BioPharmX Corp (Form: 10-Q, Received: 09/14/2015 17:21:40)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2015

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-37411

BIOPHARMX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		59-3843182
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

1098 Hamilton Court, Menlo Park, California		94025
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 650-889-5020

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer o		Accelerated filer o

Non-accelerated filer o		Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of August 31, 2015, there were outstanding 21,010,848 shares of the registrant’s common stock, $0.001 par value.

Documents incorporated by reference: None.

Table of Contents

BIOPHARMX CORPORATION

Form 10-Q

Table of Contents

PART I — Financial Information
Item 1	Condensed Consolidated Financial Statements (unaudited):	3
	Condensed Consolidated Balance Sheets as of July 31, 2015 and January 31, 2015	3
	Condensed Consolidated Statement of Operations and Comprehensive Loss for the three and six months ended July 31, 2015 and 2014	4
	Condensed Consolidated Statement of Cash Flows for the six months ended July 31, 2015 and 2014	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3	Qualitative and Quantitative Disclosures About Market Risk	16
Item 4	Controls and Procedures	16
PART II — Other Information
Item 1	Legal Proceedings	17
Item 1A	Risk Factors	17
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3	Defaults Upon Senior Securities	17
Item 4	Mine Safety Disclosures	17
Item 5	Other Information	17
Item 6	Exhibits	18
SIGNATURES		19

Table of Contents

PART I

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

BioPharmX Corporation

Condensed Consolidated Balance Sheets (unaudited)

(in thousands, except share and per share data)

	July 31,			January 31,
	2015			2015
Assets
Current assets:
Cash and cash equivalents	$	7,388		$	1,305
Accounts receivable	33			1
Inventories	364			160
Prepaid expenses and other current assets	414			239
Total current assets	8,199			1,705
Property and equipment, net	226			234
Intangible assets, net	134			149
Other assets	50			50
Restricted cash	35			35
Total assets	$	8,644		$	2,173
Liabilities, Convertible Redeemable Preferred Stock and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	3,329		$	1,152
Accrued expenses and other current liabilities	551			59
Payroll	199			128
Related party payables	226			218
Total current liabilities	4,305			1,557
Commitments and contingencies (Note 6)
Series A convertible redeemable preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding at July 31, 2015 and 4,207,987 issued and outstanding at January 31, 2015	—			6,823
Stockholders’ equity (deficit):
Common stock, $0.001 par value; 90,000,000 shares authorized; 21,000,433 and 11,415,416 shares issued and outstanding at July 31, 2015 and January 31, 2015, respectively	21			11
Additional paid-in capital	22,147			4,416
Accumulated deficit	(17,829		)	(10,634		)
Total stockholders’ equity (deficit)	4,339			(6,207		)
Total liabilities, convertible redeemable preferred stock and stockholders’ equity (deficit)	$	8,644		$	2,173

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

BioPharmX Corporation

Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited)

(in thousands, except share and per share data)

	Three months ended July 31,						Six months ended July 31,
	2015			2014			2015			2014

Revenues, net	$	5		$	—		$	9		$	—
Cost of goods sold	10			—			19			—
Gross deficit	(5		)				(10		)
Operating expenses:
Research and development	1,141			623			2,217			1,163
Sales and marketing	1,307			435			2,388			649
General and administrative	1,118			732			2,144			1,263
Total operating expenses	3,566			1,790			6,749			3,075
Loss from operations	(3,571		)	(1,790		)	(6,759		)	(3,075		)
Other income (expense), net	—			14			(436		)	(36		)
Net and comprehensive loss	(3,571		)	(1,776		)	(7,195		)	(3,111		)
Accretion on Series A convertible redeemable preferred stock	(79		)	(27		)	(202		)	(27		)
Deemed dividend on Series A convertible redeemable preferred stock	(85		)	(45		)	(201		)	(45		)
Net loss available to common stockholders	$	(3,735	)	$	(1,848	)	$	(7,598	)	$	(3,183	)
Basic and diluted net loss available to common stockholders per share	$	(0.24	)	$	(0.18	)	$	(0.56	)	$	(0.32	)
Shares used in computing basic and diluted net loss per share	15,443,000			10,551,000			13,616,000			9,961,000

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

BioPharmX Corporation

Condensed Consolidated Statements of Cash Flows (unaudited)

(in thousands)

	Six months ended July 31,
	2015			2014
Cash flows from operating activities:
Net loss	$	(7,195	)	$	(3,111	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	624			326
Expense related to modification of warrants	436			—
Depreciation expense	21			2
Amortization expense	15			—
Noncash interest expense	—			25
Changes in assets and liabilities:
Accounts receivable	(32		)	—
Inventories	(204		)	—
Prepaid expenses and other assets	(175		)	(253		)
Accounts payable	2,177			270
Accrued expenses and other liabilities	492			30
Payroll	71			72
Related party payables	8			162
Net cash used in operating activities	(3,762		)	(2,477		)
Cash flows from investing activities:
Change in restricted cash	—			(35		)
Purchase of property and equipment	(13		)	(157		)
Net cash used in investing activities	(13		)	(192		)
Cash flows from financing activities:
Proceeds from the sale of common stock, net of issuance costs	7,821			—
Proceeds from exercises of stock options	25			—
Net proceeds issuance of convertible redeemable preferred stock and warrants	—			2,488
Proceeds from exercises of common stock warrants	1,512			—
Proceeds from issuance of convertible notes payable	500			280
Net cash provided by financing activities	9,858			2,768
Net increase in cash and cash equivalents	6,083			99
Cash and cash equivalents at beginning of period	1,305			360
Cash and cash equivalents at end of period	$	7,388		$	459

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

BIOPHARMX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

BioPharmX Corporation (the “Company”) is incorporated under the laws of the state of Delaware and originally incorporated on August 30, 2010 in Nevada under the name Thompson Designs, Inc. The Company has one wholly owned subsidiary, BioPharmX, Inc., a Nevada corporation. The Company is a specialty pharmaceutical company focused on utilizing its proprietary drug delivery technologies to develop and commercialize novel prescription and over-the-counter, or OTC, products that address large markets in women’s health and dermatology. The Company’s objective is to develop products that treat health or age-related conditions that (1) are not presently being addressed or treated at all or (2) are currently treated with drug therapies or drug delivery approaches that are suboptimal. The Company’s strategy is designed to bring new products to market by identifying optimal delivery mechanisms and/or alternative applications for FDA-approved active pharmaceutical ingredients, or APIs, while in appropriate circumstances, reducing the time, cost and risk typically associated with new product development by repurposing drugs with demonstrated safety profiles, taking advantage of the regulatory approval pathway under Section 505(b)(2) of the Federal Food, Drug and Cosmetic Act available for repurposed/reformulated drugs. The Company believes the 505(b)(2) regulatory pathway may reduce drug development risk and could reduce the time and resources it spends during development.

Since the Company’s inception, substantially all of the Company’s efforts have been devoted to developing its product candidates, including conducting preclinical and clinical trials, and providing general and administrative support for its operations. The Company commercially launched its breast health supplement at the end of 2014, although to-date the Company has generated a de minimis amount of revenue from product sales. The Company is not dependent on sales to any one customer. The Company has financed its operations primarily through the sale of equity and convertible debt securities. In June 2015, the Company raised $7.8 million through the sale of its common stock and concurrently completed an uplisting to the NYSE MKT. The proceeds from these financings through July 31, 2015, totaled $18.8 million.

Change in Fiscal Year End

On March 26, 2015, the board of directors of the Company approved a change in its fiscal year end from December 31 to January 31.

Basis of Presentation and Principles of Consolidation

These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and include the accounts of the Company and its subsidiary. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed on March 30, 2015, and the Transition Report on Form 10-K for the one-month transition period ended January 31, 2015, filed on April 20, 2015. The condensed consolidated balance sheet as of January 31, 2015, included herein, was derived from the audited consolidated financial statements as of that date.

The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s statement of financial position as of July 31, 2015 and January 31, 2015, the Company’s results of operations for the three and six months ended July 31, 2015 and 2014, and the Company’s cash flows for the six months ended July 31, 2015 and 2014. The results for the three and six months ended July 31, 2015 are not necessarily indicative of the results to be expected for the year ending January 31, 2016 or any future period.

Table of Contents

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses recognized during the reported period. Actual results could differ from those estimates.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. When such an event occurs, management determines whether there has been an impairment by comparing the anticipated undiscounted future net cash flows to the related asset’s carrying value. If an asset is considered impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset. The Company has not identified any such impairment losses to date.

Advertising Expenses

The Company expenses the costs of advertising, including promotional expenses, as incurred. Advertising expenses were $549,000 and $2,000 for the six months ended July 31, 2015 and 2014, respectively.

