MNLO Menlo Therapeutics Inc

As filed with the Securities and Exchange Commission on January 6, 2020

Registration No. 333-235351

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

200 Cardinal Way, 2nd Floor

Redwood City, California 94063

(650) 486-1416

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Steven L. Basta

President and Chief Executive Officer

Menlo Therapeutics Inc.

200 Cardinal Way, 2nd Floor

Redwood City, California 94063

(650) 486-1416

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed joint proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or 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.

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 7(a)(2)(B) of the Securities Act. ☒

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This joint proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of such securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction.

PRELIMINARY—SUBJECT TO COMPLETION—DATED JANUARY 6, 2020

JOINT PROXY STATEMENT/PROSPECTUS

 

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

Dear Foamix Pharmaceuticals Ltd. shareholders and Menlo Therapeutics Inc. stockholders:

Each of Foamix Pharmaceuticals Ltd. (“Foamix”) and Menlo Therapeutics Inc. (“Menlo”) cordially invites its respective shareholders or stockholders (as applicable) to attend an extraordinary general meeting of shareholders of Foamix or a special meeting of stockholders of Menlo.

The Foamix extraordinary general shareholder meeting will be held at 11:00 a.m., Eastern Standard Time, on February 6, 2020, at Foamix’s U.S. offices located at 520 U.S. Highway 22, Suite 204, Bridgewater, NJ 08807.

The Menlo special stockholder meeting will be held at 8:00 a.m., Pacific Standard Time, on February 6, 2020, at the offices of Latham & Watkins LLP at 140 Scott Drive, Menlo Park, California 94025.

Foamix Shares

As previously announced, on November 10, 2019, Foamix, Menlo and Giants Merger Subsidiary Ltd., a wholly-owned subsidiary of Menlo (“Merger Sub”), entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of December 4, 2019, as may be further amended from time to time, the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Foamix, with Foamix surviving as a wholly-owned subsidiary of Menlo (the “Merger”). Each ordinary share of Foamix that is issued and outstanding (other than certain excluded shares) will be deemed transferred to Menlo in consideration for the right to receive 0.5924 of a share of Menlo common stock subject to upwards adjustment to 1.2739 or 1.8006 shares of Menlo common stock if one or both of Menlo’s Phase III double-blinded, placebo-controlled trials of serlopitant for the treatment of pruritus associated with prurigo nodularis, referenced by Protocol Numbers MTI-105 (United States) and MTI-106 (Europe) (each, a “Phase III PN Trial”), respectively, fail to demonstrate Serlopitant Significance (as defined in the Merger Agreement), as further described in this joint proxy statement/prospectus (the top-line primary endpoint results of one or both of Menlo’s Phase III PN Trials in the form set forth in Exhibit 2.4(g)(ii) to the Merger Agreement, the “Efficacy Determination”).

There will be no adjustment to the total number of shares of Menlo common stock that Foamix shareholders will be entitled to receive in the Merger for changes in the market price of Menlo common stock. Accordingly, the market value of the shares of Menlo common stock issued pursuant to the Merger (or the market value of the shares of the combined company), will depend on the market value of the shares of Menlo common stock at the time the Merger closes and could vary significantly from the market value on the date of this joint proxy statement/prospectus.

Menlo Shares and Contingent Stock Rights

Each share of Menlo common stock, option to purchase Menlo common stock and share of Menlo common stock subject to a restricted stock award that is issued and outstanding at the effective time of the Merger will remain issued and outstanding and such shares will be unaffected by the Merger. The percent of the fully-diluted common stock of Menlo, as the surviving parent company, owned by each of the current Menlo stockholders and the current shareholders of Foamix will depend on timing and the results of the Efficacy Determination:

If the closing of the Merger occurs on or before May 31, 2020 and prior to receipt of the Efficacy Determination, then:

It is currently expected that the closing of the Merger will occur prior to May 31, 2020 and prior to the receipt of the Efficacy Determination, and therefore it is expected that at closing Foamix shareholders will be issued shares of Menlo common stock representing approximately 59% of the combined company as well as CSRs.

Each of the percentages above is calculated based on the fully-diluted number of Foamix shares and Menlo shares (including all dilutive stock options, units and warrants) using the treasury stock method, calculated as of November 4, 2019 and assuming no subsequent issuances from that date until the signing of the Merger Agreement.

The shares of Menlo common stock, as the surviving parent company, will continue to be traded on the Nasdaq Global Select Market (“Nasdaq”). Following the Merger, Foamix shares will be delisted and will cease to trade on Nasdaq.

Foamix Proposals

Foamix’s shareholders will be asked at the Foamix shareholder meeting to consider and vote on the approval and adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, in accordance with the requirements of Israeli law (as further described in this joint proxy statement/prospectus, the “Foamix Merger Proposal”). Foamix’s shareholders will also be requested to approve, on a non-binding, advisory basis, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange

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Act”), certain compensation that may be paid or become payable to the named executive officers of Foamix in connection with the Merger and contemplated by the Merger Agreement (the “Foamix Executive Compensation Proposal”). The Foamix Executive Compensation Proposal has been included herein in accordance with the requirements of the Exchange Act, as amended, and it is not anticipated that the payments and benefits disclosed will in fact be paid to Foamix’s named executive officers in connection with the Merger.

Menlo Proposals

Menlo’s stockholders will be asked at the Menlo stockholder meeting to consider and vote on the approval of the issuance of shares of Menlo common stock to Foamix’s shareholders (including potential Foamix shareholders under Foamix’s equity incentive plans, stock purchase plan and warrants being assumed by Menlo) pursuant to the Merger Agreement and upon conversion, if applicable, of the CSRs pursuant to the CSR Agreement, in each case, in connection with the Merger and the change of control of Menlo resulting from the Merger (as further described in this joint proxy statement/prospectus, the “Menlo Merger Proposal”). The Menlo stockholder meeting will furthermore consider a proposal to adjourn that meeting, if necessary, to permit the solicitation of additional proxies in the event that there are insufficient votes on the Menlo Merger Proposal (as further described in this joint proxy statement/prospectus, the “Menlo Adjournment Proposal”).

We encourage shareholders/stockholders of both companies to read the Merger Agreement. In addition, we encourage shareholders/stockholders of both companies to read the form of CSR Agreement, which the Merger Agreement provides will be executed upon the consummation of the Merger in the event that such consummation occurs on or before May 31, 2020 and in the event an Efficacy Determination has yet to be made with respect to both Phase III PN Trials. It is currently expected that the closing of the Merger will occur prior to May 31, 2020 and prior to the receipt of the Efficacy Determination, and therefore it is expected that the CSR Agreement will be executed and CSRs will be issued to Foamix shareholders pursuant to the CSR Agreement at Closing. The CSR Agreement will provide for the issuance of CSRs to Foamix shareholders (including potential Foamix shareholders under Foamix’s equity incentive plans, stock purchase plan and warrants being assumed by Menlo), which, depending on the timing of the completion of the Merger and the Efficacy Determination, as described above, may entitle Foamix shareholders to receive additional shares of Menlo common stock. Copies of the Agreement and Plan of Merger, Amendment No. 1 to the Agreement and Plan of Merger and the form of CSR Agreement are attached to the accompanying joint proxy statement/prospectus as Annex A, Annex B and Annex G, respectively, in their entirety.

