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Menlo Therapeutics & Foamix Pharmaceuticals Complete Merger

Contact Author Jessie Kern
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Menlo Therapeutics and Foamix Pharmaceuticals have completed their merger, creating a combined company focused on the development and commercialization of therapeutics for dermatologic indications.

Menlo Therapeutics Inc. has announced the completion of its merger with Foamix Pharmaceuticals Ltd. following the satisfaction of all closing conditions required by the merger agreement.

Upon completion of the merger, pursuant to the terms of the agreement, Foamix became a wholly owned subsidiary of Menlo. Under the terms of the merger, Foamix shareholders received 0.5924 of a share of Menlo common stock for each Foamix share owned, as well as a non-transferrable contingent stock right.

These contingent stock rights potentially allow Foamix shareholders to receive additional shares of Menlo common stock based on the results of Menlo’s Phase 3 trials of serlopitant for the treatment of pruritus associated with prurigo nodularis, as more fully described in the companies’ joint proxy statement/prospectus on Form S-4.

Foamix ordinary shares ceased trading as of the close of trading on March 6, 2020. On March 9, 2020, newly issued Menlo shares commenced trading under the ticker “MNLO” on Nasdaq. Since announcing the transaction on November 11, 2019, Menlo achieved a major milestone with the launch of its first product, AMZEEQ, for the treatment of inflammatory lesions of non-nodular moderate to severe acne vulgaris in adults and pediatric patients nine years of age and older.

In the coming weeks, Menlo anticipates announcing the results of its Phase 3 clinical trials of serlopitant for the treatment of pruritus associated with prurigo nodularis. Additionally, the company expects to announce the results of its Phase 2 clinical trial for FCD105 (minocycline 3% and adapalene 0.3% foam) for the treatment of acne in the second quarter of 2020.

Menlo has also taken meaningful steps toward facilitating a successful integration and capitalizing on expected cost synergies.

Company Management and Board Appointees

Effective upon the closing of the merger, Foamix’s management team will manage the company, led by David Domzalski as CEO.

As part of the transaction, Foamix has designated five of its pre-closing directors, David Domzalski, Sharon Barbari, Rex Bright, Anthony Bruno and Stanley Hirsch to serve as members of the Menlo board of directors. Menlo has designated two of its pre-closing directors, Steve Basta, Menlo CEO prior to the consummation of the merger, and Elisabeth Sandoval, to be directors of the company following the merger.

“This is an exciting day as we take a significant step toward becoming a broad dermatology franchise,” David Domzalski, who became the CEO of Menlo upon the closing of the merger. “The combined company already has an approved, commercial-stage product, AMZEEQ, and several late-stage product candidates with several meaningful near-term catalysts. I am excited about the opportunities ahead for the combined company as we work towards improving the lives of patients with a differentiated and innovative product pipeline.”

Domzalski continued, “We are encouraged by the initial performance and activities in support of the launch of AMZEEQ.”



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