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( Mark One ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 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 Large accelerated filer Non - accelerated filer FORM 10 - K Commission file number 001-37880 Novan , Inc. ( Exact name of registrant as specified in its charter ) Delaware ( State or other jurisdiction of incorporation or organization ) 4105 Hopson Road Morrisville , North Carolina ( Address of principal executive offices ) Title of Each Class Common Stock , $ 0.0001 par value 20-4427682 ( I.R.S. Employer Identification No. ) Registrant's telephone number , including area code : ( 919 ) 485-8080 Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) NOVN 27560 ( Zip Code ) Securities registered pursuant to Section 12 ( g ) of the Act : None Name of Each Exchange on Which Registered The Nasdaq Stock Market LLC Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes " No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Act . Yes Nox Indicate by check mark whether the registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes x No " Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes x No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . The number of shares of registrant's common stock outstanding as of February 10 , 2021 was 150,791,150 . 1 Accelerated filer Smaller reporting company Emerging growth company ■ If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C.7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No As of June 30 , 2020 , the last business day of the registrant's most recently completed second fiscal quarter , the aggregate market value of common stock held by non affiliates of the registrant was approximately $ 56.8 million ( based on a closing price of $ 0.48 per share as reported by the Nasdaq Global Market on June 30 , 2020 ) . For purposes of this calculation , shares of common stock beneficially owned by the registrant's officers , directors and certain stockholders as of June 30 , 2020 have been excluded in that such persons may be deemed to be affiliates . This determination of affiliate status is not necessarily a conclusive determination for other purposes . The registrant has no non - voting common equity .