UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 28, 2017

Novan, Inc.

(Exact name of registrant as specified in its charter)

4105 Hopson Road, Morrisville, North Carolina 27560

(Address of principal executive offices) (Zip Code)

(919) 485-8080

(Registrant’s telephone number, include area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☒

On June 28, 2017, Novan, Inc. (the “Company”) and William L. Hodges, Interim Chief Financial Officer of the Company, entered into an amendment (the “Letter Agreement”) to the offer letter (the “Offer Letter”) dated March 21, 2017. The Letter Agreement provides that Mr. Hodges will continue to serve as the Company’s Interim Chief Financial Officer and principal financial and accounting officer through August 15, 2017 (the “Extension Period”). Pursuant to the Letter Agreement, Mr. Hodges will continue to receive the same monthly base salary during the Extension Period as established in the Offer Letter and received a stock option award on June 28, 2017 to purchase 8,000 shares of the Company’s common stock, vesting at the end of the Extension Period.

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Offer Letter was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 22, 2017.

See the Exhibit Index which follows the signature page of this Current Report on Form 8-K, which is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX