Foamix Pharmaceuticals Ltd. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2020-03-12: Form 8-K; Period of report 2020-03-12; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 2.02.
- 2020-03-10: Form 8-K; Period of report 2020-03-09; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
- 2020-02-06: Form 8-K; Period of report 2020-02-06; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2020-01-14: Form 8-K; Period of report 2020-01-14; Description 7.01 Regulation FD Disclosure; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2020-03-12 | 8-K | 2020-03-12 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 12, 2020, Menlo Therapeutics Inc. (“Menlo”) issued a press release announcing the financial results for the year ended December 31, 2019 for its wholly-owned subsidiary, Foamix Pharmaceuticals Ltd. (the “Company”). 7.01 On March 12, 2020, Menlo issued a press release announcing the financial results for the year ended December 31, 2019 for the Company. | zk2024145.htm |
| 2020-03-10 | 8-K | 2020-03-09 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 As previously disclosed in the Current Report on 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on November 12, 2019, in connection with entering into the Merger Agreement, Foamix also entered into to a Waiver and Consent to Credit Agreement and Guaranty (the “Waiver Agreement”) among the Company, Foamix Pharmaceuticals Inc., a Delaware corporation (the “Borrower”), the lenders party thereto, and Perceptive Credit Holdings II, LP, as administrative agent for the lenders (the “Administrative Agent”), relating to the Credit Agreement and Guaranty, dated as of July 29, 2019 (the “Credit Agreement”). 2.01 At the effective time of the Merger (the “Effective Time”), each ordinary share, par value NIS 0.16 per share, of Foamix (“Foamix Shares”) issued and outstanding immediately prior to the Effective Time was deemed transferred under Israeli law to Menlo in exchange for the right to receive (i) 0.5924 shares (the “Exchange Ratio”) of common stock of Menlo (“Menlo Common Stock”) and (ii) one contingent stock right (a “CSR”; and collectively, the “CSRs”) which are subject to the terms and conditions of the contingent stock rights agreement, dated as of March 9, 2020, by and between American Stock Transfer & Trust Company, LLC and Menlo (the “CSR Agreement”), as further described below (collectively, the “Merger Consideration”). 3.01 Trading of the Foamix Shares on Nasdaq was suspended as of the close of trading on March 6, 2020. 3.03 The information set forth or incorporated by reference in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on 8-K is incorporated by reference into this Item 3.03. 5.01 The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference. 5.02 In accordance with the Merger Agreement, on March 9, 2020, effective as of the Effective Time, Stanley Hirsch, Stanley Stern, Rex Bright, Anna Kazanchyan, Anthony Bruno, Aharon Schwartz and Sharon Barbari resigned from the board of directors of the Company (the “Board”) and any respective committee of the Board to which they belonged, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices. 5.03 Pursuant to the Merger Agreement, at the Effective Time, the Articles of Association of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety and included changes required in connection with the entry by the Company into the Amended Credit Agreement and changes reflecting the fact that the Company is now a wholly-owned subsidiary of Menlo. 8.01 Under applicable tax laws of Israel, any consideration to Foamix's shareholders and beneficiaries of equity-based compensation is subject to withholding tax obligations. | tm2012065-1_8k.htm |
| 2020-02-06 | 8-K | 2020-02-06 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On February 6, 2020, Foamix Pharmaceuticals Ltd. (“Foamix” or the “Company”) held an extraordinary general meeting of shareholders (the “Extraordinary Meeting”), at which a quorum was present, to vote on matters related to the previously announced merger with Giants Merger Subsidiary Ltd. (“Merger Sub”), a wholly-owned subsidiary of Menlo Therapeutics Inc. (“Menlo”). 8.01 On February 6, 2020, Foamix and Menlo issued a joint press release entitled “Foamix and Menlo Announce Shareholder Approval of Proposed Merger.” A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | tm206878-1_8k.htm |
