Filing Details

CUSIP No.     586858 102

13D

Page 8 of 12 Pages

 

 

Prior to the IPO, the Fund purchased from the Issuer 3,227,700 shares of Series C Preferred Stock (the "Series C Stock").  Immediately prior to the closing of the IPO, the Series C Stock held by the Fund automatically converted into 1,196,552 shares of Common Stock.  The Fund now holds a total of 1,461,552 shares of the Issuer's Common Stock (the "venBio Shares").

The working capital of the Fund was the source of the funds for the purchase of the venBio Shares.  No part of the purchase price of the venBio Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the venBio Shares.

 

Item 4.

Purpose of Transaction.

The Fund acquired the venBio Shares for investment purposes only.  Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, the Fund and other Reporting Persons may dispose of or acquire additional shares of the Issuer.

None of the Reporting Persons have any present plans or proposals that relate to or would result in any change in the business, policies, management, structure or capitalization of the Issuer. The Reporting Persons reserve the right to acquire, or dispose of, additional securities of the Issuer in the ordinary course of their business, to the extent deemed advisable in light of their general investment and trading policies, market conditions or other factors. The Reporting Persons may engage in discussions from time to time with other stockholders of the Issuer regarding the acquisition by the Reporting Persons or others of shares of the Issuer's Common Stock held by such stockholders.

Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:

 

 

CUSIP No.     586858 102

13D

Page 9 of 12 Pages

 

 

 

Item5.

Interest in Securities of the Issuer.

The Fund is the record owner the 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.

Each Reporting Person disclaims beneficial ownership of the venBio Shares other than those shares which such person owns of record.

The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet and was calculated based on  22,977,998 shares of Common Stock of the Issuer outstanding after the IPO, which includes full exercise of the underwriters' over-allotment option, as disclosed in the prospectus filed by the Issuer on January 26, 2018, pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, which is part of the Issuer's Registration Statement and in the periodic report on Form 8-K, filed by the Issuer on January 29, 2018.

(b)

Regarding the number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: See line 7 of cover sheets

(ii)

shared power to vote or to direct the vote: See line 8 of cover sheets

(iii)

sole power to dispose or to direct the disposition: See line 9 of cover sheets.

(iv)

shared power to dispose or to direct the disposition: See line 10 of cover sheets

(c)

Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.

(d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, securities beneficially owned by any of the Reporting Persons.

(e)

Not applicable.

Item 7.

Material to be Filed as Exhibits.

Exhibit 99.1 – Agreement regarding filing of joint Schedule 13D.

Exhibit 99.2 – Power of Attorney regarding filings under the Act.

 

 

 

CUSIP No.     586858 102

13D

Page 10 of 12 Pages

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

VENBIO GLOBAL STRATEGIC FUND II, L.P.

By:	VENBIO GLOBAL STRATEGIC GP II, L.P.

General Partner

By:

venBio Global Strategic GP II, Ltd.

General Partner

Director

 

VENBIO GLOBAL STRATEGIC GP II, L.P.

By:	VENBIO GLOBAL STRATEGIC GP II, LTD.

General Partner

 

            Director

 

VENBIO GLOBAL STRATEGIC GP II, LTD.

 

*

Robert Adelman

*

Corey Goodman

 

                        David Pezeshki

        As attorney-in-fact

This Schedule 13G was executed by David Pezeshki on behalf of the individual listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

CUSIP No.     586858 102

13D

Page 11 of 12 Pages

 

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Menlo Therapeutics Inc.

EXECUTED this 8^th day of February, 2018.

This Agreement was executed by David Pezeshki on behalf of the individual listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

CUSIP No.     586858 102

13D

Page 12 of 12 Pages

 

 

 

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints David Pezeshki his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a direct or indirect general partner, director, officer, member or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 10^th day of February, 2017.

Robert Adelman

Corey Goodman