Menlo Therapeutics Inc.
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(Name of Issuer)
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Common Stock, $0.0001 par value
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(Title of Class of Securities)
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586858102
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(CUSIP Number)
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David Pezeshki
venBio Partners, LLC
1700 Owens Street, Suite 595, San Francisco, CA 94158
(415) 800-0800
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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April 7, 2020
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No. 586858102 |
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Page 2 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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venBio Global Strategic Fund II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 shares
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8
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SHARED VOTING POWER
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0 shares
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9
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SOLE DISPOSITIVE POWER
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0 shares
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10
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SHARED DISPOSITIVE POWER
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0 shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0 shares
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No. 586858102 |
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Page 3 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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venBio Global Strategic GP II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 shares
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8
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SHARED VOTING POWER
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0 shares
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9
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SOLE DISPOSITIVE POWER
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0 shares
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10
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SHARED DISPOSITIVE POWER
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0 shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0 shares
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No. 586858102 |
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Page 4 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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venBio Global Strategic GP II, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 shares
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8
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SHARED VOTING POWER
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0 shares
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9
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SOLE DISPOSITIVE POWER
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0 shares
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10
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SHARED DISPOSITIVE POWER
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0 shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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||
0 shares
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|||
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No. 586858102 |
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Page 5 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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Robert Adelman
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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||||
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 shares
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|||
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||||
8
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SHARED VOTING POWER
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0 shares
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|||
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||||
9
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SOLE DISPOSITIVE POWER
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||
0 shares
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|||
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||||
10
|
SHARED DISPOSITIVE POWER
|
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|
||
0 shares
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|||
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|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0 shares
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|
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|||
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|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☐
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||
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. 586858102 |
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Page 6 of 9 Pages
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1
|
NAMES OF REPORTING PERSONS
|
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|
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Corey Goodman
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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
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|
||
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|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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|
||
AF
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|||
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|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
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|
||||
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|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
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|
|
|
0 shares
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|
|||
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|
||||
8
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SHARED VOTING POWER
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0 shares
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|||
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||||
9
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SOLE DISPOSITIVE POWER
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||
0 shares
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|||
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||||
10
|
SHARED DISPOSITIVE POWER
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0 shares
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|||
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||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
||
0 shares
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|
|||
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|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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||
0.0%
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|||
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
IN
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Page 7 of 9 Pages
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Item 1. |
Security and Issuer.
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Item 4. | Purpose of Transaction. |
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(a)
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The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
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(b)
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An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
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(c)
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A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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(d)
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Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
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(e)
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Any material change in the present capitalization or dividend policy of the Issuer;
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(f)
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Any other material change in the Issuer's business or corporate structure;
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(g)
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Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
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(h)
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Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
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(i)
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A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
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(j)
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Any action similar to any of those enumerated above.
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Item 5. |
Interest in Securities of the Issuer.
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(a)
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The Fund is the record owner of venBio Shares. As the sole general partner of the Fund, the General Partner may be deemed to own beneficially the venBio Shares. As the sole general partner of the General Partner, the GP Ltd. may be
deemed to own beneficially the venBio Shares. As directors of the GP Ltd., each of the venBio Individuals may be deemed to own beneficially the venBio Shares.
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Page 8 of 9 Pages
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(i) |
sole power to vote or to direct the vote: See line 7 of cover sheets
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(ii) |
shared power to vote or to direct the vote: See line 8 of cover sheets
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(iii) |
sole power to dispose or to direct the disposition: See line 9 of cover sheets
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(iv) |
shared power to dispose or to direct the disposition: See line 10 of cover sheets
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Item 7.
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Material to Be Filed as Exhibits.
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Page 9 of 9 Pages
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VENBIO GLOBAL STRATEGIC FUND II, L.P. | |||
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By:
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VENBIO GLOBAL STRATEGIC FUND II, L.P.
General Partner
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By: |
venBio Global Strategic GP II, Ltd.
General Partner
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By: |
* |
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Title: |
Director |
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By: |
* |
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Title: |
Director |
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VENBIO GLOBAL STRATEGIC GP II, L.P. | |||
By: |
VENBIO GLOBAL STRATEGIC GP II, LTD.
General Partner
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By: |
* |
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Title: | Director |
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VENBIO GLOBAL STRATEGIC GP II, LTD. | |||
By: |
* |
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Title: |
Director |
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* |
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Robert Adelman | |||
* |
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Corey Goodman | |||
By: |
/s/ David Pezeshki | ||
David Pezeshki | |||
As attorney-in-fact |
Entity
Name
|
Transaction
Date
|
Transaction
Type
|
Quantity
|
Price Per Share (excluding
commissions)
|
Fund
|
04/07/2020
|
Sell
|
417,464
|
$1.0548 (1)
|
Fund
|
04/08/2020
|
Sell
|
781,440
|
$1.0717 (2)
|
Fund
|
04/09/2020
|
Sell
|
262,648
|
$1.1570 (3)
|
1.
|
The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.02 to $1.11, inclusive. The reporting person undertakes to provide to Menlo Therapeutics
Inc., any security holder of Menlo Therapeutics Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in
footnotes (1) through (3).
|
2.
|
The price reported in Column 5 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.00 to $1.13, inclusive.
|
3.
|
The price reported in Column 5 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.10 to $1.22, inclusive.
|