| 2020-01-14 | 8-K | 2020-01-14 | 7.01 Regulation FD Disclosure | 7.01 On January 14, 2020, Foamix Pharmaceuticals Ltd. (the “Company”) issued a press release entitled “Foamix Announces AMZEEQTM (minocycline) Achievement of Preferred Status on Express Scripts National Preferred Formulary, One of the Largest Commercial Formularies in the U.S.” A copy of the press release is attached as Exhibit 99.1 to this report. | tm203371d1_8k.htm |
| 2020-01-09 | 8-K | 2020-01-09 | 8.01 Other Events | 8.01 On January 9, 2020, Foamix Pharmaceuticals Ltd. issued a press release announcing that its novel AMZEEQ™ (minocycline) topical foam, 4% will be available on January 13, 2020 by prescription for the treatment of inflammatory lesions of non-nodular moderate to severe acne vulgaris in adults and pediatric patients 9 years of age and older. | tm201645d1_8k.htm |
| 2019-12-18 | 8-K | 2019-12-17 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 On December 17, 2019, Foamix Pharmaceuticals Inc. (the “Borrower”), a direct wholly owned subsidiary of Foamix Pharmaceuticals Ltd. (the “Company”), drew down the second tranche of $20.0 million (the “Tranche 2 Loan”) under the previously disclosed Credit Agreement and Guaranty (the “Credit Agreement”), dated as of July 29, 2019, among the Company, the Borrower, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto and Perceptive Credit Holdings II, LP, as Administrative Agent. | tm1926305d1_8k.htm |
| 2019-12-16 | 8-K | 2019-12-16 | 8.01 Other Events | 8.01 In compliance with the Companies Law, 5759-1999 of the State of Israel and the regulations promulgated thereunder (the “Companies Law”), Foamix Pharmaceuticals Ltd. (“Foamix” or the “Company”) hereby notifies its shareholders that it will hold an extraordinary general meeting of shareholders (the “Meeting”) on Thursday, February 6, 2020 at 11:00 a.m. | tm1926305-2_8k.htm |
| 2019-12-04 | 8-K | 2019-12-04 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm1924520d1_8k.htm |
| 2019-11-12 | 8-K | 2019-11-12 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 11, 2019, Foamix Pharmaceuticals Ltd. (the “Company”) issued a press release announcing its financial results for its third quarter ended September 30, 2019. 7.01 On November 11, 2019, the Company issued a press release announcing its financial results for its third quarter ended September 30, 2019. | zk1923620.htm |
| 2019-11-12 | 8-K | 2019-11-12 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On November 11, 2019, Foamix posted on its website a presentation for investors and a press release with respect to the proposed merger with Menlo. | zk1923621.htm |
| 2019-11-07 | 8-K | 2019-11-07 | 8.01 Other Events | 8.01 On November 7, 2019, Foamix Pharmaceuticals Ltd. issued a press release entitled “Foamix Announces Issuance of New U.S. Patent for Compositions Combining a Retinoid and a Tetracycline Antibiotic.” A copy of the press release is attached as Exhibit 99.1 to this report. | zk1923606.htm |
| 2019-10-23 | 8-K | 2019-10-23 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 In connection with the foregoing, on October 23, 2019, Foamix issued a press release entitled “Foamix Enters into Manufacturing and Supply Agreement for AMZEEQ™ and FMX103.” A copy of the press release is attached as Exhibit 99.1 to this report. | zk1923549.htm |
| 2019-10-18 | 8-K | 2019-10-18 | 8.01 Other Events | 8.01 On October 18, 2019, Foamix Pharmaceuticals Ltd. (the “Company”) issued a press release announcing that the U.S. Food and Drug Administration (the “FDA”) has approved the Company’s novel AMZEEQ™ (minocycline) topical foam, 4%, for the treatment of inflammatory lesions of non-nodular moderate to severe acne vulgaris in adults and pediatric patients 9 years of age and older. | zk1923542.htm |
| 2019-10-17 | 8-K | 2019-10-17 | 8.01 Other Events | 8.01 On October 17, 2019, Foamix Pharmaceuticals Ltd. issued a press release entitled “Foamix Announces FDA Acceptance of its New Drug Application for FMX103 Minocycline Foam for the Treatment of Moderate-to-Severe Papulopustular Rosacea.” A copy of the press release is attached as Exhibit 99.1 to this report. | zk1923538.htm |
