If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Item 1.

Security and Issuer.

This statement relates to the Common Stock, par value $0.001 (the "Common Stock") of Menlo Therapeutics Inc. (the "Issuer").  The address of the principal executive offices of the Issuer is 200 Cardinal Way, 2nd Floor, Redwood City, California 94063.

 

Item 2.

Identity and Background.

This statement is being filed by:

(a) venBio Global Strategic Fund II, L.P. (the "Fund");

(b) venBio Global Strategic GP II, L.P. (the "General Partner"), which is the sole general partner of the Fund; and venBio Global Strategic GP II, Ltd. (the "GP Ltd." and, together with the General Partner, the "Control Entities"), which is the sole general partner of the General Partner; and

(c) Robert Adelman ("Adelman"), a director of the GP Ltd. and Corey Goodman ("Goodman" and, together with Adelman, the "venBio Individuals"), a director of the GP Ltd.;

The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."  The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13D as Exhibit 99.1 (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act.

The address of the principal business office of the Reporting Persons is c/o venBio Partners, LLC, 1700 Owens Street, Suite 595, San Francisco, CA 94158.

The principal business of the Fund is to make strategic equity and equity-related investments principally in entities operating in the life sciences industry and/or assets relating thereto.  The principal business of the General Partner is to act as the sole general partner of the Fund.  The principal business of the GP Ltd. is to act as the sole general partner of the General Partner.  The principal business of each of the venBio Individuals is to manage the Control Entities, the Fund and affiliated entities with similar businesses.

During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Fund and the General Partner are exempt limited partnerships organized under the laws of the Cayman Islands.  The GP Ltd. is an exempted company organized under the laws of the State of Delaware.  Each of the venBio Individuals is a United States citizen.

 

Item 3.

Source and Amount of Funds or Other Consideration.

On January 25, 2018, the Registration on Form S-1 filed with the Securities and Exchange Commission by the Issuer in connection with its initial public offering (the "IPO") was declared effective.  The closing of the IPO took place on January 29, 2018 and at such closing the Fund purchased an aggregate of 265,000 shares of Common Stock at the IPO price of $17.00 per share. 

 

 

 

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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:

 

 

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13D

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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.

 

 

 

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13D

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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.

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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.

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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