NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the “Special Meeting”) of Brickell Biotech,Fresh Tracks Therapeutics, Inc., a Delaware corporation (the “Company”), will be held at 10:00 a.m. Mountain time, on June 30, 2022,November 16, 2023. The Special Meeting will be held virtually via live webcast at 10 a.m. (Mountain Time) at the offices of Brickell Biotech, Inc., 5777 Central Avenue, Suite 102, Boulder, Colorado 80301 (the “Special Meeting”),www.virtualshareholdermeeting.com/FRTX2023SM, which you can access using your 16-digit control number located on your proxy card or voting instruction form, for the following purposes:

The foregoing items of business are more fully described in the proxy statement accompanying this Notice.

We intend to mail thisour proxy statement and the proxy cardmaterials commencing on or about June 10, 2022.October 20, 2023. We will pay for the cost of soliciting proxies to vote at the Special Meeting.

The following proposals are scheduled for a vote at the Special Meeting:

The Company’s Board of Directors recommends that you vote “FOR” Proposals 1 and 3. The Board did not provide a voting recommendation2.

Stockholders of record at the close of business on Proposal 2.October 17, 2023 (the “Record Date”) will be entitled to vote at the Special Meeting. On the Record Date, there were 5,973,306 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), outstanding and entitled to vote.

If at the close of business on the Record Date, your shares were registered directly in your name with the Company’s transfer agent, then you are a stockholder of record.

If at the close of business on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and the proxy materials are being forwarded to you by that organization.name.” The organization holding your account is considered the stockholder of record, for purposes of voting at the Special Meeting. Asand as a beneficial owner, you have the right to direct that organization on how to vote the shares in your account.account and are also invited to attend the Special Meeting.

If you are a stockholder of record, youYou may vote in person at the Special Meeting by attending the virtual Special Meeting at www.virtualshareholdermeeting.com/FRTX2023SM and following the instructions posted there. Please have your 16-digit control number from your proxy card or voting instruction form to join the Special Meeting. We will give you a ballot when you arrive.

If you do not wish to vote in personat the Special Meeting or you will not be attending the Special Meeting, you may vote by proxy. You may vote by proxy over the telephone, on the Internet, or using a proxy card that you may request or that we may elect to deliver at a later time.voting instruction form.

The procedures for voting by proxyprior to the Special Meeting are as follows:

If you vote by proxy,your shares prior to the Special Meeting, your vote must be received by 11:59 p.m. Eastern Time on June 29, 2022,November 15, 2023, to be counted.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at least one-third (1/3) of the outstanding shares of Common Stock and Preferred Stock entitled to vote are present in person or represented by proxy at the Special Meeting. Abstentions and broker non-votes will be treated as votesshares present for purposes of determining the presence of a quorum. At the close of business on the Record Date, there were 5,973,306 shares outstanding and entitled to vote. Therefore, 1,991,102 shares must be present at the Special Meeting or represented by proxy to have a quorum. If there is no quorum, a majority of the stockholdersvotes present at the Special Meeting or represented by proxy and entitled to vote may adjourn the Special Meeting to another date.

The following sets forth the votes that are required to approve each of the proposals, and the impact of abstentions and broker non-votes:

Votes will be counted by the inspector of election appointed for the meeting, who will separately count votes “For” and “Against,” abstentions and, if applicable, broker non-votes. Abstentions will be counted toward the vote total for each proposal and will have the same effect as “Against” votes. A “broker non-vote” occurs when a stockholder of record, such as a broker, holding shares for a beneficial owner does not vote on a particular item because the stockholder of record does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

If you received more than one proxy card or voting instruction form, your shares are registered in more than one name or are registered in different accounts. You will want to vote pursuant to all of these proxy cards and/or voting instruction forms in order to ensure all the shares you own are actually voted in the manner you want. As such, please follow the voting instructions included in each proxy card and voting instruction form to ensure that all of your shares are voted.

If you return a signed and dated proxy card or voting instruction form without marking any voting selections, your shares will be voted “FOR” each of Proposals 1 and 2.

We will pay all of the costs of soliciting these proxies. Our officers, directors,director, employees, consultants, agents and representatives may solicit proxies in person or by telephone, mailings, fax, email or other means. We will pay theseour officers, directors,director, employees, consultants, agents and representatives no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses. We have engaged D.F. King & Co., Inc. (“D.F. King”) to assist us in soliciting proxies for the Special Meeting. We will pay D.F. King a base fee of $17,500, plus reasonable out-of-pocket expenses, plus an additional fee based upon the number of contacts with stockholders made and work performed. We estimate the total amount payable to D.F. King will be approximately $30,000.$73,000.

