PROSPECTUS SUMMARY

This summary highlights selected information from this proxy statement/prospectus/information statement and may not contain all of the information that is important to you. To better understand the Merger, the proposals being considered at the BioPharmX special meeting and Timber's actions that are a subject of the written consent, you should read this entire proxy statement/prospectus/information statement carefully, including the Merger Agreement attached as Annex A. For more information, please see the section entitled "Where you can Find More Information" in this proxy statement/prospectus/information statement.

The Companies

BioPharmX Corporation
900 E. Hamilton Ave., Suite 100
Campbell, California 95008
(650) 889-5020
Steven M. Bosacki, Chief Executive Officer

BioPharmX is a specialty pharmaceutical company focused on the dermatology market. BioPharmX's focus is to develop products that treat chronic dermatologic conditions that are not being adequately addressed or those where current therapies and approaches are suboptimal.

BioPharmX's strategy is to bring new products to market by identifying optimal delivery mechanisms and/or alternative applications for U.S. Food and Drug Administration ("FDA")-approved or well characterized active pharmaceutical ingredients ("APIs"). BioPharmX aims to reduce the time, cost, and risk profile typically associated with new product development by utilizing active ingredients with demonstrated safety profiles and taking advantage of the expedited regulatory pathways, such as Section 505(b)(2) of the Federal Food, Drug and Cosmetic Act (the "FDCA").

BioPharmX deploys a market-driven approach to identify the limitations of current treatment options and work to develop products that may address these limitations in areas of efficacy, safety, and/or patient experience.

Timber Pharmaceuticals LLC
50 Tice Boulevard, Suite A26
Woodcliff Lake, NJ 07677
(973) 314-9570
John Koconis, Chief Executive Officer

Timber was founded in 2019 to develop treatments for unmet needs in medical dermatology. Timber has a particular focus on rare diseases or conditions of the skin for which there are no current treatments. Rare skin diseases are among the most neglected therapeutic areas in the pharmaceutical industry. Over 450 different rare skin diseases have been identified, and yet there have been less than 20 FDA Approvals for eight different rare dermatological conditions since the Orphan Drug Act was passed in 1983.

Timber is initially targeting multiple indications in rare/orphan dermatology with no approved treatments. Timber's investigational therapies have proven mechanisms-of-action and well-established chemistry, manufacturing and control ("CMC") and safety profiles.

BITI Merger Sub, Inc.

Merger Sub is a wholly-owned subsidiary of BioPharmX, and was formed solely for the purposes of carrying out the Merger.

The Merger

At the Effective Time, and not accounting for additional shares of BioPharmX common stock that may be issuable pursuant to the adjustment provisions in the Investor Warrants sold in the Timber Funding (see the section titled "Agreements Related to the Merger—Timber Funding" in this proxy statement/prospectus/information statement), Timber's common members (including holders of VARs of Timber and investors providing the Timber Funding) will be entitled to receive approximately 129,046,419 shares of BioPharmX's common stock, subject to adjustment. The number of shares to be issued in the Merger is an estimate only as of the date hereof and the final number of shares will be determined pursuant to a formula described in more detail in the Merger Agreement and in this proxy statement/prospectus/information statement.

At the Effective Time, BioPharmX's stockholders will continue to own and hold their existing shares of BioPharmX's common stock, and all outstanding and unexercised options to purchase shares of BioPharmX's common stock and outstanding and unexercised warrants to purchase shares of BioPharmX's common stock will remain in effect pursuant to their terms, except that the holders of certain warrants will have the right to exchange their warrants for common stock of BioPharmX.

In connection with the Timber Funding, on March 27, 2020, Timber and BioPharmX entered into the Securities Purchase Agreement with the Investors pursuant to which, among other things, Timber agreed to issue to the Investors Timber common units immediately prior to the Merger and BioPharmX agreed to issue to the Investors warrants to purchase shares of BioPharmX common stock on the tenth trading day following the consummation of the Merger (the "Investor Warrants") in the Timber Funding.

In summary, immediately after the Merger, Timber's common members (including holders of VARs and investors providing the Timber Funding) will own in the aggregate (or have the right to receive) approximately 88.5% of the outstanding capital stock of BioPharmX, with BioPharmX's stockholders as of immediately prior to the Effective Time owning approximately 11.5% of the outstanding capital stock of BioPharmX, subject to adjustment as set forth in this proxy statement/prospectus/information statement. The formula used to determine the shares to be issued to Timber common unitholders in the Merger excludes BioPharmX's outstanding stock options and warrants which are out-of-the-money and not exchangeable for common stock of BioPharmX pursuant to a fundamental transaction and other adjustments.

Each preferred membership unit of Timber will be converted into shares of a newly created class of BioPharmX convertible preferred stock which, other than conversion rights, shall have economic terms which are substantially the same as the economic terms of the preferred units of Timber currently outstanding (instead of Timber common units). BioPharmX will also assume outstanding and unexercised VARs of Timber, and, in connection with the Merger, they will become denoted in (and payable in) shares of BioPharmX common stock. After the completion of the Merger, BioPharmX will change its corporate name to "Timber Pharmaceuticals, Inc." as required by the Merger Agreement and subject to approval of Proposal No. 3.

