UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~March 69, 2020

FOAMIX PHARMACEUTICALS LTD.

(~~Exact~~Translation ~~name~~ of registrant's asname ~~specified~~into ~~in its charter~~English)

Israel	001-36621	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Israel

(State or other jurisdiction of incorporation)

001-36621

(Commission File Number)

N/A

(IRS Employer Identification No.)

	2 Holzman Street, Weizmann Science Park
	Rehovot, Israel	7670402
	(Address of principal executive offices)	(Zip Code)

2 Holzman Street,

Weizmann Science Park

Rehovot, Israel

(Address of principal executive offices)

7670402

(Zip Code)

+972-8-9316233 ~~(Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)~~

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Name of Each Exchange on Which Registered:
Ordinary shares, par value NIS 0.16 per share	Nasdaq Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Ticker symbol(s)	Name of each exchange on which registered
Ordinary Shares, par value NIS 0.16 per share	FOMX	Nasdaq Global Stock Market

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading
Symbol(s) Name of each exchange on
which registered Ordinary shares, par value NIS 0.16 per share FOMX Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

~~Item~~Introductory ~~5.07 Submission of Matters to a Vote of Security Holders.~~Note

On ~~February~~March 69, 2020, ~~Foamix Pharmaceuticals Ltd.~~ (~~“Foamix” or~~ the “~~Company~~Closing Date”), ~~held~~pursuant to anthe ~~extraordinary~~Agreement ~~general~~and ~~meeting~~Plan of ~~shareholders (the “Extraordinary Meeting”)~~Merger, at ~~which~~dated aas ~~quorum~~of ~~was~~November ~~present~~10, to2019, ~~vote~~as amended on ~~matters~~December ~~related~~4, to2019 ~~the~~(as ~~previously~~amended, ~~announced~~the ~~merger with Giants Merger Subsidiary Ltd. (~~“Merger ~~Sub~~ Agreement”), aby ~~wholly-owned~~and ~~subsidiary~~among of Menlo Therapeutics Inc. (“Menlo”), Foamix Pharmaceuticals Ltd., Aa ~~summary~~company oforganized under the ~~voting results~~laws ~~for~~of ~~the~~Israel ~~following~~(“Foamix” ~~proposals,~~or ~~each~~the of“Company”), ~~which~~and isGiants ~~described~~Merger inSubsidiary ~~detail~~Ltd., ina ~~the~~direct, ~~Company’s~~wholly owned ~~definitive~~subsidiary ~~proxy~~of ~~statement~~Menlo ~~dated January~~(“Merger 7Sub”), ~~2020,~~Merger ~~which~~Sub ~~was~~merged ~~first~~with ~~mailed~~and tointo the Company’s, ~~shareholders~~with onthe orCompany ~~about~~surviving ~~January~~as a 8,wholly ~~2020,~~owned issubsidiary ~~set~~of ~~forth~~Menlo ~~below:~~(the “Merger”).

~~Proposal~~Item 1.01. Entry into a Material Definitive Agreement

~~Foamix’s~~Credit ~~shareholders~~Facility adopted the Agreement and Plan of Merger, dated as of November 10, 2019 (as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of December 4, 2019), by and among Foamix, Menlo and Merger Sub and approved the merger of Merger Sub with and into Foamix, with Foamix surviving as a wholly-owned subsidiary of Menlo (the “Merger”).

Votes For		Votes Against		Abstentions		Broker Non-Votes
29,287,245		1,578,432		160,978		0

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”). Pursuant to the Waiver Agreement, the lenders under the Credit Agreement, among other things, (i) granted consent to the Company’s entry into the Merger Agreement and waived events of default under the Credit Agreement that would result therefrom and (ii) granted consent to the consummation of the transactions set forth under the Merger Agreement and waived certain events of default under the Credit Agreement that would result therefrom, subject in each case to satisfaction of certain closing conditions as specified therein (including amendments to the Credit Agreement and other applicable loan documents so as to ensure that Menlo becomes a guarantor and an obligor under the Credit Agreement and grants a first priority security interest in substantially all of Menlo’s assets).

