SEC Form SC 13D/A filed by Novan, Inc. (Amendment)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

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This Amendment No. 5 (the “Amendment No. 5”) to Schedule 13D relating to the Common Stock, par value $0.0001 per share (the “Common Stock”), of Novan, Inc., a Delaware corporation (“Novan” or the “Issuer”), is filed to amend certain Items of the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on January 22, 2018, as amended by Amendment No. 1 to the Schedule 13D filed with the Commission on March 13, 2020, Amendment No. 2 to the Schedule 13D filed with the Commission on April 2, 2020, Amendment No. 3 to the Schedule 13D filed with the Commission on June 18, 2020, and Amendment No. 4 to the Schedule 13D filed with the Commission on January 6, 2021  (as so amended, the “Schedule 13D”) on behalf of each of (i) Reedy Creek Investments LLC (“Reedy Creek”), (ii) Donald R. Parker, (iii) James H. Goodnight Management Trust (the “Trust”), and (iv) James H. Goodnight (collectively, the “Reporting Persons”).  Except as set forth in this Amendment No. 5, all Items in the Schedule 13D are unchanged.

The ownership percentages reported are based on 18,807,042 outstanding shares of Common Stock, as reported in the Issuer’s Prospectus Supplement filed with the Commission on June 21, 2021, which gives effect to a reverse stock split conversion of every 10 shares to 1 share which occurred on May 25, 2021 as reported in the Issuer’s Form 8-K filed with the Commission on May 25, 2021 (the “Reverse Stock Split”). All amounts of Common Stock presented herein give effect to the Reverse Stock Split.

On June 21, 2021, the Issuer filed a Current Report on Form 8-K (the “Form 8-K”) with the Commission reporting that, on June 21, 2021, it completed an underwritten public offering (the “Offering”) of 3,636,364 shares of Common Stock. None of the Reporting Persons purchased or sold any shares of Common Stock in the Offering.

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As of the date hereof, James H. Goodnight may be deemed to beneficially own, in the aggregate, 485,830 shares of Common Stock, for which Dr. Goodnight shares voting and dispositive power, consisting of 242,915 shares of Common Stock and Warrants to acquire 242,915 shares of Common Stock held by Reedy Creek, which represents approximately 2.6% of the shares of Common Stock.

(c)          Recent Transactions.

The Reporting Persons have not effected any transaction in the shares of Common Stock during the past 60 days.

(d)          Certain Rights to Receive Dividends or Direct Sale Proceeds.

Except as set forth in the Schedule 13D, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock covered by the Schedule 13D.

(e)          Ownership of Five Percent or Less of Class.

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.