Reasons for the Merger

BioPharmX and Timber believe that the Merger will produce a clinical-stage biopharmaceutical company with a robust pipeline of products targeting orphan and chronic dermatologic conditions. Timber's investigational therapies have proven mechanisms-of-action and well-established CMC and safety profiles. Timber is initially focused on developing non-systemic treatments for rare dermatologic diseases including congenital ichthyosis ("CI"), tuberous sclerosis complex ("TSC"), and localized scleroderma ("LS"), in addition to the BioPharmX programs for inflammatory lesions of acne vulgaris

and papulopustular rosacea. BioPharmX and Timber believe that the combined company will have the following characteristics found in successful biotech companies:

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Product pipeline.  The combined company will have a robust pipeline of product candidates, targeting both rare/orphan and chronic dermatologic conditions including: TMB-001, Timber's topical ointment for the treatment of CI, TMB-002, Timber's topical cream for the treatment of facial angiofibromas ("FAs") associated with TSC, TMB-003, Timber's locally applied formulation for the treatment of LS, BPX-01, BioPharmX's topical antibiotic gel for the treatment of inflammatory lesions of acne vulgaris, and BPX-04, BioPharmX's topical antibiotic gel for the treatment of papulopustular rosacea.

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Management Team.  The combined company will be led by the experienced senior management team from Timber.

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Cash Resources.  The combined company is expected to have cash and cash equivalents at the closing sufficient to enable the combined company to implement its business strategy.

The BioPharmX Board and Timber Board also considered other reasons for the Merger, as described herein. For example, the BioPharmX Board considered, among other things:

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The strategic alternatives of BioPharmX to the Merger, including the discussions that BioPharmX's executive management and the BioPharmX Board previously conducted with other potential strategic partners and investors;

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The risk associated with BioPharmX being unable to identify and complete an alternative strategic transaction due to limited cash availability and it may be required to dissolve and liquidate its assets. In such case, BioPharmX would be required to pay all its debts and contractual obligations, including the Bridge Loan, and set aside certain reserves for potential future claims. There can be no assurance as to the amount or timing of available cash left to distribute to stockholders after paying the debts and other obligations of BioPharmX and setting aside funds for reserves; and

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The risks of continuing to operate BioPharmX on a stand-alone basis, including developing its program and the need to raise substantial additional funding and expend significant resources to advance its portfolio and build its infrastructure and management in order to continue its operations.

In addition, the Timber Board approved the Merger based upon a number of factors, including:

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Potential increased access to sources of capital and a broader range of investors, who will have previously invested in companies focused on dermatology, to support the clinical development of its products than it could otherwise obtain if it continued to operate as a privately held company;

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Potential to provide its current members with greater liquidity by owning stock in a public company;

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The belief that no alternatives to the Merger were reasonably likely to create greater value for Timber's members, or enable accelerated investment in Timber's portfolio, after reviewing the various strategic options to enhance stockholder value that were considered by the Timber Board; and

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Timber's expectation that the Merger will be treated as a transfer of property to a "controlled corporation" for purposes of Section 351 of the Code for U.S. federal income tax purposes.

Opinion of the BioPharmX Financial Advisor

On January 22, 2020, Cassel Salpeter rendered its oral opinion to the BioPharmX Board (which was confirmed in writing by delivery of Cassel Salpeter's written opinion dated such date), as to the fairness from a financial point of view, to BioPharmX of the consideration to be issued by BioPharmX in the Merger pursuant to the Merger Agreement.

The summary of Cassel Salpeter's opinion in this proxy/registration statement is qualified in its entirety by reference to the full text of the written opinion, which is included as Annex E to this proxy/registration statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Cassel Salpeter in preparing its opinion. However, neither Cassel Salpeter's written opinion nor the summary of its opinion and the related analyses set forth in this proxy/registration statement are intended to be, and do not constitute, advice or a recommendation to any stockholder as to how such stockholder should act or vote with respect to any matter relating to the proposed Merger or otherwise.

Material U.S. Federal Income Tax Consequences of the Merger

BioPharmX and Timber believe that the Merger will qualify as a transfer of property to a "controlled corporation" for purposes of Section 351(a) of the Code. Accordingly, a U.S. Holder (as defined below) of units of Timber is not expected to recognize any gain or loss for U.S. federal income tax purposes on the exchange of units of Timber for shares of BioPharmX common stock in the Merger, except with respect to cash received by a U.S. Holder of Timber units in lieu of a fractional share of BioPharmX common stock.

Please review the information in the section entitled "The Merger—Material U.S. Federal Income Tax Consequences of the Merger" for a more complete description of the material U.S. federal income tax consequences of the Merger to U.S. Holders of Timber units. The tax consequences to you of the Merger will depend on your particular facts and circumstances. Please consult your tax advisors as to the specific tax consequences to you of the Merger.

Material U.S. Federal Income Tax Consequences of the BioPharmX Reverse Stock Split

The BioPharmX Reverse Stock Split should constitute a "recapitalization" for U.S. federal income tax purposes. As a result, a BioPharmX U.S. Holder (as defined below) should generally not recognize gain or loss upon the BioPharmX Reverse Stock Split, except with respect to cash received in lieu of a fractional share of BioPharmX common stock, as discussed below. A BioPharmX U.S. Holder's aggregate tax basis in the shares of the BioPharmX common stock received pursuant to the BioPharmX Reverse Stock Split should equal the aggregate tax basis of the shares of the BioPharmX common stock surrendered (excluding any portion of such basis that is allocated to any fractional share of BioPharmX common stock) and such BioPharmX U.S. Holder's holding period in the shares of BioPharmX's common stock received should include the holding period in the shares of the BioPharmX common stock surrendered. Treasury Regulations provide detailed rules for allocating the tax basis and holding period of the shares of BioPharmX common stock surrendered to the shares of BioPharmX common stock received pursuant to the BioPharmX Reverse Stock Split. Holders of shares of BioPharmX common stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

Overview of the Merger Agreement

Merger Consideration

At the Effective Time, and not accounting for additional shares of BioPharmX common stock that may be issuable pursuant to the adjustment provisions in the Investor Warrants sold in the Timber Funding (see the section titled "Agreements Related to the Merger—Timber Funding" in this proxy statement/prospectus/information statement), Timber's common members (including holders of VARs of Timber and investors providing the Timber Funding) will be entitled to receive approximately 129,046,419 shares of BioPharmX's common stock, subject to adjustment. The number of shares to be issued in the Merger is an estimate only as of the date hereof and the final number of shares will be determined

pursuant to a formula described in more detail in the Merger Agreement and in this proxy statement/prospectus/information statement.

Accordingly, by way of example only and assuming there are still 18,278,219 shares of BioPharmX stock outstanding, BioPharmX would issue an aggregate of approximately 124,694,957 shares of BioPharmX common stock to the holders of Timber common units and reserve approximately 4,351,462 shares of BioPharmX common stock for potential payment to holders of Timber VARs, such numbers reflecting the relative valuations of BioPharmX and Timber in accordance with the Merger Agreement, assuming the other assumptions set forth above remain the same.

The above example also assumes that (i) Timber has secured the Timber Funding prior to the closing, (ii) the investors who provide the Timber Funding will also participate in the issuance of BioPharmX common stock to the Timber common unit holders pursuant to the Merger Agreement, (iii) 330,016 shares of BioPharmX common stock are issued to Locust Walk Partners LLC ("Locust Walk") to satisfy the success fee due at closing under the terms of its engagement, and (iv) 653,380 shares of BioPharmX common stock are issuable to certain warrant holders on terms comparable to the Exchange Agreement (as defined below).

The Merger Agreement does not include a price-based termination right and there will be no adjustments to the total shares of BioPharmX's common stock that Timber's securityholders will be entitled to receive for changes in the market price of BioPharmX's common stock. Accordingly, the market value of the shares of BioPharmX's common stock issued pursuant to the Merger will depend on the market value of the shares of BioPharmX's common stock at the time the Merger closes and could vary significantly from the market value on the date of this proxy statement/prospectus/information statement.

At the Effective Time, each preferred unit of Timber outstanding immediately prior to the Effective Time will be converted into a new class of convertible preferred stock of BioPharmX which, other than conversion rights, shall have economic terms which are substantially the same as the economic terms of the preferred units of Timber currently outstanding.

Immediately after the Merger, Timber's members (including holders of VARs and any investors providing the Timber Funding) as of immediately prior to the Effective Time will own (or have the right to receive) approximately 88.5% of the outstanding capital stock of BioPharmX and BioPharmX's stockholders as of immediately prior to the Effective Time will own approximately 11.5% of the outstanding capital stock of BioPharmX, subject to adjustment as set forth in this proxy statement/prospectus/information statement.

Treatment of BioPharmX's Stock Options and Warrants

Each BioPharmX warrant outstanding immediately prior to the Effective Time will be retained, with certain warrants having the right to be exercised for stock consideration based on the Black-Scholes value and other terms of that specific warrant. Each BioPharmX stock option outstanding immediately prior to the Effective Time will remain in full force and effect. All outstanding BioPharmX warrants and options will be adjusted for the BioPharmX Reverse Stock Split. The terms governing these warrants and options will otherwise remain in full force and effect following the closing of the Merger.

On January 28, 2020, BioPharmX entered into an Exchange Agreement (the "Exchange Agreement") with several affiliates of an institutional investor, which is one of the Investors, ("Holders"). In the Exchange Agreement, the Holders and BioPharmX have agreed that Holders, which owned warrants to purchase approximately 2.3 million shares of BioPharmX common stock (the "Investor Exchange Warrants"), would exchange the Investor Exchange Warrants for an aggregate of 850,000 shares of BioPharmX common stock (the "Exchange"). The Investor Exchange Warrants exchanged in the Exchange contained language that would have allowed the Holder to convert the Investor Exchange

Warrants into shares of BioPharmX common stock at the time of the consummation of the Merger based on the Black-Scholes value of the Investor Exchange Warrants at the time of the consummation of the Merger. The Exchange was effected on February 3, 2020 in a transaction exempt from registration under Section 3(a)(9) of the Securities Act of 1933.