~~As required by Israeli law~~Accordingly, ~~Proposal~~on 1the ~~was~~Closing ~~approved~~Date, ~~by shareholders holding a majority of~~ the ~~ordinary~~Company, ~~shares voted on such proposal who affirmatively confirmed that they were not any of (i)~~ Menlo, ~~(ii) Merger Sub~~the Borrower, orthe ~~(iii)~~Administrative ~~(a)~~Agent aand ~~person~~the ~~holding,~~lenders ~~directly~~party orthereto ~~indirectly, either~~ (xthe “Lenders”) ~~25%~~ oramended ~~more~~and ofrestated the existing ~~voting~~Credit ~~rights~~Agreement ofpursuant ~~Menlo~~to orthat ~~Merger~~certain ~~Sub~~Amended orand ~~(y)~~Restated ~~the~~Credit ~~right~~Agreement toand ~~appoint~~Guaranty ~~25% or more of~~ (the ~~directors of Menlo or Merger~~“Amended ~~Sub,~~Credit (bAgreement”). As a ~~person~~result orof ~~entity~~entering ~~acting~~into onthe ~~behalf~~Amended ofCredit ~~Menlo~~Agreement, ~~Merger~~Menlo ~~Sub~~(along orwith athe ~~person~~Company ~~described~~and inthe Borrower) ~~subsection~~is ~~(a)~~an ~~above~~obligor orand ~~(c)~~a ~~one~~guarantor of ~~such person’s~~the ~~spouse, siblings, parents, grandparents, descendants, spouse~~Borrower’s ~~descendants,~~indebtedness ~~siblings~~obligations orunder ~~parents~~the orAmended ~~the~~Credit ~~spouse~~Agreement ofand ~~any~~in ~~such~~that ~~person,~~regard orhas granted a ~~corporation~~first-priority ~~controlled~~lien byon ~~any~~substantially ~~one~~all ~~or more~~ of ~~such~~its ~~persons~~assets or(subject ~~entities~~to orlimited ~~by Menlo or Merger Sub~~exceptions).

~~Proposal~~The 2Amended Credit Agreement provides a senior secured delayed draw term loan facility (the “Credit Facility”) to the Borrower in an aggregate principal amount of up to $50 million, of which $35 million remains outstanding as of the Closing Date. The Borrower will be permitted to borrow an additional $15 million before September 30, 2020 provided that the Borrower achieves certain revenue targets set forth in the Amended Credit Agreement. The Credit Facility will mature on July 29, 2024 (the “Maturity Date”).

~~Foamix’s~~ ~~shareholders approved, on an advisory, non-binding basis, the compensation that may be paid or become payable to Foamix’s named executive officers in connection with the Merger.~~1

Votes For		Votes Against		Abstentions		Broker Non-Votes
28,108,621		2,700,402		217,632		0

Interest Rate

~~Item~~As set forth in the Amended Credit Agreement, any outstanding principal amount of the loans accrue interest monthly at a rate equal to the sum of (i) 8.0125% ~~Other~~(subject ~~Events~~to increase in accordance with the terms of the Amended Credit Agreement) (the “Applicable Margin”) plus (ii) the greater of (x) the one-month LIBOR and (y) two and three-quarters percent (2.75%).

OnNo ~~February~~scheduled 6,repayments ~~2020,~~of ~~Foamix~~the ~~and~~principal ~~Menlo~~amount ~~issued~~outstanding under athe ~~joint~~Amended ~~press~~Credit ~~release entitled~~Agreement ~~“Foamix~~are ~~and~~required ~~Menlo~~to ~~Announce~~be ~~Shareholder~~made ~~Approval~~prior ofto ~~Proposed~~July ~~Merger~~2023.” AThereafter, ~~copy~~on ofeach payment date prior to the ~~Press~~scheduled Maturity ~~Release~~Date, the Borrower is ~~attached hereto~~required asto ~~Exhibit~~make ~~99.1~~a payment on the loans in an amount equal to one and isone ~~incorporated~~half ~~herein~~percent by(1.5%) ~~reference~~of the aggregate principal amount of the loans outstanding on July 29, 2023.

