Inc. Registration Statement on Form S-3 Filed February 24, 2020 File No. 333-236583 Request for Acceleration Dear Mr. Gabor: Pursuant to Rule 461 promu

NOVN / Novan, Inc. S-3/A - - S-3/A

As filed with the Securities and Exchange Commission on April 7, 2020 Registration No.

Novan Receives Verbal Guidance from FDA for SB206 and Announces Sato Program Advancement

Exhibit 99.1 Novan Receives Verbal Guidance from FDA for SB206 and Announces Sato Program Advancement •Per verbal guidance, FDA to consider one additional pivotal trial •FDA-generated minutes expected on or before May 1, 2020 •Sato Pharmaceutical to begin start-up of Phase 1 trial in Japan MORRISVILLE, N.C. - April 3, 2020 - Novan, Inc. (“the Company” or “Novan”) (Nasdaq:NOVN) today announced that

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 3, 2020 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation or organization) (Commissi

NOVN / Novan, Inc. / Reedy Creek Investments Llc Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.

NOVN / Novan, Inc. / Moglia Joseph H - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No.

Form of March 2020 Registered Direct Offering Pre-Funded Warrant.

Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT NOVAN, INC. Warrant Shares: Issue Date:, 2020 Initial Exercise Date:, 2020 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the dat

Form of Securities Purchase Agreement, dated March 24, 2020, by and between the Company and each Purchaser thereto

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 24, 2020, between Novan, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth i

Form of March 2020 Registered Direct Offering Placement Agent Warrant.

Exhibit 4.2 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT NOVAN, INC. Warrant Shares: Issue Date:, 2020 Initial Exercise Date:, 2020 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or aft

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 novn-032420208k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 24, 2020 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorpora

NOVAN, INC. 10,550,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 8,054,652 Shares of Common Stock Placement Agent Warrants to Purchase up to 558,140 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-220761 Prospectus Supplement (To prospectus dated October 10, 2017) NOVAN, INC. 10,550,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 8,054,652 Shares of Common Stock Placement Agent Warrants to Purchase up to 558,140 Shares of Common Stock We are offering 10,550,000 shares of common stock. Each share of comm

Novan Announces Data from B-SIMPLE Week 24 Safety Evaluation and COVID-19 Business Updates

Exhibit 99.1 Novan Announces Data from B-SIMPLE Week 24 Safety Evaluation and COVID-19 Business Updates • Favorable SB206 Week 24 safety and scarring profiles • Type C teleconference with FDA for SB206 remains scheduled on April 1, 2020 • Novan intends to screen NVN1000 against a number of viruses, including SARS-CoV-2 MORRISVILLE, N.C. - March 23, 2020 - Novan, Inc. (“the Company” or “Novan”) (Na

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 23, 2020 Novan, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37880 20-4427682 (State or other jurisdiction of incorporation or organization) (Commiss

Exhibit 99.2 Corporate Overview March 2020 1 Forward-Looking Statements This presentation includes forward-looking statements that reflect our current views with respect to, among other things, our plans to develop and commercialize our product candi

a20200323novancorporateo Exhibit 99.2 Corporate Overview March 2020 1 Forward-Looking Statements This presentation includes forward-looking statements that reflect our current views with respect to, among other things, our plans to develop and commercialize our product candidates, including our interpretation of preclinical and clinical studies and the success and timing of our product development

NOVN / Novan, Inc. / Reedy Creek Investments Llc Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.

NOVN / Novan, Inc. / Moglia Joseph H - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No.

NOVN / Novan, Inc. / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.   )* Novan, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 66988N106 (CUSIP Number) March 3, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

NOVN / Novan, Inc. / ARMISTICE CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.