Net Loss per Share

Basic net loss per share attributable to common stockholders is calculated based on the weighted-average number of shares of the Company’s common stock outstanding during the period. Diluted net loss per share attributable to common stockholders is calculated based on the weighted-average number of shares of the Company’s common stock outstanding and other dilutive securities outstanding during the period. The potential dilutive shares of common stock resulting from the assumed exercise of outstanding stock options and the assumed conversion of preferred stock are determined under the treasury stock method.

As of July 31, 2015 and 2014, 4,837,000 and 5,290,000 potentially dilutive securities, respectively, were excluded from the computation of diluted loss per share because their effect on net loss per share would be anti-dilutive.

Summary of Significant Accounting Policies

These unaudited interim condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual financial statements and notes thereto contained in the Annual Report on Form 10-K and the Transition Report on Form 10-K for the one-month transition period ended January 31, 2015. There have been no significant changes in the Company’s significant accounting policies for the three and six months ended July 31, 2015, as compared to the significant accounting policies described in the Annual Report on Form 10-K and the Transition Report on Form 10-K for the one-month transition period ended January 31, 2015.

Recent Accounting Pronouncements

In July 2015 the Financial Accounting Standards Board issued Accounting Standards Update No. 2015-11, Inventory (Topic 330), Simplifying the Measurement of Inventory, which applies to all inventory except that which is measured using last-in, first-out (LIFO) or the retail inventory method. Inventory measured using first-in, first-out (FIFO) or average cost is included in the new amendment. The amendment will take effect for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company is in the process of evaluating the impact of adoption on the Company’s consolidated financial statements.

2. GOING CONCERN

The Company has a limited operating history and its prospects are subject to risks, expenses and uncertainties frequently encountered by companies in the industry. The Company’s ability to generate income in the short-run will depend greatly on the rate of adoption and ability to establish a sustainable market for the Company’s VI 2 OLET iodine dietary supplement. The Company continues to progress its research and development efforts for its products, which can require significant funding. If revenues fall short of expectations or research and development efforts require higher than anticipated capital, then there may be a negative impact on the financial viability of the Company.

The Company has incurred recurring losses and negative cash flows from operations since inception and has funded its operating losses through the sale of common stock in a public offering and the issuance of convertible notes, Series A convertible redeemable

Table of Contents

preferred stock and warrants. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern.

The Company plans to increase working capital by managing its cash flow and expenses, securing financing and increasing revenue. Risks include, but are not limited to, the uncertainty of availability of additional financing and the uncertainty of achieving future profitability. Management of the Company intends to raise additional funds through the issuance of equity securities. There can be no assurance that such financing will be available or on terms which are favorable to the Company. Failure to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending could have a material adverse effect on the Company’s ability to achieve its intended business objectives. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not contain any adjustments that might result from the resolution of any of the above uncertainties.

As shown in the accompanying condensed consolidated financial statements, the Company incurred a net loss of $7.2 million and $3.1 million during the six months ended July 31, 2015 and 2014, respectively, and had an accumulated deficit of $17.8 million as of July 31, 2015. As of July 31, 2015, the Company had working capital of $3.9 million. While management of the Company believes that it has a plan to fund ongoing operations, there is no assurance that its plan will be successfully implemented.

3. FAIR VALUE MEASUREMENTS

The Company recognizes and discloses the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). Each level of input has different levels of subjectivity and difficulty involved in determining fair value.

· Level 1—Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date.

· Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

· Level 3— Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

As of July 31, 2015, the Company held $5.0 million in money market funds, which is classified as Level 1 available-for-sale securities. No unrealized gains or losses are recorded in connection with these amounts.

4. BALANCE SHEET DETAILS

	July 31, 2015		January 31, 2015
	(in thousands)
Inventories:
Work in process	$	194	$	61
Finished goods	42		63
Channel inventory	128		36
Total	$	364	$	160

5. RELATED-PARTY PAYABLES

Since inception, the founding executives of the Company have made advances to cover short-term operating expenses. Additionally, since the beginning of 2014 a portion of their compensation has been deferred and is included in this balance. These advances and deferred compensation are non-interest bearing and have periodically been repaid to these executives.