Treatment of Timber's VARs

Timber's VARs shall become denoted in (and payable in) shares of BioPharmX's common stock (instead of Timber common membership units).

Conditions to the Completion of the Merger

To consummate the Merger, BioPharmX's stockholders must approve Proposal Nos. 1, 2 and 5. In addition, Timber's members must adopt and approve the Merger Agreement, the Financing Proposal and the transactions contemplated thereby.

In addition to obtaining such stockholder and unitholder approvals and appropriate regulatory approvals, each of the other closing conditions set forth in the Merger Agreement, as described in the section entitled "The Merger Agreement—Conditions to the Completion of the Merger" in this proxy statement/prospectus/information statement must be satisfied or waived.

Non-Solicitation

Each of BioPharmX and Timber has agreed that during the period commencing on the date of the Merger Agreement and ending on the earlier of the consummation of the Merger or the termination of the Merger Agreement, each of BioPharmX and Timber and their respective subsidiaries will not, nor shall it or any of their subsidiaries authorize any of its representatives, to:

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solicit, initiate or knowingly encourage, induce, discuss, negotiate or facilitate the communication, making, submission or announcement of any acquisition proposal or acquisition inquiry or to take any action that could reasonably be expected to lead to an acquisition proposal or acquisition inquiry;

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furnish any non-public information regarding such party to any person in connection with or in response to an acquisition proposal or an acquisition inquiry;

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engage in discussions or negotiations with any person with respect to any acquisition proposal or acquisition inquiry;

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approve, endorse or recommend any acquisition proposal;

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execute or enter into any letter of intent or any contract contemplating or otherwise relating to any acquisition transaction; or

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publicly propose to do any of the foregoing.

An "acquisition inquiry" means, with respect to any party, an inquiry, indication of interest or request for information (other than an inquiry, indication of interest or request for information made or submitted by Timber, on the one hand, or BioPharmX, on the other hand, to the other party) that would reasonably be expected to lead to an acquisition proposal.

An "acquisition proposal" means, with respect to any party, any offer or proposal, whether written or oral (other than an offer or proposal made or submitted by or on behalf of Timber or any of its affiliates, on the one hand, or by or on behalf of BioPharmX or any of its affiliates, on the other hand, to the other party) contemplating or relating to any acquisition transaction with such party.

An "acquisition transaction" means any transaction or series of related transactions involving

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any Merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or other similar transaction: (i) in which a party is a constituent entity; (ii) in which a person or "group" (as defined in the Exchange Act and the rules promulgated thereunder) of persons directly or indirectly acquires beneficial or record ownership of securities representing more than 20% of the outstanding securities of any class of voting securities of a party or any of its subsidiaries; or (iii) in which a party or any of its subsidiaries issues securities representing more than 20% of the outstanding securities of any class of voting securities of such party or any of its subsidiaries; or

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any sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets that constitute or account for 20% or more of the consolidated book value or the fair market value of the assets of a party and its subsidiaries, taken as a whole, except as disclosed in the disclosure schedules to the Merger Agreement.

However, before obtaining the applicable approval from the BioPharmX Board or the Timber Board, as applicable, either party may furnish non-public information regarding it and its respective subsidiaries (as applicable), and enter into discussions or negotiations with, any person in response to a bona fide written acquisition proposal by such person which the BioPharmX Board or the Timber Board, as applicable determines in good faith, after consultation with its outside financial advisors and outside legal counsel, constitutes, or is reasonably likely to result in, a superior offer if:

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neither BioPharmX or Timber, as applicable, nor any of its representatives has breached the non-solicitation provisions of the Merger Agreement described above;

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the BioPharmX Board or the Timber Board, as applicable, concludes in good faith that the failure to take such action is reasonably likely to be inconsistent with the fiduciary duties of such board of directors under applicable law;

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BioPharmX or Timber, as applicable, receives from the third-party an executed confidentiality agreement containing provisions (including nondisclosure provisions, use restrictions, non-solicitation provisions and no hire provisions) at least as favorable to such relevant party as those contained in the confidentiality agreement between BioPharmX or Timber; and

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substantially contemporaneously with furnishing of any such nonpublic information to a third-party, BioPharmX or Timber, as applicable, furnishes the same information to the other party to the Merger Agreement to the extent not previously furnished.

A "superior offer" is an unsolicited bona fide written acquisition proposal (with all references to 20% in the definition of acquisition transaction being treated as references to greater than 50% for these purposes that (a) was not obtained or made as a direct or indirect result of a breach of (or in violation of) the Merger Agreement, and (b) is on terms and conditions that the BioPharmX Board or the Timber Board, as applicable, determines in good faith, based on such matters that it deems relevant (including the likelihood of consummation thereof), as well as any written offer by the other party to the Merger Agreement to amend the terms of the Merger Agreement, and following consultation with its outside legal counsel and outside financial advisors, if any, are more favorable, from a financial point of view, to BioPharmX's stockholders and Timber's unitholders, as applicable, than the terms of the transaction contemplated by the Merger Agreement.