~~Foamix~~Representations, ~~and~~Warranties, ~~Menlo~~Covenants ~~expect~~and ~~the~~Events ~~Merger~~of ~~to close in early March 2020.~~Default

~~Important~~The ~~Additional~~Amended ~~Information~~Credit Agreement contains certain representations and ~~Where~~warranties, affirmative covenants, negative covenants, financial covenants, and conditions that are customarily required for similar financings. The negative covenants, among other things and subject to ~~Find~~certain Itexceptions contained in the Amended Credit Agreement, include limitations on the ability of each of Menlo, Foamix, the Borrower, and the Subsidiary Guarantors regarding incurring additional indebtedness, granting liens, entering into mergers or acquisitions, making investments, paying dividends and entering into transactions with affiliates. In addition, Menlo and its subsidiaries (including the Company) on a consolidated basis must (i) at all times maintain a minimum aggregate cash balance of $2.5 million and (ii) as of the last day of each fiscal quarter commencing on the fiscal quarter ending September 30, 2020, receive a minimum net revenue for the trailing 12-month period in amounts set forth in the Amended Credit Agreement, which range from $10.5 million for the fiscal quarter ending September 30, 2020 to $109.5 million for the fiscal quarter ending June 30, 2024.

OnThe ~~January~~Amended 6,Credit ~~2020,~~Agreement ~~Menlo~~also ~~filed~~contains acertain customary ~~Registration~~Events ~~Statement~~of onDefault ~~Form~~which ~~S-4~~include, ~~containing~~among aothers, ~~joint~~non-payment ~~proxy~~of ~~statement/prospectus~~principal, ofinterest, ~~Menlo~~or ~~and~~fees, ~~Foamix~~violation ~~and~~of ~~other~~covenants, ~~documents~~inaccuracy ~~concerning~~of ~~the~~representations ~~proposed merger with the Securities~~ and ~~Exchange~~warranties, ~~Commission~~bankruptcy ~~(the “SEC”). The registration statement has been declared effective by the SEC. Foamix mailed the definitive proxy statement/prospectus~~ and ainsolvency ~~proxy~~events, ~~card~~material ~~to each~~judgments, ~~stockholder~~cross-defaults ~~entitled~~ to ~~vote~~material ~~at the special meeting relating to the proposed merger. On January 28~~contracts, ~~2020, Menlo filed~~ ~~with~~certain ~~the SEC an amendment to the Registration Statement on Form S~~regulatory-4.related ~~Foamix~~events and ~~Menlo~~events ~~may~~constituting ~~also file other relevant documents with the SEC regarding the proposed merger. This communication is not~~ a ~~substitute~~Change ~~for~~of ~~the~~Control ~~joint~~(as ~~proxy~~defined ~~statement/prospectus or~~in ~~Registration Statement or any other document which Menlo or Foamix may file with~~ the ~~SEC.~~Amended ~~MENLO’S~~Credit AND FOAMIX’S RESPECTIVE STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED BY EACH OF MENLO AND FOAMIX WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE PROPOSED MERGERAgreement). ~~Security holders~~The ~~may~~occurrence ~~obtain~~of aan ~~free~~Event ~~copy~~ of ~~the~~Default ~~joint~~could ~~proxy~~result ~~statement/prospectus~~in, ~~and~~among other ~~documents~~things, ~~filed by Menlo and Foamix with~~ the ~~SEC~~declaration ~~at the~~that ~~SEC’s~~all ~~website~~outstanding atprincipal ~~www.sec.gov. Investors~~ and ~~stockholders will also be able to obtain a free copy of the joint proxy~~interest ~~statement/prospectus~~under ~~and other documents containing important information about Menlo and Foamix through~~ the ~~website maintained~~loans byare ~~the~~immediately ~~SEC~~due ~~at www.sec.gov. Menlo~~ and ~~Foamix~~payable ~~make available free of charge at www.menlotherapeutics.com and www.foamix.com, respectively (~~in ~~the~~whole ~~“ Investor Relations” section), copies of materials they file with,~~ or ~~furnish~~ ~~to,~~in ~~the SEC~~part.

