Amended Current Report Filing (8-k/a)
May 07 2020 - 5:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported) May 7, 2020 (March 9, 2020)
Menlo Therapeutics Inc.
(Exact name of registrant as specified
in its charter)
Delaware
(State or other jurisdiction
of incorporation)
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001-38356
(Commission
File Number)
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45-3757789
(I. R. S. Employer
Identification No.)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CI-’R 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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, par value $0.0001
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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
Explanatory Note
On March
9, 2020, pursuant to the Agreement and Plan of Merger, dated as of November 10, 2019, as amended on December 4, 2019 (as amended,
the “Merger Agreement”), by and among Menlo Therapeutics Inc. (“Menlo” or the “Company”),
Foamix Pharmaceuticals Ltd., a company organized under the laws of Israel (“Foamix”), and Giants Merger Subsidiary,
Ltd., a direct, wholly owned subsidiary of the Company (“Merger Sub”), Merger Sub merged with and into Foamix,
with Foamix surviving as a wholly owned subsidiary of the Company (the “Merger”).
This Current
Report on Form 8-K/A amends and supplements Item 9.01 of the Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 10, 2020, related to the completion of the Merger (the “Original Form 8-K”). The purpose
of this amendment is to provide certain historical financial statements for Foamix and certain pro forma financial information
in connection with the Merger.
Except as set forth herein, no modifications
have been made to the information contained in the Original Form 8-K.
Item 9.01. Financial Statements and
Exhibits.
(a) Financial
Statements of Business Acquired
The historical
audited consolidated balance sheets of Foamix as of December 31, 2019 and 2018 and the related consolidated statements of operations,
comprehensive loss, changes in shareholders’ equity and cash flows for each of the three years in the period ended December
31, 2019 are included as Exhibit 99.1 hereto and incorporated by reference in this Item 9.01(a).
(b) Pro
Forma Financial Information
The
Company’s unaudited pro forma combined financial information and explanatory notes for the year ended December
31, 2019 are included as Exhibit 99.2 hereto and incorporated by reference in this Item 9.01(b).
(d) Exhibits
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.
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Menlo Therapeutics Inc.
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/s/ Mutya
Harsch
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By: Mutya Harsch
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Chief Legal Officer and General Counsel
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Date: May 7, 2020
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