Foamix Board Recommendation

The board of directors of Foamix has (i) determined that the Merger Agreement, the Merger, the consideration payable to Foamix shareholders pursuant to the Merger Agreement and all transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Foamix and its shareholders and that, considering the financial position of the merging companies, and assuming, among other things, the accuracy of the representations and warranties of the other parties in the Merger Agreement, no reasonable concern exists that the surviving company, as a result of the Merger, will be unable to fulfill the obligations of Foamix to its creditors; (ii) approved the Merger Agreement, the Merger, the consideration payable to Foamix shareholders pursuant to the Merger Agreement and all other transactions contemplated by the Merger Agreement; (iii) resolved to direct that the Merger Agreement, the Merger, the consideration payable to Foamix shareholders pursuant to the Merger Agreement and all other transactions contemplated by the Merger Agreement be submitted to the shareholders of Foamix for approval and adoption; and (iv) recommended that the shareholders of Foamix vote in favor of the approval and adoption of the Merger Agreement, the Merger, the consideration payable to Foamix shareholders pursuant to the Merger Agreement and the other transactions contemplated by the Merger Agreement, all upon the terms and subject to the conditions set forth in the Merger Agreement, and in favor of the Foamix Executive Compensation Proposal. Accordingly, the board of directors of Foamix unanimously recommends that you vote “FOR” the Foamix Merger Proposal and “FOR” the Foamix Executive Compensation Proposal.

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Menlo Board Recommendation

The board of directors of Menlo has determined that the issuance of shares of Menlo common stock to Foamix’s shareholders (including potential Foamix shareholders under Foamix’s equity incentive plans, stock purchase plan and warrants being assumed by Menlo) pursuant to the Merger Agreement and upon conversion, if applicable, of the CSRs pursuant to the CSR agreement, in each case, in connection with the Merger and the change of control of Menlo resulting from the Merger is advisable, fair to and in the best interests of Menlo and its stockholders, and has resolved to direct that the share issuance be submitted to Menlo’s stockholders for approval, with the recommendation of the board of directors of Menlo that Menlo’s stockholders vote in favor thereof. The board of directors of Menlo has furthermore determined that it would be beneficial to adjourn the Menlo stockholder meeting, if necessary, to permit the solicitation of additional proxies in the event that there are insufficient votes on the Menlo Merger Proposal. Accordingly, the Menlo board of directors unanimously recommends that you vote “FOR” the Menlo Merger Proposal and “FOR” the Menlo Adjournment Proposal.

We urge you to read the accompanying joint proxy statement/prospectus, including the Annexes and the documents incorporated by reference, carefully and in its entirety. In particular, we urge you to read carefully the section entitled “Risk Factors” beginning on page 42.

We look forward to greeting personally at the respective extraordinary/special meetings those Foamix shareholders and Menlo stockholders who are able to be present at the meetings. If you do plan to attend, to gain access to the applicable meeting, we ask that you bring with you photo identification and appropriate verification of your status—either as a Foamix shareholder as of the close of trading on January 6, 2020, the record date for the Foamix meeting, or as a stockholder of Menlo as of the close of trading on January 8, 2020, the record date for the Menlo meeting. However, whether or not you will be present at the applicable meeting, it is important that your shares be represented. Accordingly, you are requested to complete, date, sign and mail the enclosed proxy or voting instruction form in the envelope provided at your earliest convenience and in any event so as to be received in a timely manner as discussed in the enclosed joint proxy statement/prospectus. Your shares can be voted at the applicable meeting only if you are present or represented by a valid proxy.

Thank you for your cooperation.

Very truly yours,

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated             , 2020 and is first being made available to Foamix shareholders and Menlo stockholders on or about January 8, 2020.

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JOINT NOTICE AND JOINT PROXY STATEMENT/PROSPECTUS

EXTRAORDINARY GENERAL/SPECIAL MEETINGS OF

SHAREHOLDERS/STOCKHOLDERS

This joint notice and the accompanying joint proxy statement/prospectus are being furnished to:

The Foamix meeting will be held on February 6, 2020 at 11:00 a.m., Eastern Standard Time, at Foamix’s U.S. offices located at 520 U.S. Highway 22, Suite 204, Bridgewater, NJ 08807.

The Menlo meeting will be held on February 6, 2020 at 8:00 a.m., Pacific Standard Time, at the offices of Latham & Watkins LLP at 140 Scott Drive, Menlo Park, California 94025.

The meetings are being held in order to consider and vote on the following proposals required to be approved in connection with a business combination transaction between Foamix and Menlo:

Proposals for the Foamix Meeting:

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Proposals for the Menlo Meeting:

Record date:

Foamix Record Date: Only holders of Foamix shares at the close of trading on January 6, 2020, the record date for the Foamix meeting (“Foamix shareholders of record” and the “Foamix record date,” respectively), will be entitled to vote at the Foamix meeting or at any adjournment thereof.

Menlo Record Date: Only holders of Menlo common stock at the close of trading on January 8, 2020, the record date for the Menlo meeting (“Menlo stockholders of record” and the “Menlo record date,” respectively), will be entitled to vote at the Menlo meeting or at any adjournment thereof.

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Required vote:

Foamix Merger Proposal: The affirmative vote of a majority of the voting rights of Foamix shares represented and voting thereon at the Foamix meeting is necessary for the approval of the Foamix Merger Proposal, provided that such majority includes at least a majority of the votes cast by Foamix shareholders that are not Menlo, Merger Sub or a Menlo Related Person (as defined below), who are present, in person or represented by proxy, and voting (abstentions and broker non-votes are disregarded). We refer to this special majority as the “Foamix Merger Majority”.

Pursuant to the Companies Law, each Foamix shareholder voting on the Foamix Merger Proposal is required to inform Foamix as detailed below prior to voting at the Foamix meeting if the shareholder is any of Menlo, Merger Sub, or a Menlo Related Person and to indicate such matter in the appropriate place in the enclosed proxy or voting instruction form, as further detailed below. A “Menlo Related Person” is (a) a person holding, directly or indirectly, either (i) 25% or more of the voting rights of Menlo or Merger Sub or (ii) the right to appoint 25% or more of the directors of Menlo or Merger Sub, (b) a person or entity acting on behalf of Menlo, Merger Sub or a person described in subsection (a) above or (c) one of such person’s spouse, siblings, parents, grandparents, descendants, spouse’s descendants, siblings or parents or the spouse of any such person, or a corporation controlled by any one or more of such persons or entities by Menlo or Merger Sub.

Foamix Executive Compensation Proposal: The affirmative vote of a majority of the voting rights of Foamix shares represented and voting thereon at the Foamix meeting is necessary for the approval, on a non-binding, advisory basis, of the Foamix Executive Compensation Proposal.

Menlo Merger Proposal: The affirmative vote of the majority of votes cast (excluding abstentions and broker non-votes) is required for approval of the Menlo Merger Proposal.

Menlo Adjournment Proposal: The affirmative vote of the majority of votes cast (excluding abstentions and broker non-votes) is required for approval of the Menlo Adjournment Proposal.

Abstentions and broker non-votes will not be treated as having been voted in respect of any of the proposals to be presented at either meeting. Consequently, assuming a quorum is present at each meeting, broker non-votes and abstentions will have no effect on the voting with respect to any proposal (including the Foamix Merger Proposal and the Menlo Merger Proposal).