~~Forward-Looking~~Other ~~Statements~~Related Matters

~~This~~The ~~communication~~foregoing ~~contains~~summary ~~forward-looking statements within the meaning~~ of the ~~federal~~Amended ~~securities~~Credit ~~law~~Agreement ~~that~~does ~~are subject to various risks and uncertainties that could cause our~~not ~~actual~~purport ~~results~~ to ~~differ~~be ~~materially~~complete ~~from those expressed or implied in such statements. Words such as “ anticipate,” “ expect,” “ project,” “ intend,” “ believe,”~~ and ~~words and~~is ~~terms~~qualified ~~of similar substance used~~ in ~~connection~~its ~~with~~entirety ~~any~~by ~~discussion~~reference ~~of future plans, actions or events identify forward-looking statements. Such factors include, but are not limited~~ to: ~~(i) conditions to~~ the ~~closing~~Amended ofCredit ~~the merger may not be satisfied; (ii) the merger may involve unexpected costs~~Agreement, liabilities or delays; (iii) the effect of the announcement of the merger on the ability of Menlo or Foamix to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Menlo or Foamix does business, or on Menlo’s or Foamix’s operating results and business generally; (iv) Menlo’s or Foamix’s respective businesses may suffer as a ~~result~~copy of ~~uncertainty surrounding~~which ~~the~~will ~~merger and disruption of management’s attention due to the merger; (v) the outcome of any legal proceedings related to the merger; (vi) Menlo or Foamix may~~ be ~~adversely affected by other economic, business, and/or~~filed competitive factors; (vii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (viii) risks that the merger disrupts current plans and operations and the potential difficulties in employee retention as aan ~~result~~exhibit ~~of the merger; (ix) the risk that Menlo or Foamix may be unable~~ to obtain governmental and regulatory approvals required for the transaction, or that required governmental and regulatory approvals may delay the transaction or result in the imposition of conditions that could reduce the anticipated benefits from the proposed transaction or cause the parties to abandon the proposed transaction; and (x) other risks to consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all. Additional factors that may affect the future results of Menlo ~~and Foamix are set forth in their respective filings with the SEC, including each of Menlo~~’s ~~or Foamix’s most recently filed Annual Report on Form 10- K, subsequent~~ Quarterly ~~Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. See in particular Item 1A of Part II of Menlo’s Quarterly~~ Report on Form 10-Q for the quarter ~~ended~~ending ~~September~~March 3031, ~~2019 under the heading “Risk Factors” and Item 1A of Part II of Foamix’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 under the heading “Risk Factors~~2020.” The risks and uncertainties described above and in Menlo’s most recent Quarterly Report on Form 10-Q and Foamix’s most recent Quarterly Report on Form 10-Q are not exclusive and further information concerning Menlo and Foamix and their respective businesses, including factors that potentially could materially affect its business, financial condition or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements. Readers should also carefully review the risk factors described in other documents that Menlo and Foamix file from time to time with the SEC. The forward-looking statements in this press release speak only as of the date of this press release. Except as required by law, Menlo and Foamix assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

~~Item~~The 9representations, warranties, and covenants contained in the Amended Credit Agreement and related documentation were made solely for purposes of such documents and as of specific dates, were made solely for the benefit of the parties to the applicable documents, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Amended Credit Agreement and such other documents instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to shareholders.01 ~~Financial~~The ~~Statements~~Company’s shareholders are not third-party beneficiaries under the foregoing agreements and ~~Exhibits~~should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Menlo, Foamix, the Borrower, or any of its Subsidiary Guarantors or other affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the documents, which subsequent information may or may not be fully reflected in the Company’s public disclosure.

~~(d)~~ ~~Exhibits~~2

Exhibit No.		Description
99.1		Press release entitled “Foamix and Menlo Announce Shareholder Approval of Proposed Merger,” dated February 6, 2020.

Item 2.01 Completion of Acquisition or Disposition of Assets

~~SIGNATURES~~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”).

