SEC Comment Letter for Novan, Inc. (CIK 0001467154) — Apr 22, 2022
Novan, Inc. (CIK 0001467154)
Date: April 22, 2022 · CIK: 0001467154 · Accession: 0000000000-22-004336
AI Filing Summary & Sentiment
File numbers found in text: 001-37880
Letter
United States securities and exchange commission logo April 22, 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. Amendment No. 1 to Preliminary Proxy Statement on Form PRE14A Filed April 22, 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 and any amendment you may file in response to these comments, we may have additional comments. Amendment No. 1 to Preliminary Proxy Statement on Form PRE 14A, filed April 22, 2022 Proposal 4, page 19 1.We note your response to our prior comment 1; however we cannot agree that Item 14 information is not required in your preliminary proxy statement. Note A to Schedule 14A provides that "[w]here any item calls for information with respect to any matter to be acted upon and such matter involves other matters with respect to which information is called for by other items of this schedule, the information called for by such other items also shall be given." Note A includes the example of a solicitation for the purpose of approving the authorization of additional securities but there is no indication that the example was intended to be the only instance in which Note A applies. Additionally, Note A's application is not limited to circumstances where the approval is required to consummate the acquisition. It applies when the matter to be acted on involves other matters with respect to which information is called for by other items in Schedule 14A.
FirstName LastNamePaula Brown Stafford Comapany NameNovan, Inc. April 22, 2022 Page 2 FirstName LastName Paula Brown Stafford Novan, Inc. April 22, 2022 Page 2 Here, Proposal 4 is a solicitation of your shareholders for the purpose of issuing shares pursuant to a Unit Purchase Agreement with EPI Health and Evening Post Group, LLC, a solicitation that directly implicates Item 14. Accordingly, please revise to provide all information that is required by Item 14 of Schedule 14A. 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.
Show Raw Text
United States securities and exchange commission logo
April 22, 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.
Amendment No. 1 to Preliminary Proxy Statement on Form PRE14A
Filed April 22, 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 and any amendment you may file in response to these
comments, we may have additional comments.
Amendment No. 1 to Preliminary Proxy Statement on Form PRE 14A, filed April 22, 2022
Proposal 4, page 19
1.We note your response to our prior comment 1; however we cannot agree that Item 14
information is not required in your preliminary proxy statement. Note A to Schedule 14A
provides that "[w]here any item calls for information with respect to any matter to be
acted upon and such matter involves other matters with respect to which information is
called for by other items of this schedule, the information called for by such other items
also shall be given." Note A includes the example of a solicitation for the purpose of
approving the authorization of additional securities but there is no indication that the
example was intended to be the only instance in which Note A applies. Additionally,
Note A's application is not limited to circumstances where the approval is required to
consummate the acquisition. It applies when the matter to be acted on involves other
matters with respect to which information is called for by other items in Schedule 14A.
FirstName LastNamePaula Brown Stafford
Comapany NameNovan, Inc.
April 22, 2022 Page 2
FirstName LastName
Paula Brown Stafford
Novan, Inc.
April 22, 2022
Page 2
Here, Proposal 4 is a solicitation of your shareholders for the purpose of issuing shares
pursuant to a Unit Purchase Agreement with EPI Health and Evening Post Group, LLC, a
solicitation that directly implicates Item 14. Accordingly, please revise to provide all
information that is required by Item 14 of Schedule 14A.
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.