Current Report Filing (8-k)
June 10 2020 - 5:01PM
Edgar (US Regulatory)
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 9, 2020
Menlo Therapeutics Inc.
(Exact name of registrant as specified
in its charter)
Delaware
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001-38356
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45-3757789
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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520 U.S. Highway 22, Suite 204
Bridgewater, New Jersey 08807
(Address of principal executive offices,
including Zip Code)
(800) 755-7936
(Registrant’s telephone number,
including area code)
(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:
☐ Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which
registered
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Common Stock, $0.0001 par value
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MNLO
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging
growth company 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 x
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. x
Item 4.01 Changes in Registrant’s Certifying Accountant.
On June 9, 2020, the audit committee (the “Audit Committee”)
of the board of directors of Menlo Therapeutics Inc. (the “Company”) dismissed Kesselman & Kesselman (“Kesselman”)
as the Company’s independent registered public accounting firm and appointed PricewaterhouseCoopers LLP (“PwC”)
as the Company’s independent registered public accounting firm for the year ending December 31, 2020. Kesselman is an Israeli
member firm of PwC and served as the independent registered public accounting firm for Foamix Pharmaceuticals Ltd. (“Foamix”)
prior to its merger with the Company on March 9, 2020 (the “Merger”). This decision was made by the Audit Committee
in connection with the transition of the Company’s accounting and finance functions from Israel to the United States.
Kesselman
did not issue a report on the Company’s financial statements as of and for the years ended December 31, 2019 and December
31, 2018 as they were appointed on April 2, 2020. As previously disclosed in the Company’s Current Report on Form 8-K, filed
on April 6, 2020, Mayer Hoffman, the former auditor of the Company, issued a report on the Company’s financial statements
as of and for the years ended December 31, 2019 and 2018 which did not contain an adverse opinion or a disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During
the years ended December 31, 2019 and December 31, 2018, and for the subsequent interim period through June 9,
2020, there were no: (i) disagreements as that term is defined in Item
304(a)(1)(iv) of Regulation S-K, between the Company and Kesselman on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures which, if not resolved to the satisfaction of Kesselman,
would have caused Kesselman to make reference thereto in connection with the Company’s quarterly report on Form 10-Q
for the quarterly period ended March 31, 2020; or (ii) reportable events as described in Item 304(a)(1)(v) of Regulation
S-K.
The Company provided Kesselman with a copy of the foregoing
disclosures and requested that Kesselman provide a letter addressed to the U.S. Securities and Exchange Commission stating whether
it agrees with such disclosures in accordance with Item 304(a)(3) of Regulation S-K. A copy of Kesselman’s letter dated June
9, 2020 is filed herein as Exhibit 16.1.
During the years ended December
31, 2019 and December 31, 2018, and the subsequent interim period through June 9, 2020, neither
the Company nor anyone acting on its behalf consulted with PwC regarding any of the matters set forth in Item 304(a)(2)(i) or (ii)
of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MENLO THERAPEUTICS INC.
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Date: June 10, 2020
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By:
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/s/ Mutya Harsch
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Mutya Harsch
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Chief Legal Officer and General Counsel
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