~~Pursuant~~Upon tocompletion of the ~~requirements~~Merger, approximately 36.6 million shares of Menlo Common Stock were issued by Menlo as consideration in the ~~Securities~~Merger in respect of issued and outstanding Foamix ~~Exchange~~Shares. ~~Act~~No fractional share of ~~1934,~~Menlo ~~the~~Common ~~registrant~~Stock ~~has~~was ~~duly~~issued ~~caused~~in ~~this~~the ~~report~~Merger, toand beFoamix ~~signed~~shareholders onreceived ~~its~~cash ~~behalf~~in bylieu ~~the~~of fractional ~~undersigned~~shares, ~~hereunto~~as ~~duly~~specified ~~authorized~~in the Merger Agreement.

~~Date:~~Also, ~~February~~at 6the Effective Time, ~~2020~~each Foamix option and Foamix restricted stock unit award that was outstanding immediately prior to the Effective Time was assumed by Menlo. Each Foamix restricted stock unit award was converted into a restricted stock unit award relating to Menlo Common Stock (an “Adjusted RSU Award”) and has the same terms and conditions as applied to the Foamix restricted stock unit award immediately prior to the Effective Time. The Adjusted RSU Award will settle in the number of shares of Menlo Common Stock equal to the product obtained by multiplying (i) the number of Foamix Shares subject to the Foamix restricted stock unit award immediately prior to the Effective Time by (ii) the Exchange Ratio. Additionally, at the Effective Time, each Foamix option was converted into an option to purchase Menlo Common Stock (an “Adjusted Option”) with the same terms and conditions as applied to the Foamix option immediately prior to the Effective Time; however, the Adjusted Option covers a number of shares of Menlo Common Stock equal to the product of (i) the number of Foamix Shares subject to the Foamix option immediately prior to the Effective Time and (ii) the Exchange Ratio, and has an exercise price per share equal to the quotient of (i) the exercise price per Foamix Share subject to such Foamix option immediately prior to the Effective Time divided by (ii) the Exchange Ratio. All Foamix warrants outstanding immediately prior to the Effective Time were converted into warrants to purchase shares of Menlo Common Stock.

~~FOAMIX~~CSR ~~PHARMACEUTICALS LTD. By: /s/ Mutya Harsch Mutya Harsch Chief Legal Officer~~Agreement

Pursuant to the CSR Agreement, each CSR will become convertible upon the occurrence of the following triggering events (and upon certain triggering events will entitle its holder to receive from Menlo a number of shares of Menlo Common Stock).

(A)

If the top-line primary endpoint results of one or both of the Phase III double-blinded, placebo-controlled trials for the treatment of pruritus associated with prurigo nodularis, referenced by Protocol Numbers MTI-105 (United States) and MTI-106 (Europe) (each, a “Phase III PN Trial”) (the “Efficacy Determination”) reports that Serlopitant Significance (as defined in the Merger Agreement) was achieved in both Phase III PN Trials on or before May 31, 2020, then each CSR will be terminated and the holders thereof will not be entitled to additional shares of Menlo Common Stock;

(B)

If the Efficacy Determination reports that (1) Serlopitant Significance was achieved in only one Phase III PN Trial on or before May 31, 2020 and (2) Serlopitant Significance was not achieved or has not been determined on or before May 31, 2020 in the other Phase III PN Trial, then each CSR will be converted into 0.6815 shares of Menlo Common Stock, resulting in an effective exchange ratio in the Merger of 1.2739 shares of Menlo Common Stock for each Foamix Share (as defined below); and

(C)

If the Efficacy Determination reports that Serlopitant Significance was not achieved in both Phase III PN Trials or the Efficacy Determination has not been delivered on or before May 31, 2020, then each CSR will be converted into 1.2082 shares of Menlo common stock, resulting in an effective exchange ratio in the Merger of 1.8006 shares of Menlo Common Stock for each Foamix Share.

No fractional shares of Menlo Common Stock will be issued upon the conversion of the CSRs, and Foamix shareholders will receive cash in lieu of fractional shares, as specified in the CSR Agreement.