Special voting instructions under the Companies Law for the Foamix Merger Proposal. In order to provide for proper tallying of the Foamix shareholder vote on the Foamix Merger Proposal, each Foamix shareholder is required to indicate in Item 1A in the enclosed Foamix proxy or voting instruction form whether or not he, she or it is Menlo, Merger Sub, or a Menlo Related Person with respect to the Foamix Merger Proposal. Please indicate “FOR” in Item 1A in order to confirm that you are not any of the foregoing persons. If you mark “AGAINST” in Item 1A or if you do not mark anything in Item 1A in the proxy or voting instruction form (including if you submit your voting instructions electronically), your vote will not be counted for purposes of the Foamix Merger Majority with respect to the Foamix Merger Proposal, and your signature on the enclosed proxy or voting instruction form (including if submitted electronically) will constitute a certification that you are either Menlo, Merger Sub or a Menlo Related Person.

Based on information provided by Menlo and Merger Sub to Foamix, as of the date of this joint proxy statement/prospectus, Foamix is not aware of any holdings of Foamix shares by Menlo, Merger Sub or any Menlo Related Persons (other than Menlo’s Chief Executive Officer, Steven Basta, and holders related to him), and therefore believes that all of its shareholders (other than Menlo’s Chief Executive Officer, Steven Basta, and holders related to him) should mark “FOR” in Item 1A on the enclosed proxy or voting instruction form (including if submitted electronically).

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Other matters: Each of Foamix and Menlo is unaware at this time of any other matters that will come before its meeting. If any other matters properly come before either such meeting, it is the intention of the persons designated as proxies to vote in accordance with their judgment on such matters. Foamix shares or Menlo shares represented by executed and unrevoked proxies will be voted in accordance with such judgment.

The Foamix Board unanimously recommends that you vote “FOR” the proposal to approve and adopt the Merger Agreement, the Merger, the merger consideration and the transactions contemplated by the Merger Agreement and “FOR” the proposal to approve, on a non-binding, advisory basis, compensation that will or may become payable by Foamix to its named executive officers in connection with the Merger.

The Menlo Board unanimously recommends that you vote “FOR” the issuance of shares of Menlo common stock to Foamix’s shareholders (including, potential Foamix shareholders under Foamix’s equity incentive plans, employee stock purchase plan and warrants being assumed by Menlo) pursuant to the Merger Agreement and upon conversion, if applicable, of the CSRs pursuant to the CSR Agreement, in each case, in connection with the Merger and the change of control of Menlo resulting from the Merger and “FOR” the proposal to approve one or more adjournments of the special meeting to a later date or dates, if necessary or appropriate to solicit additional proxies in the event that there are insufficient votes on the Menlo Merger Proposal.

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YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU EXPECT TO ATTEND THE FOAMIX MEETING (IN THE CASE OF FOAMIX SHAREHOLDERS) OR THE MENLO MEETING (IN THE CASE OF MENLO STOCKHOLDERS) IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE BY MARKING, SIGNING AND DATING YOUR ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED, BY TELEPHONE OR THROUGH THE INTERNET. IF YOU ATTEND THE FOAMIX MEETING (IN THE CASE OF FOAMIX SHAREHOLDERS) OR THE MENLO MEETING (IN THE CASE OF MENLO STOCKHOLDERS) IN PERSON AND WISH TO VOTE YOUR SHARES AT THE FOAMIX MEETING OR MENLO MEETING, AS APPLICABLE, YOU MAY DO SO AT ANY TIME PRIOR TO THE CLOSING OF THE POLLS AT THE FOAMIX OR THE MENLO MEETING, AS APPLICABLE. You may revoke your proxy or change your vote at any time before the Foamix meeting or Menlo meeting, as applicable. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction form furnished to you by such broker, bank or other nominee, which is considered the stockholder of record, in order to vote. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account. Your broker, bank or other nominee cannot vote on any of the proposals without your instructions.

If you fail to return your proxy card, or to vote by ballot in person at the Foamix meeting (in the case of Foamix shareholders) or if you fail to return your proxy card or to vote by ballot in person at the Menlo meeting (in the case of Menlo stockholders) or to grant your proxy electronically over the Internet or by telephone, your shares will not be counted for purposes of determining whether a quorum is present at the Foamix meeting or Menlo meeting, as applicable. If you are a shareholder or stockholder of record, voting in person by ballot at the Foamix meeting (in the case of Foamix shareholders) or at the Menlo meeting (in the case of Menlo stockholders) will revoke any proxy that you previously submitted. If you hold your shares through a broker, bank or other nominee, you must obtain from the record holder a valid legal proxy issued in your name in order to vote in person at the Foamix meeting or Menlo meeting, as applicable.

We encourage you to read the accompanying joint proxy statement/prospectus, including all documents incorporated by reference into, and annexes to, the accompanying joint proxy statement/prospectus, carefully and in their entirety. If you have any questions concerning the Merger, the Foamix meeting, the Menlo meeting or the accompanying joint proxy statement/prospectus, or would like additional copies of the accompanying joint proxy statement/prospectus or need help voting your Foamix shares or shares of Menlo common stock, as applicable, please contact Foamix’s or Menlo’s proxy solicitor, as applicable:

Foamix’s proxy solicitor:

Morrow Sodali, LLC

509 Madison Avenue

Suite 1608

New York, NY 10022

Call Collect: (203) 658-9400

Call Toll Free: (800) 662-5200

E-mail: FOMX@investor.morrowsodali.com

Menlo’s proxy solicitor:

MacKenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, New York 10018

Call Collect: (212) 929-5500

Call Toll Free: (800) 322-2885

E-mail: proxy@mackenziepartners.com

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THIS JOINT PROXY STATEMENT/PROSPECTUS INCORPORATES

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Menlo (the “Registration Statement”), constitutes a prospectus of Menlo under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Menlo common stock to be issued to Foamix shareholders (including shares potentially issuable under Foamix’s equity incentive plans, stock purchase plan and warrants being assumed by Menlo) pursuant to the Merger Agreement and upon conversion, if applicable, of the CSRs pursuant to the CSR Agreement, in each case, in connection with the Merger. This joint proxy statement/prospectus also constitutes a notification with respect to the extraordinary general meeting of Foamix shareholders and the special meeting of Menlo stockholders.

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated             , 2020. You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any other date. You should not assume that the information incorporated by reference into this joint proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither our making available this joint proxy statement/prospectus to Foamix shareholders and Menlo stockholders, nor the issuance by Menlo of shares of common stock to Foamix’s shareholders in connection with the Merger, will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation. Information contained in this joint proxy statement/prospectus regarding Menlo has been provided by Menlo and information contained in this joint proxy statement/prospectus regarding Foamix has been provided by Foamix.

All references in this joint proxy statement/prospectus to “Menlo” refer to Menlo Therapeutics Inc., a Delaware corporation; all references in this joint proxy statement/prospectus to “Foamix” refer to Foamix Pharmaceuticals Ltd., a company organized under the laws of the State of Israel; all references to “Merger Sub” refer to Giants Merger Subsidiary Ltd., a company organized under the laws of the State of Israel and a wholly-owned subsidiary of Menlo formed for the sole purpose of effecting the Merger, or its permitted assignees; unless otherwise indicated or as the context requires, all references in this joint proxy statement/prospectus to “we,” “our” and “us” refer to Menlo and Foamix collectively; all references in this joint proxy statement/prospectus to the “Combined Company” refer to Menlo, Foamix and their subsidiaries, collectively, following the consummation of the Merger; all references in this joint proxy statement/prospectus to the “Merger Agreement” refer to the Agreement and Plan of Merger, dated as of November 10, 2019, by and among Menlo, Merger Sub and Foamix, a copy of which is attached to this joint proxy statement/prospectus as Annex A, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of December 4, 2019, a copy of which is attached to this joint proxy statement/prospectus as Annex B; all references in this joint proxy statement/prospectus to the “Merger” refer to the merger of Merger Sub with and into Foamix, with Foamix as the surviving company (the “Surviving Company”); all references in this joint proxy statement/prospectus to the “CSR Agreement” refer to the contingent stock rights agreement governing the terms of the CSRs to be received by Foamix’s shareholders, which may be entered into by Menlo and a rights agent mutually acceptable to Foamix and Menlo, subject to the terms of the Merger Agreement, the form of which is attached to this joint proxy statement/prospectus as Annex G; and all references in this joint proxy statement/prospectus to “CSRs” refer to the contingent stock rights issued pursuant to the CSR Agreement.

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The Merger Agreement further provides that one party may be required to pay the other a termination fee of $3.7 million upon its termination under specified circumstances.

Foamix may be required to pay Menlo a termination fee of $3.7 million upon termination of the Merger Agreement under specified circumstances, including (i) termination by Menlo after a change in the recommendation of the Foamix Board, (ii) termination by Foamix, to accept and enter into a binding agreement to be acquired by a third party who submitted a Superior Proposal (subject to the terms and conditions of the Merger Agreement) or (iii) (A) if a takeover proposal is made for Foamix and is publicly known and is not withdrawn at the time of the Foamix meeting, (B) the Merger Agreement is terminated due to the failure of Foamix shareholders to approve the Merger or by Menlo due to a material breach of the Merger Agreement by Foamix (including the “no solicitation” provisions) and (C) Foamix enters into or consummates an alternative transaction within 12 months following such date of termination.

Menlo may be required to pay Foamix a termination fee of $3.7 million upon termination of the Merger Agreement under specified circumstances, including (i) termination by Foamix after a change in the recommendation of the Menlo Board; (ii) termination by Menlo, to accept and enter into a binding agreement to be acquired by a third party who submitted a Superior Proposal (subject to the terms and conditions of the Merger Agreement) or (iii) (A) if a takeover proposal is made for Menlo and is publicly known and is not withdrawn at the time of the Menlo meeting, (B) the Merger Agreement is terminated due to the failure of Menlo stockholders to approve the Merger or by Foamix due to a material breach of the Merger Agreement by Menlo (including the “no solicitation” provisions) and (C) Menlo enters into or consummates an alternative transaction within 12 months following such date of termination.

These provisions could discourage a potential third-party acquirer or merger partner that might have an interest in acquiring all or a significant portion of Foamix or Menlo in pursuing an alternative transaction with either from considering or proposing such a transaction or result in a potential third-party acquirer or merger partner proposing to pay a lower price to the stockholders of Menlo or the shareholders of Foamix than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances.

Foamix shareholders cannot be sure of the value of the consideration they will receive in the Merger or of the ownership or voting interest they will have in Menlo. Additionally, Foamix shareholders will receive common stock of Menlo as a result of the Merger, which has rights different from Foamix shares.

Because the market price of Menlo common stock and Foamix shares will fluctuate, Foamix shareholders cannot be sure of the value of the consideration they will receive in the Merger. In addition, because the Exchange Ratio (and any adjustments thereto) is fixed, the number of shares of Menlo common stock to be received by Foamix shareholders in the Merger will not change between now and the time the Merger is completed to reflect changes in the trading prices of Foamix shares or Menlo common stock. The market value of Foamix shares and Menlo common stock at the Effective Time of the Merger may vary significantly from their respective values on the date the Merger was announced or on other dates, including on the date that this joint proxy statement/prospectus was mailed to Foamix shareholders and Menlo stockholders, the date of the Foamix meeting and the date of the Menlo meeting. Stock price changes may result from a variety of factors, including general market and economic conditions, the operations and prospects of Foamix and Menlo and an evolving regulatory landscape. Market assessments of the benefits of the Merger and the likelihood that the Merger will be consummated, as well as general and industry specific market and economic conditions, may also impact market prices of Foamix shares and Menlo common stock. Many of these factors are beyond Foamix’s and Menlo’s control. There will be no adjustment to the Exchange Ratio for changes in the market price of either Foamix shares or Menlo common stock.

In addition, in connection with the Merger, Foamix shareholders may receive CSRs if the Closing of the Merger occurs on or before May 31, 2020 and the Efficacy Determination has not yet been received. It is currently expected that the Closing will occur prior to May 31, 2020 and prior to the receipt of the Efficacy Determination, and therefore it is expected that Foamix shareholders will receive CSRs. If the CSRs

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become convertible pursuant to the CSR Agreement, Foamix shareholders may receive additional shares of Menlo common stock as consideration in connection with the Merger. The value of any CSR depends on the trading price of Menlo common stock on the date of conversion. Additionally, if the CSRs become convertible pursuant to the CSR Agreement, Foamix shareholders will obtain increased ownership and voting interest in Menlo. The CSRs may not become convertible. Because the Efficacy Determination may not be received by the time Foamix shareholders vote on the Merger, or by the time the Merger is consummated, Foamix shareholders may not know, at the time of voting or at the time of Closing, whether they will receive additional shares of Menlo common stock in the Merger as a result of the Efficacy Determination.

Upon completion of the Merger, the rights of Foamix shareholders will be governed by the articles of incorporation and bylaws of Menlo. The rights associated with Foamix shares are different from the rights associated with Menlo common stock. In addition, the laws of Delaware differ from the laws in effect in Israel and may afford less or different rights and protections to holders of securities in Menlo.

The CSRs, if issued, may not result in the issuance of any additional shares of Menlo common stock to holders of CSRs.

As discussed in the risk factor above, it is expected that Foamix shareholders will receive CSRs in connection with the Merger. There is no assurance, however, that the CSRs will become convertible pursuant to the CSR Agreement, as the Efficacy Determination may be received on or before May 31, 2020 and may report that Serlopitant Significance was achieved in both of the Phase III PN Trials. In that case, Foamix shareholders will not receive any additional shares of Menlo common stock in respect of the CSRs as consideration in connection with the Merger.

There is no assurance that the CSRs will be issued at all or that Foamix shareholders will be entitled to an upwards adjustment to the Exchange Ratio at the Closing in connection with the Efficacy Determination. For more information regarding the CSRs, see the section entitled “Agreements Relating to the Merger—Contingent Stock Rights Agreement”.

Both Foamix and Menlo will be subject to business uncertainties and contractual restrictions until the Merger is consummated.

Uncertainty about the effect of the Merger on employees, contractors, vendors, distributors and other persons with whom Foamix or Menlo have business relationships, as well as on regulatory permits, licenses, and other contracts, particularly for which the Merger could be deemed a “change-in-control” under the applicable terms and conditions, may have an adverse effect on Foamix or Menlo. These uncertainties may impair the ability of Foamix and Menlo to attract, retain and motivate key personnel, contractors and vendors until the consummation of the Merger and for a period of time thereafter, and could cause others that deal with the parties to delay or defer certain business decisions or decide to terminate, modify or renegotiate their relationships with Foamix or Menlo, decide not to conduct business with Foamix or Menlo or take other actions as a result of the Merger, which could negatively affect Foamix’s and Menlo’s revenues, earnings and cash flows, as well as the market price of Foamix shares and Menlo common stock, regardless of whether the Merger is consummated. Retention of employees could be challenging during the pendency of the Merger due to uncertainty about their future roles. If key employees depart because of issues related to the uncertainty and difficulty of integration or a desire not to remain with the businesses, the Combined Company’s business following the consummation of the Merger could be negatively impacted.

In addition, the Merger Agreement restricts each party from taking certain specified actions without the consent of the other party until the earlier of the completion of the Merger or the termination of the Merger Agreement. These restrictions include, but are not limited to, amending the party’s organizational documents, declaring or paying dividends, repurchasing securities, issuing securities, incurring debt outside of certain agreed

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exceptions, making loans, disposing of any material assets, leasing property, settling any litigation, making capital expenditures over a specified threshold and, in Menlo’s case, maintaining a certain amount of cash and entering into certain contracts relating to the new development or commercialization of any pharmaceutical product. These restrictions may prevent or delay pursuit of strategic corporate or business opportunities that may arise prior to the consummation of the Merger and may impair Foamix’s or Menlo’s ability to attract, retain and motivate key personnel. Adverse effects arising during the pendency of the Merger could be exacerbated by any delays in consummation of the Merger or termination of the Merger Agreement.

Foamix and Menlo directors and officers may have interests in the merger transactions different from the interests of Foamix shareholders and Menlo stockholders.

Certain of the directors and executive officers of Foamix and Menlo negotiated the terms of the Merger Agreement. Foamix and Menlo directors and executive officers may have interests in the merger transactions that are different from, or in addition to, those of Foamix shareholders and Menlo stockholders, respectively. These interests include, but are not limited to, the continued service of certain directors of Foamix and Menlo as directors of the Combined Company, the continued employment of certain executive officers of Foamix and Menlo by the Combined Company, the treatment in the merger transactions of Foamix stock options, Foamix RSUs, the Foamix ESPP, the Menlo ESPP, severance agreements and amended employment terms and other rights held by Foamix and Menlo directors and executive officers, and provisions in the Merger Agreement regarding continued indemnification of Foamix and Menlo directors and officers. In addition, Menlo’s Chief Executive Officer and holders related to him own shares of Foamix. Foamix shareholders and Menlo stockholders should be aware of these interests when they consider the recommendation of the Foamix Board in favor of the Foamix Merger Proposal and the recommendation of the Menlo Board in favor of the Menlo Merger Proposal, respectively.

The members of the Foamix Board were aware of and considered these interests, among other matters, in evaluating the business combination agreement and the transactions contemplated thereby, and in making the Foamix Board’s recommendation that Foamix shareholders approve the Foamix Merger Proposal. The interests of Foamix directors and executive officers are described in more detail in the section of this joint proxy statement/prospectus entitled “The Merger—Interests of Foamix’s Directors and Executive Officers in the Merger”.

The members of the Menlo Board were aware of and considered these interests, among other matters, in evaluating the business combination agreement and the transactions contemplated thereby, and in making the Menlo Board recommendation that Menlo stockholders approve the Menlo Merger Proposal. The interests of Menlo directors and executive officers are described in more detail in the section of this joint proxy statement/prospectus entitled “The Merger—Interests of Menlo’s Directors and Executive Officers in the Merger”.

Foamix shareholders and Menlo stockholders will not be entitled to appraisal rights in the Merger.

Appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction.

Under Israeli law, Foamix shareholders are not entitled to statutory appraisal rights in connection with the Merger. Under the DGCL, the Menlo stockholders are not entitled to exercise any appraisal rights in connection with the Merger or the transactions contemplated by the Merger.

If Foamix is not successful in obtaining favorable tax rulings from the ITA, or if such rulings are issued after the Closing Date of the Merger, Foamix shareholders may not be able to defer their tax liability and Foamix non-Israeli shareholders may be subject to withholding tax in Israel.

Foamix prepared and filed with the ITA an application for tax rulings with respect to withholding tax from capital gain as a result of the Merger, both for Israeli tax residents and non-Israeli tax residents. Foamix

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also has filed with the ITA an application for a ruling deferring the tax liability for shareholders electing to be bound by such ruling, if obtained. Assuming Foamix receives the Israeli tax rulings from the ITA, the Israeli withholding tax consequences of the Merger and the ability to elect to defer the tax liability will be in accordance with such tax rulings (if applicable to a particular Foamix shareholder).

If Foamix does not obtain the tax rulings and does not agree with the ITA to an alternative interim arrangement, Foamix shareholders may be subject to Israeli withholding taxes on the exchange of securities in the Merger. In general, under the ITO, the disposition of shares of an Israeli company is deemed to be a sale of capital assets (unless such shares are held for the purpose of trading). The Ordinance generally imposes a capital gains tax on the sale of capital assets located in Israel, including shares in an Israeli resident company, by both residents and non-residents of Israel, unless a specific exemption is available under the Ordinance or unless a treaty for the prevention of double taxation between Israel and the seller’s country of residence provides otherwise. In this regard, the Ordinance provides that if certain conditions are met, a non-Israeli tax resident should be exempt from capital gains tax in Israel subject to the presentation of a withholding tax certificate from the ITA.

No assurance can be given that the tax rulings will be issued to Foamix in a timely manner, or at all, or that an interim arrangement will be reached with the ITA. For a more detailed discussion of the material Israeli income tax consequences of the Merger, see the sections entitled “The Merger Agreement—Israeli Tax Rulings” and “Certain Tax Consequences of the Merger and Ownership and Disposition of Menlo Shares—Israeli Tax Considerations” beginning on pages 171 and 185, respectively, in this joint proxy statement/prospectus. Foamix shareholders should consult their tax advisors to understand all the tax consequences of the Merger to them.

Lawsuits that have been filed or that may be filed in connection with the Merger, the outcome of which are uncertain, could require Menlo and Foamix to incur significant costs, suffer management distraction or delay or prevent the Merger.

Securities litigation or other shareholder litigation frequently follows the announcement of certain significant business transactions, such as the announcement of a business combination transaction.

On December 11, 2019 and December 18, 2019, purported shareholders of Foamix filed putative class action lawsuits against the members of the Foamix Board, Foamix, Menlo and Merger Sub in the United States District Court for the District of Delaware and in the United State District Court for the District of New Jersey, respectively, and on December 12, 2019, December 17, 2019 and December 20, 2019, purported shareholders of Foamix filed individual lawsuits against the members of the Foamix Board and Foamix in the United States District Court for the District of New Jersey, the United States District Court for the Southern District of New York and the United States District Court for the Southern District of New York, respectively. The plaintiffs in each of the aforementioned lawsuits generally claim that the defendants disseminated a false or misleading registration statement regarding the proposed Merger in violation of Section 14(a) and Section 20(a) of the Exchange Act and/or Rule 14a-9 promulgated under the Exchange Act. In addition, in the lawsuit filed on December 18, 2019, the plaintiff claims that the members of the Foamix Board breached their fiduciary duties in connection with the Merger.