Yes. You can revoke your proxy or voting instructions at any time before the final voteit is voted at the Special Meeting. You may revoke your proxy or voting instructions in any one of three ways:

To be eligible for inclusion inWe do not intend to hold future annual meetings of stockholders, including the proxy materials for the 2023 or 2024 Annual Meeting of Stockholders, (the “2023 Annual Meeting”), a stockholder proposal must be received by our Corporate Secretary by November 22, 2022. Stockholder proposals should be addressed to Brickell Biotech, Inc., Attn: Corporate Secretary, 5777 Central Avenue, Suite 102, Boulder, CO 80301. Such proposals need to comply withif the U.S. Securities and Exchange Commission (“SEC”) regulations regarding the inclusionPlan of stockholder proposals in our sponsored proxy materials.Dissolution is approved.

The Board carefully reviewed and considered the per share market pricePlan of Dissolution in light of the financial position of the Company, including its available cash, resources and operations following and in light of the outcome of our Common Stock to meetpreviously announced extensive review and pursuit of strategic alternatives. After due consideration of the minimum per share bid price requirements for continued listing on The Nasdaq Capital Market. We believe that if the Reverse Stock Split proposal is not approved by our stockholders, it is likely that our Common Stock will be delisted from The Nasdaq Capital Market.

The Plan of Dissolution provides an outline of the steps for the Dissolution you will be required to either implement or abandonvoting on under the Reverse Stock Split and the BoardDelaware General Corporation Law (the “DGCL”). The Plan of Directors may effect and implement the Reverse Stock Split at any time prior to the 2023 Annual Meeting.

If the Dissolution is approved by our stockholders, our Board will have the sole discretion to determine if and when (following stockholder approval) to proceed with the Dissolution. If the Board decides to proceed with the Dissolution, we will liquidate any remaining assets, satisfy, or make reasonable provisions for our remaining obligations, and make cash distributions to the stockholders of June 9, 2022, there were 119,415,857 sharesavailable proceeds, if any. The Board intends to seek to distribute funds to our stockholders expeditiously, as permitted by the DGCL and the Plan of Dissolution and intends to take all reasonable actions to optimize the distributable value to our stockholders.

If our Board determines that the Dissolution is not in the Company’s best interests or the best interests of our Common Stock issued and outstanding. Based on such numberstockholders, our Board may direct that the Dissolution be abandoned, or may amend or modify the Plan of sharesDissolution to the extent permitted by the DGCL without the necessity of our Common Stock issued and outstanding, immediately followingfurther stockholder approval. After the effectivenessCertificate of Dissolution has been filed, revocation of the Reverse Stock Split, we will have, dependingDissolution would require stockholder approval under the DGCL.

The Company cannot predict with certainty the amount of distributions, if any, to our stockholders. However, based on the Reverse Stock Split ratio selected byinformation currently available to us and, assuming our Boardstockholders approve the Dissolution at the Special Meeting, we estimate that the aggregate amount of Directors, issued and outstanding shares of stock as illustrated by the table under the caption “Effects of the Reverse Stock Split – Effect on Shares of Common Stock.”

No fractional sharesYou may receive substantially less than the amount that we currently estimate that you may receive. Such distributions, if any, will not occur until after the Certificate of Dissolution is filed, and we cannot predict the timing or amount of any such distributions, as uncertainties as to the ultimate amount of our Common Stock wouldliabilities, the operating costs and amounts to be issuedreserved for claims, obligations and provisions during the liquidation and winding-up process, and the related timing to complete such transactions make it impossible to predict with certainty the actual net cash amount, if any, that will ultimately be available for distribution to stockholders or the timing of any such distributions. Accordingly, you will not know the exact timing or amount of any distribution you may receive as a result of the Reverse Stock Split. Instead,Plan of Dissolution when you vote on the proposal to approve the Dissolution and the Plan of Dissolution.

Although we cannot predict the timing or amount of any such distributions, to the extent funds are available for distribution to stockholders, who would have beenthe Board intends to seek to distribute such funds to our stockholders expeditiously, as permitted by the DGCL and the Plan of Dissolution, and intends to take all reasonable actions deemed advisable by the Board to optimize the distributable value to our stockholders. See the section entitled to receive fractional shares as a result“Proposal 1 — Approval of the ReverseDissolution Pursuant to the Plan of Dissolution — Estimated Distributions to Stockholders” in this proxy statement for a description of the assumptions underlying and sensitivities of our estimate of the total cash distributions to our stockholders in the Dissolution.