If the CSRs become convertible, each person holding a Foamix restricted stock unit award immediately prior to closing will get additional Menlo restricted stock unit awards based on the additional shares that each ordinary Foamix Share will get upon conversion of a CSR. Similarly, if the CSRs become convertible, then the Menlo Board will make equitable adjustments to the exercise price per share of and the number of shares of Menlo Common Stock that are subject to Adjusted Options. Each Foamix warrant that will be assumed by Menlo in connection with the Merger will become exercisable for one CSR for each Foamix Shares that the holder of such Foamix warrant would have been entitled to receive had such Foamix warrants been exercised prior to the Effective Time.

The CSRs are not transferable except under certain limited circumstances, will not be evidenced by a certificate or other instruments and will not be registered or listed for trading. The CSRs will not have any voting or dividend rights and will not represent any equity or ownership interest in Menlo, Foamix or any of their affiliates.

The foregoing description of the Merger Agreement and related transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to Foamix’s Current Report on Form 8-K, filed with the SEC on November 12, 2019, and its amendment, a copy of which is filed as Exhibit 2.1 to Foamix’s Current Report on Form 8-K, filed with the SEC on December 4, 2019, both incorporated herein by reference. All capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Merger Agreement and amendment.

The information set forth in the Introductory Note and Item 3.01 of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Trading of the Foamix Shares on Nasdaq was suspended as of the close of trading on March 6, 2020. On March 9, 2020, (i) the Company notified Nasdaq of its intent to remove the Foamix Shares from listing on Nasdaq, and (ii) Nasdaq filed with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act, on Form 25 to delist and deregister the Foamix Shares. The delisting will become effective ten days after the filing of the Form 25. The Company also intends to file with the SEC a certification on Form 15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requesting deregistration of the Shares and the suspension of the Company’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act and deregistration of its Shares under Section 12(g) of the Exchange Act. The aforementioned actions to deregister Foamix Shares and to delist Foamix Shares from Nasdaq were authorized by the Board of Directors of the Company on November 10, 2019.

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 3.01 by reference.

Item 3.03. Material Modification to Rights of Security Holders.

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.

Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each Foamix Share was converted into the right to receive the Merger Consideration.

Item 5.01. Changes in Control of Registrant.

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.

As a result of the Merger, a change in control of Foamix occurred, and Foamix is now a wholly-owned subsidiary of Menlo.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

Resignations of Executive Officers and Directors

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.

Appointment of Directors

In accordance with the Merger Agreement, on March 9, 2020, effective immediately after the Effective Time, Ilan Hadar and Mutya Harsch, each an executive officer of Menlo, were appointed to the Board as directors.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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. A copy of the Articles of Association is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events

Tax Rulings

Under applicable tax laws of Israel, any consideration to Foamix's shareholders and beneficiaries of equity-based compensation is subject to withholding tax obligations.

On March 5, 2020, Foamix obtained a ruling from the Israeli tax authority under which all shareholders, registered and others, other than shareholders and beneficiaries of equity-based compensation that beneficially own 5% or more of Foamix’s share capital shall be exempt from any Israeli tax withholding with no further action required from them. The consideration to the owners of equity based compensation shall be governed by a separate customary tax ruling.

On March 8, 2020, Foamix obtained a ruling from the Israeli tax authority under which all non-Israeli equity award holders shall be exempt from any Israeli tax withholding on their consideration subject to the completion of a tax declaration form, as provided in the tax ruling.

On March 9, 2020, Foamix obtained a ruling from the Israeli tax authority under which two shareholders that beneficially own more than 5% of Foamix’s share capital, shall be exempt from any Israeli tax withholding on their consideration.

Press Release

On March 9, 2020, Menlo issued a press release announcing the completion of the Merger. A copy of the press release announcing the completion of the Merger is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Articles of Association of Foamix Pharmaceuticals Ltd.
99.1		Press release, dated March 9, 2020

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FOAMIX PHARMACEUTICALS LTD.

Date: March 9, 2020	By:	/s/ Mutya Harsch
		Mutya Harsch
		Chief Legal Officer and General Counsel

Filing Compare · Foamix Pharmaceuticals Ltd.