Even if the lawsuits are without merit, as the defendants believe these lawsuits to be, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Menlo’s and Foamix’s respective liquidity and financial condition. The plaintiffs in the complaints seek, among other things, injunctive relief to prevent consummation of the Merger, rescission in the event the Merger is consummated, and an award of attorney’s fees. Any other lawsuit that may be filed in the future could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Merger Agreement already implemented and to otherwise enjoin the parties from consummating the Merger or money damages. If a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger in the pending lawsuits or any other similar lawsuits, then that injunction may delay or prevent the Merger from being completed, which may adversely affect Menlo’s and Foamix’s respective business, financial position and results of operation.

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One of the conditions to the Closing is that no injunction by any court or other governmental entity of competent jurisdiction has been entered and continues to be in effect that prohibits the Closing. Consequently, if a lawsuit is filed and a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, then that injunction may delay or prevent the Merger from being completed within the expected time frame or at all, which may adversely affect Menlo’s and Foamix’s respective business, financial position and results of operations.

See the section entitled “The Merger—Litigation Related to the Transaction” for more information about litigation related to the Merger that has been commenced prior to the date of this joint proxy statement/prospectus. There can be no assurance that additional complaints will not be filed with respect to the Merger.

Even if the Merger qualifies as a reorganization under Section 368(a) of the Code, a U.S. Holder may still recognize gain as a result of the Merger if Foamix is or was classified as a PFIC for any taxable year during which a U.S. Holder held Foamix shares.

Even if the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, if Foamix was a PFIC, or “passive foreign investment company,” for any taxable year during which a U.S. Holder (as defined in “ Certain Tax Consequences of the Merger and the Ownership and Disposition of Menlo Shares—U.S. Federal Income Tax Consequences”) owned Foamix shares, certain adverse U.S. federal income tax consequences, including recognition of gain, could apply to such U.S. Holder as a result of the Merger, unless certain exceptions apply. U.S. Holders of Foamix shares should consult their tax advisors regarding the possible classification of Foamix as a PFIC and the resulting U.S. federal income tax considerations. See the section entitled “Certain Tax Consequences of the Merger and the Ownership and Disposition of Menlo Shares—U.S. Federal Income Tax Consequences—Passive Foreign Investment Company Rules” beginning on page 181.

that the integration process could result in the loss of key Menlo or Foamix employees, the disruption of either company’s or both companies’ ongoing businesses or in unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, issues that must be addressed in integrating the operations of Menlo and Foamix in order to realize the anticipated benefits of the Merger so the combined business performs as expected include, among others:

In addition, at times, the attention of certain members of each company’s management and each company’s resources may be focused on completion of the Merger and the integration of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt each company’s ongoing business and the business of the Combined Company.

The financial analyses, estimates and forecasts presented herein and considered by Menlo and Foamix in connection with the Merger may not be realized.

The unaudited prospective financial information of Menlo and Foamix presented herein and considered by Menlo and Foamix in connection with the Merger were not prepared with a view toward public disclosure, and such information and the estimated synergies were not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The estimates and assumptions underlying the unaudited prospective financial information and estimated synergies involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions, future tax rates and future business decisions which may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among others, risks and uncertainties described under the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements,” all of which are difficult to predict and many of which are beyond the control of Menlo and/or Foamix. In addition, the unaudited prospective financial information and estimated synergies will be affected by Menlo’s or Foamix’s, as applicable, ability to achieve strategic goals, objectives and targets over the applicable periods. As a result, there can be no assurance that the underlying assumptions will prove to be accurate or that the projected results or synergies will be realized, and actual results or synergies likely will differ, and may differ materially, from those reflected in the unaudited prospective financial information and the estimated synergies, whether or not the Merger is completed, which could have an adverse effect on Menlo’s business, financial condition and result of operations.

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Menlo’s actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this joint proxy statement/prospectus.

The pro forma financial information contained in this joint proxy statement/prospectus in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” is presented for illustrative purposes only and does not necessarily reflect the operating results or financial position that would have occurred if the Merger had been consummated on the dates indicated. Such pro forma financial information has been derived from the historical financial statements of Menlo and Foamix, and certain adjustments and assumptions have been made regarding Menlo after giving effect to the Merger. Such pro forma financial information does not give effect to, among other things, revenue synergies, operating efficiencies, cost savings, future adjustments related to integration or planned or unplanned restructuring activities, or future acquisitions or disposals not yet known or probable.

In addition, the assumptions used in preparing such pro forma financial information may not prove to be accurate. Such assumptions can be adversely affected by known or unknown facts, risks and uncertainties, many of which are beyond Menlo’s or Foamix’s control. Other factors may also affect Menlo’s financial condition or results of operations following the Closing. In addition, following the Merger, certain adjustments to the accounting policies applied by Menlo or Foamix to their respective financial information may be made in order to conform the treatment of such financial information to the accounting policies of Menlo if deemed preferable. In certain cases, the information necessary to determine the appropriate adjustments may not be available until after the Closing, and therefore, when conformed, the financial information of Menlo following Closing may vary materially from the pro forma financial information contained in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information”. Any material variance from the pro forma financial information in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” may cause significant variations in the market price of the Menlo common stock following the Merger. In view of these uncertainties, the inclusion of pro forma financial information in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” is for illustrative purposes and does not purport to project the future consolidated results of operations or consolidated financial condition for any future period or as of any future date. Such pro forma financial information represents historical results as if Menlo and Foamix had operated as a combined company and does not include anticipated future benefits from the Merger, such as those resulting from estimated synergies, and related costs, such as those costs expected to achieve certain benefits. See the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information”.

The shares of Menlo common stock to be held by Foamix shareholders upon the Closing will have different rights than shares of Foamix shares prior to the Closing.

Upon the Closing, the rights of Menlo stockholders will be governed by the laws of the state of Delaware and the terms of Menlo’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. The DGCL and Menlo’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws are in many respects materially different than the Companies Law and Foamix’s Articles of Association, which currently govern the rights of Foamix shareholders. See the section entitled “Comparison of Rights of Foamix Shareholders and Menlo Stockholders” for a discussion of the different rights associated with shares of Menlo common stock and shares of Foamix shares. In addition, for a discussion of the risks associated with Menlo’s organizational documents and Delaware law, see the documents incorporated by reference into this joint proxy statement/prospectus and referred to under the section entitled “Where You Can Find More Information”.

Menlo and Foamix have incurred, and will incur, substantial direct and indirect costs as a result of the Merger.

Menlo and Foamix have incurred, and will incur, substantial expenses in connection with and as a result of completing the Merger, including financial advisory, legal, accounting, consulting and other advisory fees and expenses, regulatory filings and filing and printing fees. In addition, over a period of time following the Closing,

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Menlo also expects to incur substantial expenses in connection with integrating and coordinating the businesses, operations, policies and procedures of Menlo and Foamix and employee-benefit and related expenses. A portion of the transaction costs related to the Merger will be incurred regardless of whether the Merger is completed. While Menlo and Foamix have assumed that a certain level of transaction expenses will be incurred, factors beyond Menlo’s and Foamix’s control could affect the total amount or the timing of these expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately. These expenses will exceed the costs historically borne by Menlo and Foamix. These costs could adversely affect the financial condition and results of operations of Menlo and Foamix prior to the Merger and of Menlo following the Merger and there can be no assurance that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, will offset the incremental transaction-related costs over time.

