The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any
state or other jurisdiction where the offer or sale is not permitted.
Subject to completion, dated January 9, 2018
Prospectus
6,920,714 Shares
COMMON STOCK
This prospectus
relates to the resale, from time to time, of up to 6,920,714 shares of our common stock, $0.001 par value per share (the Common Stock), by the selling stockholders identified in this prospectus under
Selling
Stockholders
(the Selling Stockholders). Our shares of Common Stock covered by this prospectus (the Covered Shares) include 3,127,846 shares of Common Stock issued by us to the Selling Stockholders and up to
3,792,868 shares of Common Stock issuable by us to the Selling Stockholders upon the exercise of, or otherwise pursuant to, common stock purchase warrants that we issued to the Selling Stockholders (the Deerfield Warrants), in each case
consistent with the Commitment Letter (the Deerfield Commitment Letter) and pursuant to the Securities Purchase Agreement (the Securities Purchase Agreement) and the Facility Agreement (Facility Agreement), each
dated January 5, 2018, between us and an affiliate of Deerfield Management Company, L.P., as more fully described in this prospectus under
Shares and Warrants
. The number of shares of Common Stock issuable upon exercise of
the Deerfield Warrants (and, accordingly, the number of Covered Shares) is subject to adjustment in accordance with the terms of the Deerfield Warrants. We are registering the offer and sale of the Covered Shares to satisfy registration rights we
have granted to Deerfield Private Design Fund IV, L.P., Deerfield Private Design Fund III, L.P. and Deerfield Special Situations Fund, L.P. (which we sometimes refer to collectively as Deerfield or the Deerfield Funds)
pursuant to the terms of the Registration Rights Agreement, dated January 5, 2018, (the Registration Rights Agreement) as more fully described in this prospectus under
Shares and Warrants
.
The Selling Stockholders, and any donees, pledgees, distributees, transferees or other successors-in-interest selling the Covered Shares or
interests in the Covered Shares received after the date of this prospectus from the Selling Stockholders as a gift, pledge, partnership distribution or other permitted transfer, may from time to time sell, transfer or otherwise dispose of any or all
of the Covered Shares through public or private transactions (i) at fixed prices, (ii) at prevailing market prices at the time of sale (or prices related to such prevailing market prices), (iii) at privately negotiated prices, and/or
(iv) at varying prices determined at the time of sale.
We are not selling any Common Stock under this prospectus, and will not receive
any proceeds from the sale of the Covered Shares by the Selling Stockholders pursuant to this prospectus or any accompanying prospectus supplement. Upon any exercise of a Deerfield Warrant by payment of cash, however, we will receive the exercise
price for the portion of the Deerfield Warrant being exercised.
The Common Stock is listed on the Nasdaq Global Market under the symbol
MLNT. On January 8, 2018, the last reported sale price of our Common Stock on the Nasdaq Global Market was $16.95 per share.
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire
prospectus and any amendments or supplements carefully before you make your own investment decision.
Investing in
the Common Stock involves risks. See
Risk Factors
beginning on page 10 of this prospectus and any other risk factors included in any accompanying prospectus supplement and in the documents
incorporated by reference in this prospectus or any prospectus supplement for a discussion of the factors you should carefully consider before deciding to purchase the Common Stock
.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is accurate, truthful or complete. Any representation to the contrary is a criminal offense.
You should
rely only on the information contained in this prospectus or any prospectus supplement or amendment. Neither we nor the Selling Stockholders have authorized anyone to provide you with different information. The Selling Stockholders are not making an
offer of the Covered Shares in any jurisdiction where such offer is not permitted.
The date of
this prospectus is January , 2018