On October 10, 2023, we received a notice (the “Delisting Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Split would receive cash payments in lieu of such fractional shares. Each holder ofMarket LLC (“Nasdaq”) informing the Company that the Staff, pursuant to Nasdaq Listing Rule Series 5100, had determined to apply more stringent criteria and delist our Common Stock. Accordingly, if we had not timely requested on or before October 17, 2023 an appeal through a hearing before a

Nasdaq Hearings Panel (the “Panel”), our Common Stock would holdhave been scheduled for delisting and suspended at the same percentageopening of business on October 19, 2023. Our hearing before the Panel is scheduled for December 21, 2023. The suspension and delisting action is currently stayed by Nasdaq Staff pending the Panel’s decision.

The Delisting Notice stated in part as follows, “In a Form 8-K dated September 19, 2023, the Company announced that the board of directors approved a plan of liquidation and dissolution (the “Plan of Liquidation”), subject to the approval of stockholders. In connection with the Plan of Liquidation, effective October 2, 2023, the Company discontinued all clinical and preclinical development programs and terminated most of its employees, except for certain employees, consultants, and advisors who will supervise or facilitate the dissolution and wind down of the outstanding Common Stock immediately followingCompany. In view of the Reverse Stock Split as that stockholder did immediately prior to the Reverse Stock Split, except to the extentforegoing, Staff believes that the Reverse Stock Split resultsCompany no longer has an operating business, and as a result, has determined that the Company is a public shell.”

As previously disclosed in stockholders receiving cash in lieu of fractional shares. The par value of our Common Stock would continue to be $0.01 per share (see “Effects ofa Current Report on Form 8-K filed on April 27, 2023 with the Reverse Stock Split – Reduction in Stated Capital”Securities and Exchange Commission (“SEC”).

In a Current Report on Form 8-K filed on September 19, 2023, we further disclosed that, in connection with the Plan of Dissolution, each of the then-current members of the Board, Reginald L. Hardy, Gary A. Lyons, and Vijay B. Samant, would resign from the Board, effective October 2, 2023, and Mr. Marchio, an officer of the Company, would be appointed as the sole director, and new Chief Executive Officer, of the Company on such date. As a result, the Staff determined that we no longer comply with Nasdaq’s majority independent board, independent audit committee and independent compensation committee requirements under Nasdaq Listing Rules 5605(b)(1), 5605(c)(2), and 5605(d)(2), respectively, and that these serve as separate and additional bases for delisting. Our hearing request also resulted in a stay of the suspension and delisting action relating to this determination.

There can be no assurance as to when our Common Stock will be delisted from Nasdaq. If our Common Stock is delisted from Nasdaq prior to the effective date of the Dissolution, we do not expect that it would be eligible for quotation or listing on another national securities exchange, and therefore as required by Nasdaq, we proactively notified Nasdaqtrading of our intentCommon Stock could be conducted only in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the OTC Pink. In such event, it could become more difficult for stockholders to curedispose of, or obtain accurate price quotations for, our Common Stock, which could cause the deficiency and requested an additional 180 calendar day period to regain compliance with the Rule.

Regardless of the foregoing, if the Dissolution is at least $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation that we have achieved complianceapproved by our stockholders and if the Board proceeds with the Rule, unless Nasdaq exercises its discretion to extend this 10-day period pursuant to Nasdaq Listing Rule 5810(c)(3). As of June 9, 2022 and during eachDissolution, we will close our stock transfer books at the effective time of the preceding nine trading days,Certificate of Dissolution (the “Effective Time”). After the closing bid price forEffective Time, we will not record any further transfers of our Common Stock, on The Nasdaq Capital Market was below $1.00 per share. We doexcept in our sole discretion pursuant to the provisions of a deceased stockholder’s will, intestate succession, or operation of law, and we will not anticipate thatissue any new stock certificates, other than replacement certificates. In addition, after the Effective Time, we will not issue any shares of our Common Stock upon exercise of outstanding options, warrants, or restricted stock units. As a result of the closing bid price forof our stock transfer books, it is anticipated that distributions, if any, made in connection with the Dissolution will likely be made to the same

stockholders of record as the stockholders of record as of the Effective Time, and it is anticipated that no further transfers of record ownership of our Common Stock will become compliantoccur after the Effective Time.