| 2019-09-20 | 8-K | 2019-09-19 | 7.01 Regulation FD Disclosure | 7.01 On September 19, 2019, Foamix Pharmaceuticals Ltd. (the “Company”) issued a press release announcing enrollment of its first patient in its Phase 2 clinical trial to evaluate the efficacy and safety of FCD105, its topical combination foam comprised of minocycline 3% and adapalene 0.3%, for the treatment of moderate-to-severe acne vulgaris. | zk1923495.htm |
| 2019-09-04 | 8-K | 2019-09-04 | 8.01 Other Events | 8.01 On September 4, 2019, Foamix Pharmaceuticals Ltd., issued a press release entitled “Foamix Announces Issuance of New U.S. Patent Covering A Method of Treating Acne that Expires in 2037.” A copy of the press release is attached as Exhibit 99.1 to this report. | zk1923462.htm |
| 2019-08-19 | 8-K | 2019-08-19 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | zk1923416.htm |
| 2019-08-07 | 8-K | 2019-08-07 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 7, 2019, Foamix Pharmaceuticals Ltd. (the “Company”) issued a press release announcing its financial results for its second quarter ended June 30, 2019. 7.01 On August 7, 2019, the Company issued a press release announcing its financial results for its first quarter ended June 30, 2019. | zk1923372.htm |
| 2019-08-05 | 8-K | 2019-08-05 | 8.01 Other Events | 8.01 On August 5, 2019, Foamix Pharmaceuticals Ltd., issued a press release entitled “Foamix Submits New Drug Application to U.S. FDA for FMX 103 for the Treatment of Moderate-to-Severe Papulopustular Rosacea.” A copy of the press release is attached as Exhibit 99.1 to this report. | zk1923355.htm |
| 2019-07-30 | 8-K | 2019-07-30 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 To the extent applicable, the disclosures of the material terms and conditions of the Credit Facility Agreements in Item 1.01 above are incorporated into this Item 2.03 by reference. 3.02 To the extent applicable, the disclosures of the material terms and conditions of the Warrants in Item 1.01 above are incorporated into this Item 3.02 by reference. 8.01 On July 30, 2019, the Company issued a press release announcing the closing of the Credit Facility and execution of the Purchase Agreement. | zk1923326.htm |
| 2019-05-08 | 8-K | 2019-05-08 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 7, 2019, Foamix Pharmaceuticals Ltd. (the “Company”) issued a press release announcing its financial results for its first quarter ended March 31, 2019. 7.01 On May 7, 2019, the Company issued a press release announcing its financial results for its first quarter ended March 31, 2019. | zk1923047.htm |
| 2019-04-11 | 8-K | 2019-04-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 On April 10, 2019, the shareholders of Foamix Pharmaceuticals Ltd. (the “Company”) approved the Company’s 2019 Equity Incentive Plan (the "2019 EIP"). 5.07 On April 10, 2019, the Company held its 2019 Annual General Meeting of Shareholders (the “Annual General Meeting”), at which a quorum was present. | zk1922919.htm |
| 2019-03-07 | 8-K | 2019-03-07 | 8.01 Other Events | 8.01 On March 7, 2019, Foamix Pharmaceuticals Ltd., issued a press release entitled “Foamix Announces FDA Acceptance of New Drug Application for FMX101 Minocycline Foam for the Treatment of Moderate-to-Severe Acne.” A copy of the press release is attached as Exhibit 99.1 to this report. | zk1922785.htm |
| 2019-02-28 | 8-K | 2019-02-28 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 28, 2019, Foamix Pharmaceuticals Ltd. (the “Company”) issued a press release announcing its financial results for its fourth quarter ended December 31, 2018. 7.01 On February 28, 2019, the Company issued a press release announcing its financial results for its fourth quarter ended December 31, 2018. | zk1922764.htm |
| 2019-01-24 | 8-K | 2019-01-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On January 23, 2019, the Board of Directors (the “Board”) of Foamix Pharmaceuticals Ltd. (the “Company”) appointed Sharon Barbari to serve as a director of the Company in accordance with Article 17 of the Company’s Articles of Association. 7.01 The Company is scheduled to host an R&D Day on January 24, 2019 from 12:00-3:00 p.m. | zk1922485.htm |
| 2019-01-03 | 8-K | 2019-01-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The board of directors of Foamix Pharmaceuticals Ltd. (the “Company”) determined that effective January 1, 2019, Yohan Hazot, Vice President, Pharmaceutical Development and a named executive officer of the Company, is no longer an “executive officer” of the Company within the meaning of Rule 3b-7 of the Securities Exchange Act of 1934, as amended. | zk1922431.htm |