The market price for Menlo common stock following the Closing may be affected by factors different from those that historically have affected or currently affect Menlo common stock and Foamix shares.

Upon the Closing, Foamix shareholders will receive shares of Menlo common stock. Following the Closing, Menlo’s business and financial position will differ from the business and financial position of Menlo and Foamix before the Closing and, accordingly, the results of operations of Menlo following the Closing will be affected by some factors that are different from those currently affecting the results of operations of Menlo and those currently affecting the results of operations of Foamix, as separate companies. Accordingly, the market price and performance of Menlo common stock post-Closing is likely to be different from the performance of Menlo common stock and Foamix shares in the absence of the Merger. In addition, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, Menlo’s common stock post-Closing, regardless of Menlo’s actual operating performance. For a discussion of the businesses of Menlo and Foamix and important factors to consider in connection with those businesses, see the documents incorporated by reference into this joint proxy statement/prospectus and referred to under the section entitled “Where You Can Find More Information”.

The Combined Company will be subject to the risks that Foamix faces, in addition to the risks faced by Menlo. In particular, the success of the Combined Company will depend on its ability to successfully commercialize AMZEEQ^TM and its other product candidates.

To date, Foamix has invested a majority of its efforts and financial resources in the research and development of AMZEEQ^TM for the treatment of moderate-to-severe acne, which received approval from the FDA on October 18, 2019 for the treatment of inflammatory lesions of non-nodular moderate-to-severe acne vulgaris in patients nine years of age and older, and FMX103 for the treatment of moderate-to-severe papulopustular rosacea in adults, for which the FDA has set a PDUFA action date of June 2, 2020. In addition, Menlo has invested substantially all of its efforts and financial resources in the development of serlopitant, which is Menlo’s sole product candidate in development as of the date of this joint proxy statement/prospectus. The success of the Combined Company depends largely on its ability to (i) successfully commercialize AMZEEQ^TM, (ii) obtain regulatory approval for and successfully commercialize FMX103 and serlopitant for the treatment of pruritus associated with PN and (iii) advance the Combined Company’s pipeline candidates. If the Combined Company fails to successfully commercialize AMZEEQ^TM, obtain requisite regulatory approvals within the expected time frames, or at all, for FMX103 and serlopitant or does not successfully develop and commercialize its pipeline candidates, the Combined Company’s financial position and results of operations would be adversely affected.

Current Menlo stockholders and Foamix shareholders will have a reduced ownership and voting interest after the Merger and will exercise less influence over the management of the Combined Company.

It is expected that, immediately after completion of the Merger, former Foamix shareholders and current Menlo stockholders will own approximately 59% and 41%, respectively, of the outstanding shares of the Combined Company’s common stock, calculated on a fully diluted basis using the treasury stock method and

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based on certain other assumptions described elsewhere. Consequently, current Menlo stockholders in the aggregate will have significantly less influence over the management and policies of Menlo than they currently have over the management and policies of Menlo, and Foamix shareholders in the aggregate will have significantly less influence over the management and policies of Menlo than they currently have over the management and policies of Foamix. As described elsewhere, Foamix shareholders and Menlo stockholders may own different percentages of the outstanding shares of the Combined Company’s common stock if the Exchange Ratio is adjusted prior to Closing or if CSRs are issued and become convertible. See the sections entitled “The Merger Agreement—Consideration to Foamix Shareholders” and “The Merger Agreement—Contingent Stock Rights” for more information.

The Combined Company will require substantial additional financing to achieve its goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, could force the Combined Company to delay, limit, reduce or terminate product development, other operations or commercialization efforts.

It is expected that the Combined Company will expend substantial resources for the foreseeable future for the commercialization of AMZEEQ^TM and for pre-commercialization efforts related to FMX103, serlopitant for the treatment of pruritus associated with PN and other pipeline candidates. The Combined Company also wishes to continue the development of other indications and product candidates. However, the Combined Company may not have sufficient funds to carry out and complete all of these plans and may need to raise additional funds for such purposes, and/or alter or defer some activities.

These expenditures will include costs associated with research and development, conducting preclinical studies and clinical trials, and manufacturing and supply, as well as marketing and selling any products approved for sale. In addition, other unanticipated costs may arise. Because of the numerous risks and uncertainties associated with product development and commercialization, the actual amounts necessary to successfully complete the development and commercialization of any of the Combined Company’s product candidates cannot be precisely estimated.

Based on Foamix’s and Menlo’s unaudited balance sheets as of September 30, 2019 and Foamix’s and Menlo’s unaudited prospective financial information, it is anticipated that cash and investments along with funds that the Combined Company may be entitled to receive under the Credit Agreement and the 2020 estimated revenues, on a pro forma basis for the Combined Company, taking into consideration the Merger and restructuring associated costs, will be sufficient to fund the Combined Company’s operating expenses and capital requirements into 2021. However, the operating plan of the Combined Company may change as a result of many factors currently unknown. The Combined Company may therefore need to seek additional capital sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations or additional license arrangements. Such financings may result in dilution to stockholders, imposition of debt covenants and repayment obligations or other restrictions that may affect the business of the Combined Company. In addition, due to favorable market conditions or strategic considerations, the Combined Company may seek additional capital even if it is believed that the Combined Company has sufficient funds for its current or future operating plans.

The Combined Company’s future capital requirements depend on many factors, including:

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Additional capital may not be available when needed, on terms that are acceptable or at all. If adequate funds are not available on a timely basis, the Combined Company may be required to:

If the Combined Company raises additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, it may have to relinquish certain valuable rights to its product candidates, technologies, future revenue streams or research programs or grant licenses on terms that may not be favorable. If the Combined Company raises additional capital through public or private equity offerings, the ownership interest of its stockholders following the completion of the Merger will be diluted and the terms of any new equity securities may have a preference over the common stock of the Combined Company. If the Combined Company raises additional capital through debt financing, it may be subject to covenants limiting or restricting its ability to take specific actions, such as incurring additional debt or making capital expenditures or specified financial ratios, any of which could restrict its ability to commercialize its product candidates or operate as a business.

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The status of the Combined Company as a U.S. corporation may be disadvantageous, from a tax perspective, relative to Foamix’s current status as an Israeli company.

Foamix is currently an Israeli company and is taxed based on Israeli corporate tax rates. The regular Israeli corporate tax rate has been 23% since the start of 2018. In addition, although Foamix has not benefited from them in the past, there are various benefits programs under Israeli tax laws that provide for tax exemptions or reduced corporate tax rates for certain periods of time, from which Foamix could potentially benefit in the future if it were to remain an Israeli company. As a result of the Merger, the surviving public company will be Menlo, a U.S. corporation. The Surviving Company’s future taxable income (if and when it becomes profitable) will be subject to U.S. corporate tax rates, which may be higher than the corresponding Israeli corporate tax rate. The Surviving Company may also generate Global Intangible Low Taxed Income, or GILTI, from its non-U.S. subsidiary, which may accelerate the Surviving Company’s utilization of its U.S. net operating losses, which could adversely affect the Surviving Company’s effective tax rate. Additionally, if the Combined Company increases its activities outside of Israel relative to Foamix’s historical activities, those non-Israeli activities will likely not be eligible for inclusion in Israeli tax benefit programs, even if those activities would have qualified for such programs had Foamix remained an Israeli company. The potential greater tax burden to be borne by the Surviving Company as a U.S. corporation may harm its financial condition and results of operations.

