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

Item 1.01. Entry Into a Material Definitive
Agreement

On November22, 2016, BioPharmX Corporation (the Company) entered
into an underwriting agreement (the Agreement) with Roth Capital
Partners, LLC (Roth Capital), as representative (the
Representative) of the several underwriters identified therein
(collectively, theUnderwriters), to which the Company agreed to
issue and sell to the Underwriters (i) an aggregate 31,489,429
ClassA Units, each consisting of one share of the Companys common
stock, par value $0.001 per share (the Common Stock), and one
seven-year warrant to purchase 0.75of a share of Common Stock
(which equates to 75% warrant coverage) at an exercise price of
$0.35 per share, at a public offering price of $0.35 per unit and
(ii)1,515 ClassB Units, each consisting of one share of the
Companys SeriesA convertible preferred stock, par value $0.001
per share (the SeriesA Preferred Stock), with a stated value of
$1,000 per share and convertible into shares of Common Stock at
the public offering price of the Class A Units, together with the
equivalent number of warrants (75% warrant coverage) as would
have been issued in connection with a purchase of $1,000 of Class
A Units based at the public offering price. Each share of SeriesA
Preferred Stock is convertible into approximately 2,857 shares of
Common Stock.

A total of 31,489,429 shares of common stock, 1,515 shares of
SeriesA preferred stock convertible into 4,328,571 shares of
common stock, and warrants to purchase 26,863,501 shares of
common stock will be issued in the offering. The warrants have a
beneficial ownership blocker of 4.99%, 9.99% or 19.99%, as per
the election of each investor. The Company will need to obtain
stockholder approval of an amendment to its charter to increase
the number of authorized shares of common stock before the
warrants can become exercisable. The warrants will become
exercisable upon the later of the one year anniversary from
issuance and following such stockholder approval. The foregoing
description of the warrants is not complete and is qualified in
its entirety by reference to the full text of the form of
warrant, a copy of which is attached to this report as Exhibit
4.1. Gross proceeds are expected to be approximately $12.5
million (excluding any sale of shares the over-allotment option),
before deducting underwriting discounts and commissions and
estimated Offering expenses.

Under the terms of the Agreement, the Company also granted the
Underwriters an option, exercisable in whole or in part at any
time within 30 days of November22, 2016, to purchase up to
4,723,414 additional shares of Common Stock and/or 3,542,560
additional Warrants to cover any over-allotments made by the
Underwriter in the sale and distribution of the shares at the
public offering price per share, less the underwriting discounts
and commissions.

The Offering is being made to the Companys registration statement
on FormS-1 (FileNo.333-214116), as amended, which became
effective on November21, 2016, and a related registration
statement filed to Rule462 promulgated under the Securities Act
of 1933, as amended (the Securities Act). The Offering is
expected to close on or about November28, 2016, subject to the
satisfaction of customary closing conditions.

The Agreement contains customary representations, warranties, and
covenants by the Company. It also provides for customary
indemnification by each of the Company and the Underwriter,
severally and not jointly, for losses or damages arising out of
or in connection with the Offering, including for liabilities
under the Securities Act, other obligations of the parties and
termination provisions. In addition, to the terms of the
Agreement, the Company and each of the Companys directors and
executive officers have entered into lock-up agreements with the
Underwriter that generally prohibit the sale, transfer, or other
disposition of securities of the Company for a period of at least
90 days following November22, 2016 without the prior written
consent of Roth Capital.

to the Agreement, the Company also agreed to issue to Roth
Capital a warrant (the Representatives Warrant) to purchase up to
an aggregate of 895,450 shares of Common Stock (2.5% of the
shares of Common Stock sold, including the number of shares of
Common Stock issuable upon conversion of shares of SeriesA
Preferred Stock sold in the offering). The Representatives
Warrant is exercisable at $0.4375 per share and has a term of
five years. to FINRA rules, the Representatives Warrant is
subject to a 180-day lock-up to which the holder will not sell,
transfer, assign, pledge, or hypothecate the Representatives
Warrant or the securities underlying the Representatives Warrant,
nor will it engage in any hedging, short sale, derivative, put,
or call transaction that would result in the effective economic
disposition of the Representatives Warrant or the underlying
securities for a period of 180 days from the date of the
prospectus relating to the Offering.

A copy of the Agreement is attached as Exhibit1.1 to this report
and is incorporated herein by reference. The foregoing
description of the material terms of the Agreement does not
purport to be complete and is qualified in its entirety by
reference to such exhibit. The provisions of the Agreement,
including the representations and warranties contained therein,
are not for the benefit of any party other than the parties to
such Agreement and are not intended as a document for investors
or the public to obtain factual information about the current
state of affairs of the parties to that document. Rather,
investors and the public should look to other disclosures
contained in the Companys filings with the Securities and
Exchange Commission.

About BIOPHARMX CORPORATION (NYSEMKT:BPMX)

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) Recent Trading Information

BIOPHARMX CORPORATION (NYSEMKT:BPMX) closed its last trading session down -0.050 at 0.300 with 471,709 shares trading hands.