BIOPHARMX CORPORATION (NYSEMKT:BPMX) Files An 8-K Entry into a Material Definitive Agreement

BIOPHARMX CORPORATION (NYSEMKT:BPMX) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01Entry into a Material Definitive Agreement

On April 26, 2017,BioPharmX Corporation (the Company) entered
into a Securities Purchase Agreement (the Purchase Agreement)
with certain existing institutional investors(the Purchasers), to
which the Company will sell to the Purchasers an aggregate of
6,410,258 shares (the Shares) of common stock, par value $0.001
per share (the Common Stock)at a price of $0.78 per share and
warrants to purchase up to 3,205,129 shares of Common Stock (the
Warrants) with an exercise price of $0.90 per share in a
registered direct offering (the Offering). Subject to certain
ownership limitations, the Warrants will be initially exercisable
commencing six months from the issuance date at an exercise price
equal to $0.90 per share of Common Stock, subject to adjustments
as provided under the terms of the Warrants. The Warrants are
exercisable for five years from the initial exercise date.The
closing of the offering is expected to occur on or about April
28, 2017, subject to the satisfaction of certain customary
closing conditions.

The net proceeds to the Company from the transactions, after
deducting the placement agents fees and expenses (not including
the Roth Warrants, as defined below), the Companys estimated
offering expenses, and excluding the proceeds, if any, from the
exercise of the Warrants, are expected to be approximately
$4.5million.The Company intends to use the net proceeds to
advance the Companys dermatology focused drug delivery and
clinical programs, including advancing the Companys lead product
BPX-01, and for working capital and other general corporate

The Shares,Warrants,Roth Warrants, and shares issuable upon
exercise of the Warrants and Roth Warrants (the Warrant Shares)
were offered and sold by the Company to an effective shelf
registration statement on FormS-3 (File No.333-209026), which was
filed with the Securities and Exchange Commission (the SEC) on
January19, 2016 and subsequently declared effective on February4,
2016, and a related prospectus. A prospectus supplement relating
to the offering will be filed with the SEC.

The representations, warranties and covenants contained in the
Purchase Agreement were made solely for the benefit of the
parties to the Purchase Agreement and Roth. In addition, such
representations, warranties and covenants (i)are intended as a
way of allocating the risk between the parties to the Purchase
Agreement and not as statements of fact, and (ii)may apply
standards of materiality in a way that is different from what may
be viewed as material by stockholders of, or other investors in,
the Company. Accordingly, the Purchase Agreement is filed with
this report only to provide investors with information regarding
the terms of transaction, and not to provide investors with any
other factual information regarding the Company. Stockholders
should not rely on the representations, warranties and covenants
or any descriptions thereof as characterizations of the actual
state of facts or condition of the Company. Moreover, information
concerning the subject matter of the representations and
warranties may change after the date of the Purchase Agreement,
which subsequent information may or may not be fully reflected in
public disclosures.

The Company also entered into an engagement letter (the
Engagement Letter) on April 26, 2017 with Roth Capital Partners,
LLC (Roth), to which Roth agreed to serve as exclusive placement
agent for the issuance and sale of the Shares and Warrants. The
Company has agreed to pay Roth an aggregate fee equal to 7% of
the gross proceeds received by the Company from the sale of the
securities in the transaction. to the Engagement Letter, the
Company also agreed to grant to Rothor its designees warrants to
purchase up to160,256 shares representing 2.5% of the aggregate
number of shares of Common Stock placed in the transactions (the
Roth Warrants). The Roth Warrants have substantially the same
terms as the Warrants. The Company will also pay Roth a
reimbursement for legal fees and expenses in an amount not to
exceed $50,000.

The forms of the Purchase Agreement and the Warrant, as well as
the Engagement Letter, are filed as Exhibits 10.1, 4.1 and 10.2,
respectively, to this Current Report on Form8-K. The foregoing
summaries of the terms of these documents are subject to, and
qualified in their entirety by, such documents, which are
incorporated herein by reference.

Item7.01Regulation FD Disclosure

On April 26, 2017, the Company issued a press release regarding
the transactions described above under Item1.01 of this Current
Report on Form8-K.A copy of the press release is attached
hereto as Exhibit99.1 and is incorporated herein by reference.

The information in this Item7.01 of this Current Report on
Form8-K, including Exhibit99.1 attached hereto, shall not be
deemed filed for purposes of Section18 of the Exchange Act or
otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the
Securities Act or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.

Item 9.01Financial Statements and Exhibits


Exhibit No.



Form of Warrant


Opinion of Fenwick West LLP


Form of Securities Purchase Agreement


Engagement letter agreement


Press release


BioPharmX Corporation is a specialty pharmaceutical company. The Company is focused on utilizing its drug delivery technologies to develop and commercialize prescription and over-the-counter (OTC) products that address markets in women’s health and dermatology. Its portfolio of product candidates includes two clinical stage product candidates: BPX01, which is a topical antibiotic for the treatment of acne based on a formulation of minocycline, and BPX03, which is a molecular iodine (I2) tablet for the treatment of benign breast pain associated with fibrocystic breast condition (FBC) and cyclic mastalgia. Its VI2OLET is an OTC molecular iodine dietary supplement that addresses cyclic breast discomfort and is clinically demonstrated to alleviate the symptoms associated with FBC, including tenderness, aches and swelling. It is developing BPX02, which is an injectable utilizing biologic materials for aesthetic dermatology applications.


BIOPHARMX CORPORATION (NYSEMKT:BPMX) closed its last trading session down -0.057 at 0.698 with 2,258,325 shares trading hands.

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