Termination of the Merger Agreement

The Merger Agreement contains certain termination rights for both BioPharmX and Timber. In connection with the termination of the Merger Agreement under specified circumstances, BioPharmX

and Timber may be required to pay the other party a termination fee. The parties' termination rights are based on certain situations including:

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mutual written consent of the parties;

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by either party, if the Merger has not closed by June 15, 2020, subject to extension for an additional month under certain circumstances;

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by either party, if a court of competent jurisdiction issues a final and nonappealable order, decree or ruling that has the effect of permanently restraining, enjoying or otherwise prohibiting the Merger;

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by BioPharmX, if Timber does not receive the required consent of its members to the Merger;

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by either party, if BioPharmX does not receive the vote of its stockholders required to approve the Required Parent Stockholder Matters (as such term is defined in the Merger Agreement);

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by either party, if certain trigger events shall have occurred;

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by either party, upon the material breach of the Merger Agreement by the other that, if curable, is not cured within thirty days of the breaching party's receipt of written notice of such breach; or

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by either party, under certain circumstances upon the receipt of a Superior Offer (as such term is defined in the Merger Agreement).

Support Agreement

In connection with the Merger and the Merger Agreement, each of the directors and officers of BioPharmX has signed a Stockholder Support Agreement, made and entered into as of January 28, 2020, among BioPharmX, Timber, and each such director and officer ("Support Agreement"). Pursuant to the Support Agreement, each director and officer has agreed that he or she will not, until the termination date of the Merger Agreement, sell or transfer any shares of common stock of BioPharmX he or she owns or may acquire prior to the termination of the Merger Agreement. Each such director and officer has further agreed that he or she will vote all shares of BioPharmX common stock beneficially owned, and any new shares of BioPharmX common stock he or she may acquire, in favor of the transactions contemplated by the Merger Agreement.

Management Following the Merger

Effective as of the closing of the Merger, BioPharmX's executive officers are expected to include John Koconis as Chief Executive Officer, Joseph Lucchese as Chief Financial Officer, Michael Derby as Executive Chairman, Zachary Rome as President and Secretary, and Amir Tavakkol as Chief Scientific Officer.

Timber Funding

Securities Purchase Agreement

On March 27, 2020, Timber, BioPharmX and the Investors entered into the Securities Purchase Agreement, pursuant to which, among other things, the Investors agreed to invest a total of approximately $25 million (which amount is comprised of (x) approximately $5 million credit with respect to the Notes issued in connection with the Timber Bridge Loan and (y) approximately $20 million in cash from the Investors). In return, based on an agreed upon pre-money valuation (of the combined company) of $100 million, Timber will issue the Investors an amount of Timber units (the "Timber Initial Units") exchangeable in the Merger for 20.0% of the post-closing company fully-diluted, which percentage is calculated assuming the return and cancellation of all of the Converted Additional Shares (as defined below) from escrow. In addition, (i) Timber will deposit the same number of shares (the "Timber Additional Units" and together with the Timber Initial Units the

"Timber Funding Units") of Timber units into escrow with an escrow agent for the benefit of the Investors, to be exchanged for BioPharmX common stock at the Effective Time, and to be delivered, in whole or in part, based on the formula set forth in the paragraph that follows, out of escrow to the Investors if 85% of the average of the three lowest volume-weighted average trading prices of a share of BioPharmX common stock on NYSE American during the first ten trading days immediately following the closing date of the Timber Funding (which will be the same date as the Merger) (the "Closing Date") is lower than the effective price per share paid by the Investors for the Converted Initial Shares (as defined below), and (ii) on the tenth trading day following the Closing Date (the "Warrant Closing Date"), BioPharmX will issue to the Investors (x) Series A warrants to purchase shares of BioPharmX common stock, as further described below (the "Series A Warrants") and (y) Series B warrants to purchase shares of BioPharmX common stock, as further described below (the "Series B Warrants", together with the Series A Warrants, the "Investor Warrants" and, together with the Timber Funding Shares, the "Purchased Securities").

As a result of the Merger, at the Effective Time, each Timber Initial Unit will automatically be converted into the right to receive a number of shares of BioPharmX common stock equal to the exchange ratio (the "Converted Initial Shares"). Further, at the Effective Time, each Timber Additional Unit placed into escrow with the escrow agent will automatically be converted into the right to receive a number of shares of BioPharmX common stock equal to the exchange ratio (the "Converted Additional Shares"). The number of Converted Additional Shares deliverable out of escrow to each Investor will be determined on the Warrant Closing Date by subtracting (i) the number of Converted Initial Shares issued to the Investor from (ii) the quotient determined by dividing (a) the pro rata portion of the Purchase Price paid by the Investor by (b) 85% of the average of the three lowest volume-weighted average trading prices of a share of BioPharmX common stock on NYSE American during the first ten trading days immediately following the Closing Date, subject to the Floor Price (as defined below). Any Converted Additional Shares not deliverable to the Investors as of the Warrant Closing Date based on the foregoing formula will be returned to BioPharmX as treasury shares and cancelled. The lower of (x) the effective initial purchase price per Converted Initial Share and (y) the number obtained by the formula in clause (b) above, subject to the Floor Price, is called the "Final Purchase Price."