| 2018-11-19 | 8-K | 2018-11-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 14, 2018, Dr. Darrell Rigel resigned from the board of directors, or the Board, of Foamix Pharmaceuticals Ltd., or the Company, effective immediately, including all committees thereof. | zk1822302.htm |
| 2018-11-07 | 8-K | 2018-11-07 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.02 On November 7, 2018, Foamix Pharmaceuticals Ltd. (the “Company”) issued a press release announcing its financial results for its third quarter ended September 30, 2018. 7.01 The Company announced positive topline results from the Company’s Phase III clinical trial of its FMX103 topical minocycline foam for the treatment of moderate-to-severe papulopustular rosacea on Wednesday, November 7, 2018. 8.01 On November 7, 2018, the Company issued a press release announcing positive topline results from the FMX103 clinical trial. | zk1822253.htm |
| 2018-10-01 | 8-K | 2018-10-01 | 7.01 Regulation FD Disclosure | 7.01 On October 2, 2018, the Company will present these additional topline results along with an overall corporate update at the Cantor Fitzgerald Global Healthcare Conference. | zk1822124.htm |
| 2018-09-18 | 8-K | 2018-09-18 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | zk1822104.htm |
| 2018-09-12 | 8-K | 2018-09-12 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On September 12, 2018, Foamix Pharmaceuticals Ltd. (the “Company”) presented data announcing positive topline results from a third phase III clinical trial evaluating FMX101 topical minocycline foam for treatment of moderate-to-severe acne. 8.01 The press release is attached hereto as Exhibit 99.2. | zk1822086.htm |
| 2018-06-27 | 8-K | 2018-06-27 | 7.01 Regulation FD Disclosure | 7.01 The press release is attached hereto as Exhibit 99.1. | zk1821845.htm |
| 2018-05-14 | 8-K | 2018-05-14 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 8, 2018, Foamix Pharmaceuticals Ltd. (the “Company”) held its 2018 Annual General Meeting of Shareholders (the “Annual General Meeting”). | zk1821682.htm |
| 2018-05-09 | 8-K | 2018-05-09 | 2.02 Results of Operations and Financial Condition | 2.02 On May 8, 2018, Foamix Pharmaceuticals Ltd. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2018. | zk1821637.htm |
| 2018-05-07 | 8-K | 2018-05-07 | 7.01 Regulation FD Disclosure | 7.01 The press release is attached hereto as Exhibit 99.1. | zk1821614.htm |
| 2018-04-16 | 8-K | 2018-04-16 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | zk1821491.htm |
| 2018-03-29 | 8-K | 2018-03-29 | 5.08 Shareholder Director Nominations; 8.01 Other Events | 5.08 The information in Item 8.01 below is incorporated by reference into this Item 5.08. 8.01 The board of directors, or the Board, of Foamix Pharmaceuticals Ltd., or the Company, has set the date of the Company’s 2018 Annual General Meeting of Shareholders, or the Meeting, as May 8, 2018. | zk1821429.htm |
| 2018-01-29 | 8-K | 2018-01-29 | 8.01 Other Events | 8.01 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | zk1821078.htm |
| 2018-01-08 | 8-K | 2018-01-08 | 7.01 Regulation FD Disclosure | 7.01 Foamix Pharmaceuticals Ltd. (“Foamix”) has prepared an investor presentation (the “Investor Presentation”) for use at various conferences and meetings with investors from time to time. | zk1820967.htm |
| 2018-01-04 | 8-K | 2018-01-04 | 8.01 Other Events | 8.01 On January 4, 2017, Foamix Pharmaceuticals Ltd. issued a press release announcing positive results from its Phase 3 open-label safety extension evaluating FMX-101 topical minocycline foam for treatment up to one year. | zk1820956.htm |
| 2018-01-03 | 8-K | 2018-01-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On January 1, 2018, and effective as of that date, Dr. Dov Tamarkin resigned from the board of directors (the “Board”) of Foamix Pharmaceuticals Ltd. (the “Company”). 8.01 As a result of changes to the Company’s senior management, leading to U.S. citizens and residents becoming a majority of its executive officers, and given that more than 50% of the Company’s issued and outstanding voting securities were held by U.S. residents, the Company has determined that it no longer qualifies as a foreign private issuer under the rules of the Securities and Exchange Commission (the “SEC”). | zk1820949.htm |