Additionally, whether or not the Dissolution is approved, we will have an obligation to continue to comply with the Rule priorapplicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) until we have exited such reporting requirements. The Company plans to initiate steps promptly to exit from certain reporting requirements under the Exchange Act.

If the Dissolution is approved and so strongly encourage youimplemented, a stockholder that is a U.S. person generally will recognize gain or loss on a share-by-share basis equal to votethe difference between (1) the sum of the amount of cash and the fair market value of property, if any, distributed to the stockholder with respect to each share, less any known liabilities assumed by the stockholder or to which the distributed property (if any) is subject, and (2) the stockholder’s adjusted tax basis in favoreach share of our Common Stock. You are urged to read the section entitled “Proposal 1 — Approval of the Dissolution Pursuant to the Plan of Dissolution — Certain Material U.S. Federal Income Tax Consequences of the Proposed Dissolution” in this Proposal 1proxy statement for a summary of certain material U.S. federal income tax consequences of the Dissolution, including the ownership of an interest in a liquidating trust, if any.

If the Certificate of Dissolution is filed with the Secretary of State of Delaware (the “Secretary of State”), the Common Stock (if not previously delisted and deregistered) will be delisted from Nasdaq and deregistered under the Exchange Act. From and after the Effective Time, and subject to applicable law, each holder of shares of our Common Stock shall cease to have any rights in respect of that stock, except the right to receive distributions, if any, pursuant to and in accordance with the Plan of Dissolution and the DGCL. After the Effective Time, our stock transfer records shall be closed, and we will not be able to be demonstrated to Nasdaq’s satisfaction by June 13, 2022, the Company expects that Nasdaq will provide written notification that the Company’srecord or recognize any transfer of Common Stock occurring after the Effective Time, except, in our sole discretion, such transfers occurring by will, be delisted. At that time,intestate succession or operation of law as to which we have received adequate written notice. Under the Company intends to appeal Nasdaq’s delisting determination to a Nasdaq Hearings Panel.DGCL, no stockholder or beneficial owner shall have any appraisal rights in connection with the Dissolution.

This proxy statement contains forward-looking statements that involve substantial risks and uncertainties for May 3, 2022, and further adjourned to and reconvened on May 17, 2022. At such reconvened meeting, although we received the affirmative vote of more than a majoritypurposes of the shares presentsafe harbor provided by the Private Securities Litigation Reform Act of 1995. All statements contained in personthis proxy statement other than statements of historical fact, including statements relating to future financial, business, conditions, plans, prospects, impacts, shifts, trends, progress, or by proxy, there were not sufficient votesstrategies and other such matters, including without limitation, the proposed Dissolution pursuant to the Plan of Dissolution, the timing of filing of the Certificate of Dissolution, the timing of holding the Special Meeting to approve the reverse stock split proposal becauseDissolution and the Plan of Dissolution, the voting standardamount and timing of approval by a majorityliquidating distributions, if any, to our stockholders, the amount of outstanding shares. In orderreserves, the plans and expectations related to attemptthe delisting from Nasdaq and deregistration under the Exchange Act, the plans and expectations related to procure the voteemployees, consultants and other parties necessary to effect the Reverse Stock Split,Dissolution, beliefs about our financial condition, all statements regarding the tax and accounting consequences of the transactions contemplated by the Dissolution and similar statements are forward-looking statements. The words “may,” “could,” “should,” “might,” “delist,” “timely,” “promptly,” “suspend,” “stay,” “expeditiously,” “quickly,” “approve,” “dissolution,” “show,” “maximize,” “advise,” “continue,” “additional,” “range,” “announce,” “anticipate,” “reflect,” “believe,” “estimate,” “expect,” “intend,” “plan,” “file,” “make,” “attempt,” “distribute,” “discontinue,” “dissolve,” “wind down,” “best interests,” “predict,” “potential,” “will,” “evaluate,” “provide,” and similar expressions and their variants, are intended to identify forward-looking statements. Such statements are based on May 25, 2022, we issued one sharemanagement’s current expectations and involve risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors.