The Combined Company’s facilities and operations may be adversely affected by political, economic and military instability in Israel.

It is expected that the Combined Company will maintain Foamix’s offices located in Rehovot, Israel. In addition, some of Foamix’s key employees and officers are residents of Israel. Accordingly, political, economic and military conditions in Israel may directly affect Foamix’s or, following the Merger, the Combined Company’s business. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries. Over the past decade, Israel has been engaged in several armed conflicts with Hamas, a terrorist group and political party that controls the Gaza Strip, and other terrorist groups from the Gaza Strip. During the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite terrorist group and political party. These conflicts have involved missile strikes against civilian targets in various parts of Israel, including the area where Foamix’s facilities are located, and negatively affected business conditions in Israel. Any future hostilities involving Israel, or terrorist activities or political instability in the region, could interrupt or curtail trade between Israel and its trading partners, which could adversely affect Foamix’s or the Combined Company’s results of operations. Any such further armed conflicts could furthermore make it more difficult for Foamix or the Combined Company to raise capital. In addition, operations could be disrupted by the obligations of Foamix’s or the Combined Company’s Israeli personnel to perform military reserve service as a result of any such further conflicts.

Foamix’s commercial insurance does not cover losses that may occur as a result of an event associated with the security situation in the Middle East. Although the Israeli government is currently committed to covering the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained, or if maintained, will be sufficient to compensate Foamix or the Combined Company fully for damages incurred. Any losses or damages incurred by our Israeli operations could have a material adverse effect on our business.

Further, certain countries, as well as certain companies and organizations, continue to participate in a boycott of Israeli businesses and businesses with large Israeli operations. Such boycott or other restrictive laws, policies or practices may have a material adverse effect on our business and financial condition in the future.

Menlo and Foamix do not anticipate that the Combined Company will pay any cash dividends in the foreseeable future.

The current expectation is that the Combined Company will retain its future earnings, if any, to fund the growth of the Combined Company’s business as opposed to paying dividends. As a result, capital appreciation, if any, of the common stock of the Combined Company will be your sole source of gain, if any, for the foreseeable future.

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In connection with the Merger, Menlo will become a guarantor and an obligor under Foamix’s Credit Agreement (as defined below) and will become subject to various financial and other restrictive covenants. These restrictions may limit Menlo’s operational or financial flexibility and failure on the part of Menlo or any other obligor (under Foamix’s Credit Agreement) to comply with these covenants could subject Menlo to defaults under Foamix’s Credit Agreement.

In connection with entering into the Merger Agreement, Foamix also entered into to a Waiver and Consent Agreement to Credit Agreement and Guaranty (the “Waiver Agreement”), among Foamix, Foamix Pharmaceuticals Inc., a Delaware corporation, the lenders party thereto, and Perceptive Credit Holdings II, LP, as administrative agent for the lenders, relating to the Credit Agreement and Guaranty, dated as of July 29, 2019 (the “Credit Agreement”). Pursuant to the Waiver Agreement, the lenders under the Credit Agreement have, among other things, (i) granted consent to Foamix’s entering into the Merger Agreement and waived events of default under the Credit Agreement that would result therefrom and (ii) granted consent to the consummation of the transactions set forth under the Merger Agreement and waived certain events of default under the Credit Agreement as would result therefrom. This waiver is subject to the satisfaction of certain closing conditions as specified therein (including amendments to the Credit Agreement and other applicable loan documents so as to ensure that Menlo becomes a guarantor and an obligor under the Credit Agreement and grants a first priority security interest in substantially all of Menlo’s assets).

The Credit Agreement contains financial and other restrictive covenants that would (upon Menlo becoming a party to it) limit the ability of Menlo to incur new indebtedness; create liens on assets; make or enter into transactions that result in certain fundamental corporate changes, such as mergers or acquisitions; sell assets; change business activities; make certain investments or payments; pay dividends; change fiscal periods; enter into or become bound by certain inbound and outbound licenses; or enter into transactions with affiliates. The Credit Agreement also contains certain financial covenants, requiring that (1) the obligors maintain a minimum aggregate cash balance of $2.5 million; and (2) Foamix and its subsidiaries achieve certain revenue targets as of a specific date.

The restrictive covenants in the Credit Agreement may limit Menlo’s ability to plan for or react to market conditions, meet capital needs or otherwise restrict our activities or business plans and adversely affect its ability to finance its operations, enter into acquisitions or to engage in other business activities that could be in its interest. Menlo’s ability to comply with the financial covenants can be affected by events beyond its control and it may not be able to do so. If Menlo or any other obligor under the Credit Agreement is unable to remain in compliance with any of the covenants under the Credit Agreement, then it would cause a default under the Credit Agreement and amounts outstanding thereunder may be accelerated and become due immediately. Any such acceleration of debt could have a material adverse effect on Menlo’s financial condition and results of operations.

Menlo’s obligation to guaranty debt under the Credit Agreement, in connection with the Merger, exposes Menlo to risks that could adversely affect its business, operating results, overall financial condition and may result in further dilution to Menlo stockholders.

Upon consummation of the Merger, Menlo will become a guarantor and an obligor under the Credit Agreement (as described above). The Credit Agreement provides for a senior secured delayed draw term loan facility in an aggregate principal amount of $50.0 million, and upon consummation of the Merger it is expected that approximately $35.0 million of loans will be outstanding under the Credit Agreement. Menlo’s indebtedness under the Credit Agreement in connection with its guaranty obligations or in the event it incurs additional indebtedness from another source could have an adverse impact on its business or operations. For example, it could:

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Any future indebtedness that Menlo incurs will require Menlo to make certain interest and principal payments. Its ability to make payments on any indebtedness (including indebtedness in connection with the guaranty obligations pursuant to the Credit Agreement) depends on its ability to generate cash in the future. It is expected that the Combined Company will experience negative cash flow for the foreseeable future as it funds its operations and capital expenditures. There can be no assurance we will be in a position to repay this indebtedness when due or obtain extensions to the maturity date. In order to repay these obligations when due, Menlo may be required to sell assets, to refinance all or a portion of such indebtedness or to obtain additional financing, including on terms that are less favorable to Menlo. If that additional financing involves the sale of equity securities or convertible securities, it would result in the issuance of additional shares of capital stock, which would result in dilution to Menlo’s stockholders.

Changes in interest rates could adversely affect Menlo’s earnings and/or cash flows.

Loans under the Credit Agreement are made at variable rates that use LIBOR as a benchmark for establishing the interest rate. LIBOR is the subject of recent proposals for reform. On July 27, 2017, the United Kingdom’s Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. These reforms may cause LIBOR to cease to exist, new methods of calculating LIBOR to be established or the establishment of an alternative reference rate(s). These consequences cannot be entirely predicted and could have an adverse impact on the market value for or value of LIBOR-linked loans that are due under the Credit Agreement that will be guaranteed by Menlo. Changes in market interest rates may influence the financing costs and could reduce Menlo’s earnings and cash flows.

The information set forth below is not necessarily indicative of the results of future operations of Foamix (as part of the Combined Company) following the Merger, and you should read the selected historical financial and other data together with Foamix’s audited financial statements and the related notes thereto, and Foamix’s unaudited condensed financial statements and the related notes thereto, and the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, which are incorporated by reference in this joint proxy statement/prospectus.

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