Item 1.01. Entry into a Material Definitive Agreement.

On June 4, 2020, Menlo Therapeutics Inc. ("Menlo" or the "Company") entered into an underwriting agreement (the "Underwriting Agreement") among Menlo, Cowen and Company, LLC and Piper Sandler & Co., as representatives of the several underwriters named in Schedule I thereto (collectively, the "Underwriters"), relating to an offering of an aggregate of 27,050,000 shares of common stock (the "Firm Shares") of the Company, par value $0.0001 per share. The offering price to the public is $1.850 per Firm Share. Pursuant to the Underwriting Agreement, the Company granted the Underwriters an option for 30 days to purchase up to an additional 4,057,500 shares of common stock (the "Option Shares", together with the Firm Shares, the "Shares"), which the Underwriters exercised in full on June 5, 2020. Closing for the sale of the Shares occurred on June 9, 2020. The Company estimates that the net proceeds to the Company will be approximately $53.6 million after deduction of the estimated underwriting discounts and commissions and the estimated offering expenses payable by the Company.

The Shares are being sold pursuant to a prospectus supplement, dated June 4, 2020, and related prospectus, dated February 12, 2019, each filed with the U.S. Securities and Exchange Commission, relating to the Company's registration statement on Form S-3 (File No. 333-229482).

A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement. In connection with the filing of the Underwriting Agreement, the Company is filing the opinion of its counsel, Skadden, Arps, Slate, Meagher & Flom LLP, as Exhibit 5.1 hereto.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits

The following exhibits are filed herewith:





Exhibit No.   Description

  1.1           Underwriting Agreement, dated June 4, 2020, among Menlo
              Therapeutics Inc., Cowen and Company, LLC and Piper Sandler & Co., as
              representatives of the several underwriters named in Schedule I
              thereto

  5.1           Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

  23.1          Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
              Exhibit 5.1)

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