We caution that these forward-looking statements are subject to numerous assumptions, risks, and uncertainties, which change over time, often quickly, and in unanticipated ways. Important factors that may cause actual results to differ materially from the results discussed in the forward-looking statements or historical experience include the availability, timing and amount of liquidating distributions being different than expected; the amounts that will need to be set aside as reserves by the Company being higher or lower than anticipated; the possible inadequacy of such reserves to satisfy our obligations; potential unknown and/or future contingencies or liabilities, including but not limited to stockholder or other litigation, and our potential inability to favorably resolve them or at all; the amount of proceeds that might be realized from the sale or other disposition of any of our Preferred Stock. The termsremaining assets and intellectual property; the application of, and any changes in, applicable tax and other laws, regulations, administrative practices, principles and interpretations; the incurrence by the Company of expenses relating to the Dissolution being different than estimated; the ability of the Preferred Stock are set forth in a Certificate of Designation of Series A Preferred Stock (the “Certificate of Designation”), filed with the Secretary of StateBoard to abandon, modify or delay implementation of the State of Delaware, and effective on May 25, 2022. The Preferred Stock does not have any voting rights except with respect to a reverse stock split proposal, including the Reverse Stock Split proposal presented at the Special Meeting, or otherwise as required by law. With respect to the Reverse Stock Split proposal, the outstanding share of Preferred Stock is entitled to 80 million votes on such proposal, which is referred to as supermajority voting; however the votes by the holder of Preferred Stock will be counted in the same “mirrored” proportion as the aggregate votes cast by the holders of Common Stock who vote on this proposal. For example, if 50.5% of the shares of Common Stock voted in person or by proxy at the Special Meeting are voted FOR Proposal 1, then the Company will count 50.5% of the votes cast (or 40.4 million votes) by the holder of the Preferred Stock as votes FOR Proposal 1. Holders of Common Stock and Preferred Stock will vote on the Reverse Stock Split proposal as a single class.

Further information on the factors and risks that could cause actual results to differ from any forward-looking statements are contained in our Common Stock.filings with the Securities and Exchange Commission (the “SEC”), which are available at https://www.sec.gov (or at https://www.frtx.com). Readers are cautioned that these forward-looking statements and other statements contained in this proxy statement regarding matters that are not historical facts are only estimates or predictions and should not place undue reliance upon the forward-looking statements, which speak only as of the date of this proxy statement. We specifically disclaim any duty or obligation to update forward-looking statements.

The following risk factors, together with the other information in this proxy statement and in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 and in Part II, Item 1A, “Risk Factors” in our subsequent Quarterly Reports on Form 10-Q, should be carefully considered before deciding whether to vote to approve the Dissolution Proposal as described in this proxy statement. In addition, stockholders should keep in mind that the decreaserisks described below are not the only risks that are relevant to your voting decision. The risks described below are the risks that we currently believe are the material risks of which our stockholders should be aware. Nonetheless, additional risks that are not presently known to us, or that we currently believe are not material, may also prove to be important. Notably, we caution that trading in our securities is highly speculative and poses substantial risks.

Trading prices for our securities may bear little or no relationship to the number of sharesactual value realized, if any, by holders of our outstanding Common Stock because of the Reverse Stock Split, and the anticipated increase in the price per share, would possibly promote greater liquidity for our stockholderssecurities. Accordingly, we urge extreme caution with respect to their shares.existing and future investments in our securities.

Our current intention is that, if the Dissolution Proposal is approved by our stockholders, the Certificate of Dissolution would be filed promptly after such approval; however, the Board would retain the discretion to determine not to proceed with the Dissolution in its sole discretion and, if it does proceed with the Dissolution, would have discretion as to the timing of the filing of the Certificate of Dissolution. No further stockholder approval would be required to effect the Dissolution. However, liquidityif the Board determines that the Dissolution is not in our best interest or in the best interest of our stockholders, the Board may, be adversely affectedin its sole discretion, abandon the Dissolution or may amend or modify the Plan of Dissolution to the extent permitted by the reducedDGCL without the necessity of further stockholder approval. After the Certificate of Dissolution has been filed, revocation of the Dissolution would require further stockholder approval under the DGCL.

We believecannot predict with certainty the Reverse Stock Split is the most likely way to support the price of our Common Stock in reaching the minimum bid level required by The Nasdaq Capital Market, although effecting the Reverse Stock Split cannot guarantee that we would be in compliance with the minimum bid price requirement for even the minimum ten-day trading period. Further, even if the Reverse Stock Split proposal is approved and the Reverse Stock Split is effected, such events will occur after the June 13, 2022 compliance date. In addition, the Reverse Stock Split cannot guarantee we would be in compliance with the other criteria required to maintain our listing on The Nasdaq Capital Market.