SEC Form SC 13G filed by Novan, Inc.

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 to which this Schedule is filed:

¨    Rule 13d-1(b) 

x   Rule 13d-1(c) 

¨    Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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 (however, see the Notes).

CUSIP No. 66988N205

¹ On June 11, 2021 the reporting person acquired a beneficial ownership of greater than 5%. As of June 21, 2021 the reporting person has a beneficial ownership of 0%.

CUSIP No. 66988N205

² On June 11, 2021 the reporting person acquired a beneficial ownership of greater than 5%. As of June 21, 2021 the reporting person has a beneficial ownership of 0%.

CUSIP No. 66988N205

³ On June 11, 2021 the reporting person acquired a beneficial ownership of greater than 5%. As of June 21, 2021 the reporting person has a beneficial ownership of 0%.

CUSIP No. 66988N205

⁴ On June 11, 2021 the reporting person acquired a beneficial ownership of greater than 5%. As of June 21, 2021 the reporting person has a beneficial ownership of 0%.

Novan, Inc. (the “Issuer”)

4020 Stirrup Creek Drive, Suite 110 Durham, North Carolina 27703

The names of the persons filing this report (collectively, the “Reporting Persons”) are: 

RA Capital Management, L.P. (“RA Capital”) 

Peter Kolchinsky 

Rajeev Shah 

RA Capital Healthcare Fund, L.P. (the “Fund”)

The address of the principal business office of each of the Reporting Persons is: 

c/o RA Capital Management, L.P., 200 Berkeley Street, 18^th Floor, Boston MA 02116

RA Capital and the Fund are Delaware limited partnerships. Dr. Kolchinsky and Mr. Shah are United States citizens.

Common stock, par value $0.0001 per share (“Common Stock”)

66988N205

Not applicable.

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentages reported are based on 15,170,715 outstanding Common Stock, as reported in the Issuer’s Form 10-Q filed with the SEC on May 11, 2021 and giving 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 SEC on May 25, 2021.

On June 11, 2021, the Fund acquired a beneficial ownership of the Issuer greater than 5%. As of June 21, 2021, the Fund directly holds 0 shares.

RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Act”), of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund’s portfolio, including the shares of the Issuer’s Common Stock reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days’ notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim ownership of the securities reported in this Schedule 13G Statement (the “Statement”) other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of the Statement shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following x

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

EXHIBIT 1

AGREEMENT

This Joint Filing Agreement, dated as of June 21, 2021, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”).

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Common Stock, par value $0.0001 per share of Novan, Inc. beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.

Executed and delivered as of the date first above written.