Series A Warrants

The Series A Warrants will be issued on the Warrant Closing Date, will have an initial exercise price per share equal to 125% of the Final Purchase Price, will be immediately exercisable and will have a term of five years from the date of issuance. The Series A Warrants issued to each Investor will initially be exercisable for an amount of BioPharmX common stock equal to 75% of the sum of (i) the number of Converted Initial Shares issued to the Investor, (ii) the number of Converted Additional Shares delivered or deliverable to the Investor as of the Warrant Closing Date and (iii) the number of shares, if any, underlying the Series B Warrants held by the Investor as of the Warrant Closing Date. The Series A Warrants will have full ratchet anti-dilution price protection with respect to future issuances of securities at a price below the exercise price of the Series A Warrants through the second anniversary of the issuance (and then weighted average anti-dilution thereafter) and a Black Scholes provision for fundamental transactions.

Series B Warrants

The Series B Warrants will be issued to each Investor on the Warrant Closing Date, and each Investor's Series B Warrants will have an exercise price per share of $0.001, will be immediately exercisable and will expire on the day following the later to occur of (i) the Reservation Date (as defined below), and (ii) the date on which the Investor's Series B Warrants have been exercised in full (without giving effect to any limitation on exercise contained therein) and no shares remain issuable thereunder. Each

Investor's Series B Warrants will be initially exercisable for an amount of BioPharmX common stock equal to the number (if positive) obtained by subtracting (i) the sum of (a) the number of Converted Initial Shares issued to the Investor and (b) the number of Converted Additional Shares delivered or deliverable to the Investor as of the Warrant Closing Date, from (ii) the quotient determined by dividing (a) the pro rata portion of the Purchase Price paid by the Investor by (b) 85% of the average of the five lowest volume-weighted average trading prices of a share of BioPharmX common stock on NYSE American during the first ten trading days immediately following the Warrant Closing Date, subject to the Floor Price. The "Reservation Date" means the forty-fifth (45th) trading day immediately following the second anniversary of the Warrant Closing Date.

Additionally, every ninth trading day up to and including the 45th trading day (each, a "Reset Date") following (i) the 15th trading day immediately following the Warrant Closing Date and (ii) every 15th trading day thereafter (each such date provided in the foregoing clauses (i) and (ii), an "End Reset Measuring Date") (except if on such date (1) the holder cannot freely sell any Registrable Securities (as defined below) pursuant to a resale registration statement and (2) the holder cannot sell any Registrable Securities without restriction or limitation pursuant to Rule 144 of the Securities Act ("Rule 144"), and provided that no date following the occurrence of a Satisfaction Event (as defined below) will be deemed an End Reset Measuring Date, and provided further that no such date will be deemed an End Reset Measuring Date if an End Reset Measuring Date has previously occurred and either (1) if the holder was able to then freely sell any Registrable Securities pursuant to a resale registration statement in accordance with such prior End Reset Measuring Date, such ability continued uninterrupted through and including the applicable date of determination or (2) if the holder was able to freely sell any Registrable Securities without restriction or limitation pursuant to Rule 144 in accordance with such prior End Reset Measuring Date, such ability continued uninterrupted through and including the applicable date of determination) (such 45 trading day period, the "Reset Period" and each such 45th trading day after (i) or (ii), the "End Reset Date"):

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the number of shares issuable upon exercise of each Investor's Series B Warrants shall be increased (a "Reset") to the number (if positive) obtained by subtracting (i) the sum of (a) the number of Converted Initial Shares issued to the Investor and (b) the number of Converted Additional Shares delivered or deliverable to the Investor as of the Warrant Closing Date, from (ii) the quotient determined by dividing (a) the pro rata portion of the Purchase Price paid by the Investor, by (b) the greater of (x) the arithmetic average of the five lowest dollar volume-weighted average prices of a share of BioPharmX common stock on NYSE American during the applicable Reset Period immediately preceding the applicable Reset Date to date and (y) provided that the BioPharmX common stock is then traded on the NYSE American, a floor price per share (the "Floor Price") calculated based on a pre-money valuation (of the combined company, assuming for this purpose the pre-money issuance of the Converted Initial Shares and Converted Additional Shares) of $10 million (such number resulting in this clause (b), the "Reset Price"); and

•

the Series A Warrants will be adjusted downward (but not increased) such that the exercise price thereof becomes 125% of the Reset Price, and the number of shares underlying the Series A Warrants will be increased (but not decreased) to the quotient of (a) (i) the exercise price in effect prior to the Reset multiplied by (ii) the number of shares underlying the Series A Warrants prior to the Reset divided by (b) the exercise price resulting from the Reset.

"Satisfaction Event" means (1) all Registrable Securities are able to be freely sold without any restriction or limitation by the holder at all times during the 45 trading day period beginning on, and including, any End Reset Measuring Date either (a) pursuant to a resale registration statement or (b) pursuant to Rule 144; or (2) the Reservation Date has occurred.

