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April 21, 2022
Paula Brown Stafford
Chairman, President and Chief Executive Officer
Novan, Inc.
4020 Stirrup Creek Drive, Suite 110
Durham, North Carolina 27703
Re:Novan, Inc.
Preliminary Proxy Statement on Form PRE14A
Filed April 11, 2022
File No. 001-37880
Dear Ms. Stafford:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Form PRE 14A, filed April 11, 2022
Proposal 4, page 19
1.We note that Proposal 4 of your proxy statement seeks the authorization of the "potential
issuance of shares of common stock in connection with the acquisition of EPI Health[.]"
Given that this proposal involves a solicitation of shareholders for the purpose of
approving the issuance of additional securities which are to be used to acquire another
specified company, and your shareholders will not have a separate opportunity to vote
upon the transaction, please revise your disclosure to include the information required
pursuant to Note A of Schedule 14A, including the information set forth in Items 11, 13
and 14 of Schedule 14A.  Within such disclosure, please be sure to include the amount of
securities to be issued, all financial information required by Items 13 and 14 of Schedule
14A and all transaction-related information required by Item 14 of Schedule 14A.
Additionally, please file the amended proxy statement with the PREM14A
EDGAR tag and ensure that any subsequent proxy statement filings are properly

 FirstName LastNamePaula Brown Stafford
 Comapany NameNovan, Inc.
 April 21, 2022 Page 2
 FirstName LastName
Paula Brown Stafford
Novan, Inc.
April 21, 2022
Page 2
designated.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Joshua Gorsky at 202-551-7836 or Suzanne Hayes at 202-551-3675 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       James Jolley, Esq.