Examples of the dilution scenarios are contained in "Risk Factors—BioPharmX and Timber security holders may not realize a benefit from the Merger commensurate with the ownership dilution they will experience in connection with the Merger and the Timber Funding" beginning on page 25.

Registration Rights Agreement

In connection with the Timber Funding, BioPharmX entered into a Registration Rights Agreement with the Investors (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, BioPharmX is required to file an initial resale registration statement with respect to shares of BioPharmX common stock held by or issuable to the Investors pursuant to the Investor Warrants and Bridge Warrants (the "Registrable Securities"), within 15 trading days after the Closing Date. Additionally, BioPharmX is required to file additional resale registration statements with respect to the Registrable Securities within 15 days of each End Reset Date, to the extent that such Registrable Securities are not already registered for resale on a prior registration statement. BioPharmX will be required to use its commercially reasonable efforts to maintain the effectiveness of these registration statements until the earlier of (i) the date as of which the Investors may sell all of the Registrable Securities covered by the applicable registration statement(s) without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) or (ii) the date on which the Investors have sold all of the Registrable Securities covered by the applicable registration statement(s).

Financing Lock-Up Agreements

In connection with the Timber Funding, BioPharmX and Timber will enter into lock-up agreements (the "Financing Lock-Up Agreements") with each officer, director or other person that will be subject to Section 16 of the Exchange Act, with respect to BioPharmX immediately following the consummation of the Merger (the "Financing Lock-Up Parties"), pursuant to which each of the Financing Lock-Up Parties will agree that until the date that is 90 calendar days after the Trigger Date (as defined in the section entitled "Agreements Related to the Merger—Timber Funding" in this proxy statement/prospectus/information statement), subject to certain customary exceptions, such Financing Lock-Up Party will not and will cause its affiliates not to (A) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly or indirectly, any shares of BioPharmX common stock or common stock equivalents, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to any shares of BioPharmX common stock or common stock equivalents owned directly by the Financing Lock-Up Parties (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively, the "Subject Shares"), or (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Subject Shares, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of shares of BioPharmX common stock or other securities, in cash or otherwise, (C) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of BioPharmX common stock or common stock equivalents or (D) publicly disclose the intention to do any of the foregoing.

Chardan Engagement Letter

Pursuant to that certain engagement letter between Chardan Capital Markets ("Chardan") and Timber, Timber will pay to Chardan $2.5 million in cash promptly following the Effective Time.

Interests of Certain Directors, Officers and Affiliates of BioPharmX and Timber

In considering the recommendation of the BioPharmX Board with respect to the issuance of common stock of BioPharmX pursuant to the Merger Agreement and the other matters to be acted upon by BioPharmX's stockholders at the BioPharmX special meeting, BioPharmX's stockholders should be aware that certain members of the BioPharmX Board and executive officers of BioPharmX have interests in the Merger that may be different from, or in addition to, interests they have as BioPharmX's stockholders.

As of March 23, 2020, BioPharmX's directors and executive officers beneficially owned less than 1% of the outstanding shares of common stock of BioPharmX. As of March 23, 2020, BioPharmX's directors and officers beneficially owned, in the aggregate, 444,164 options and warrants to purchase BioPharmX's common stock.

The compensation arrangements with BioPharmX's officers and directors are discussed in greater detail in the section entitled "The Merger—Interests of BioPharmX's Directors and Executive Officers in the Merger" in this proxy statement/prospectus/information statement.

In considering the recommendation of the Timber Board with respect to approving the Merger and related transactions by written consent, Timber's members should be aware that managers and employees of Timber are expected to become directors, employees and/or executive officers of BioPharmX after the closing of the Merger.

As of March 23, 2020, Timber's managers and executive officers beneficially owned 1.3% of the outstanding units of Timber, all of which will be converted into shares of common stock of BioPharmX in connection with the closing of the Merger and the managers and executive officers will own less than 1% of the outstanding common stock of BioPharmX following the Merger.

The compensation arrangements with Timber's officers and directors are discussed in greater detail in the section entitled "The Merger—Interests of Timber Managers and Officers in the Merger" in this proxy statement/prospectus/ information statement.

Risk Factors

Both BioPharmX and Timber are subject to various risks associated with their businesses and their respective assets. In addition, the Merger poses a number of risks to each company and its respective stockholders and members, including that the Merger may not be completed. These risks and others are discussed in greater detail under the section entitled "Risk Factors" in this proxy statement/prospectus/information statement. BioPharmX and Timber encourage you to read and consider all of these risks carefully.

Regulatory Approvals

In the United States, BioPharmX must comply with applicable federal and state securities laws and the rules and regulations of the NYSE American market ("NYSE American") in connection with the issuance of shares of BioPharmX's common stock and the filing of this proxy statement/prospectus/information statement with the SEC.

NYSE American Listing

The approval by NYSE American of (i) the continued listing of the BioPharmX common stock on the NSYE American market following the Effective Time and (ii) the listing of the shares of BioPharmX common stock being issued in connection with the Merger on NYSE American at or prior to the Effective Time are conditions to the closing of the Merger. Timber has agreed to cooperate with BioPharmX to furnish to BioPharmX all information concerning Timber and its unitholders that may

be required or reasonably requested in connection with NYSE American. If such approvals are obtained, BioPharmX anticipates that the combined company's common stock will be listed on NYSE American under the trading symbol "TMBR" following the closing of the Merger.

On March 24, 2020, BioPharmX received a letter from the NYSE American stating that the NYSE American is beginning delisting proceedings against BioPharmX. BioPharmX intends to appeal the decision.

Potential Future Litigation

BioPharmX and Timber may be subject to potential future litigation. For example, on March 16, 2020, Michael Derby, Timber's Chairman of the Board, received a letter from counsel for his former employer alleging that Mr. Derby breached his fiduciary duties to his former employee and certain terms of his contracts with his former employer, including allegations that he has inappropriately competed and usurped his former employer's corporate opportunities in the field of orphan dermatology with respect to the products being developed by Timber. For information regarding this threatened claim, see "Risk Factors—Litigation may require BioPharmX or Timber to incur significant costs or suffer management distraction, and may delay or enjoin the Merger or affect the combined company's business" beginning on page 27. Further, on March 4, 2020, BioPharmX received a letter from a law firm alleging that the disclosure in this proxy statement/prospectus was inadequate, which BioPharmX disputes. There can be no assurance that such matters will not result in future litigation against BioPharmX or Timber prior the completion of the Merger or against the combined company following the Merger.

Anticipated Accounting Treatment

The Merger will be recorded by BioPharmX using the reverse asset acquisition method of accounting. For accounting purposes, Timber is considered to be acquiring BioPharmX in the Merger.

Appraisal Rights

Holders of BioPharmX's common stock are not entitled to appraisal rights in connection with the Merger. Members of Timber are not entitled to appraisal rights in connection with the Merger under Delaware law. For more information about such rights, see the section entitled "The Merger—Appraisal Rights" in this proxy statement/prospectus/information statement.

Comparison of Equity Holder Rights

BioPharmX is incorporated and Timber is organized under the laws of the state of Delaware. Following the Merger, stockholders of BioPharmX, including former members of Timber, will be governed by the Delaware General Corporation Law ("DGCL"). If the Merger is completed, Timber's members will become stockholders of BioPharmX, and their rights will be governed by the DGCL, BioPharmX's certificate of incorporation, as amended (as set forth herein), and the bylaws of BioPharmX. The rights of BioPharmX's stockholders as contained in such charter documents may differ from the rights of Timber's members under Timber's certificate of formation and limited liability company agreement, as amended, as more fully described in the section entitled "Comparison of Rights of Holders of BioPharmX stock and Timber securities" in this proxy statement/prospectus/information statement.

SELECTED HISTORICAL AND UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL DATA

The following tables present summary historical financial data for BioPharmX and Timber, summary unaudited pro forma condensed financial data for BioPharmX and Timber, and comparative historical and unaudited pro forma per share data for BioPharmX and Timber.

Selected Historical Financial Data of BioPharmX

The selected financial data as of January 31, 2020 and 2019 and for the years ended January 31, 2020 and 2019 are derived from the BioPharmX audited consolidated financial statements prepared using accounting principles generally accepted in the United States ("U.S. GAAP") which are included in this proxy statement/prospectus/information statement. The financial data should be read in conjunction with "BioPharmX Management's Discussion and Analysis of Financial Condition and Results of Operations" and BioPharmX's consolidated financial statements and related notes appearing elsewhere in this proxy statement/prospectus/information statement. BioPharmX's historical results are not necessarily indicative of results to be expected in any future period (all numbers are in thousands, except for share and per share data).

		Year Ended January 31,
		2020			2019(1)
Revenues, net		$	—		$	57
Costs of goods sold			—			83
​	​	​	​	​	​	​	​
Gross margin			—			(26	)
​	​	​	​	​	​	​	​
Operating expenses:
Research and development			4,690			9,079
Sales and marketing			714			2,157
General and administrative			4,282			5,244
​	​	​	​	​	​	​	​
Total operating expenses			9,686			16,480
​	​	​	​	​	​	​	​
Loss from operations			(9,686	)		(16,506	)
Change in fair value of warrant liability			291			28
Other expense, net			(290	)		(778	)
​	​	​	​	​	​	​	​
Loss before provision for income taxes			(9,685	)		(17,256	)
Provision for income taxes			2			2
​	​	​	​	​	​	​	​
Net loss and comprehensive loss		$	(9,687	)	$	(17,258	)
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
Basic and diluted net loss per share		$	(0.75	)	$	(2.23	)
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
Shares used in computing basic and diluted net loss per share			12,921,000			7,727,000
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​

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(1)

Share and per share amounts for the year ended January 31, 2019 have been adjusted to reflect the impact of a 1-for-25 reverse stock split effected in April 2019.

		January 31,
		2020			2019
Balance Sheet Data (in thousands)
Current assets:		$	986		$	3,385
Property and equipment, net and other assets		$	1,144		$	269
Total assets		$	2,130		$	3,654
Total liabilities		$	2,469		$	2,356
Total stockholders' equity (deficit)		$	(339	)	$	1,298