Table of Contents

6. COMMITMENTS AND CONTINGENCIES

Lease Arrangements

On August 23, 2013, the Company signed a lease for 10,800 square feet of office and laboratory space in Menlo Park, California. The lease expires in November 2016. Future minimum commitments under this lease are as follows (in thousands):

Six months remaining in fiscal year 2016	$	145
Fiscal year 2017	246
Total	$	391

Legal Proceedings

The Company is not currently a party to any legal proceedings. The Company is not aware of any pending legal proceeding to which any of its officers, directors, or any beneficial holders of 5% or more of its voting securities are adverse to the Company or have a material interest adverse to the Company.

Indemnification

The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third-party with respect to the Company’s technology. The term of these indemnification agreements is generally perpetual. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future, but have not yet been made.

The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. No liability associated with such indemnifications has been recorded to date.

License Agreement

In March 2013, the Company entered into an amended and restated collaboration and license agreement with Iogen LLC, which provides the Company a license to certain rights to label, market, and resell the finished inventory and ongoing manufacturing of the Iogen molecular iodine technology for future product formulation development and commercialization. New formulation patents developed by the Company will be solely owned by the Company. The agreement gives the Company a perpetual, fully paid-up, non-exclusive license to make, have made, use, sell and offer for sale and import products.

Pursuant to the terms of the license, the Company must:

· Pay a fee for the non-exclusive license to the IP.

· Pay 30% of net profit associated with direct commercialization of an OTC product or 30% of net royalties received from any sub-licensee.

· Pay a royalty of 3% of net sales for the first 24 months of commercialization and 2% of net sales thereafter for a prescription iodine tablet developed and commercialized under the license.

· Pay a royalty of 3% of net sales for the first 12 months of commercialization for other products developed and commercialized under the license and 2% of net sales thereafter until expiration of applicable patents covering such products and 1% thereafter.

· Pay a fixed royalty fee for the protection and indemnification of licensed intellectual property rights (“IP rights”) for the prescription product developed, marketed and sold from newly developed formulations as long as the patents are valid and cover the prescription product.

Table of Contents

· Pay a fixed royalty fee for the protection and indemnification of licensed IP rights for the other products utilizing the molecular iodine technology developed, marketed and sold from newly developed formulations as long as the patents are valid and cover the prescription product.

The Company capitalized as intangible assets, in the year ended December 31, 2013, the amount of $150,000 related to this agreement. As of July 31, 2015 and January 31, 2015, the balance, net of amortization, was $134,000 and $149,000, respectively. No royalties have been paid as of July 31, 2015.

7. CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

Common Stock

In June 2015, the Company uplisted to the NYSE MKT and simultaneously completed a public offering (the “Offering”) in which it issued 3,636,384 shares of common stock resulting in net proceeds of $7.8 million. In addition, pursuant to a subscription agreement dated October 24, 2014, Korea Investment Partners Overseas Expansion Platform Fund (“KIP”), an existing stockholder, agreed to purchase from the Company in a private placement 1,081,081 shares of the Company’s common stock for an aggregate purchase price of $2.0 million at $1.85 per share upon the listing of the Company’s common stock on the NYSE MKT. Pursuant to the terms of the subscription agreement, this private placement was to close within 15 business days of the listing of the Company’s common stock on the NYSE MKT. However, as of September 14, 2015, this private placement has not closed and the Company has notified KIP that KIP’s obligation to pay the $2.0 million purchase price to the Company has become due and payable under the subscription agreement. As consideration for Ping Wang’s service as a director of the Company, 193,333 shares of the Company’s common stock will vest immediately upon completion of the $2.0 million purchase.

Series A Preferred Stock

The Company entered into subscription agreements for the private placement of shares of its Series A preferred stock and warrants with 47 accredited investors during 2014 whereby the Company sold an aggregate of 4,207,987 shares of Series A preferred stock at a per share price of $1.85 for gross proceeds of $7.5 million and issued to the investors for no additional consideration warrants to purchase in the aggregate 2,042,589 shares of common stock, with an exercise price of $3.70 per share. In connection with the uplisting to the NYSE MKT, the Series A preferred stock, including accrued and unpaid interest, converted into 4,319,426 shares of common stock.

In March and April 2015, the Company amended certain warrants to reduce the exercise price of such warrants from $3.70 to $2.50 per share with a corresponding increase in the number of shares of common stock exercisable under the warrants so that the aggregate exercise value of such warrants remained the same. As of July 31, 2015, certain holders had exercised such warrants for an aggregate of 564,662 shares of common stock for an aggregate cash exercise price of $1,411,655. The Company recorded a charge for the incremental fair value of $436,000 in other expense related to the amended warrants in the first quarter of fiscal year 2016. The fair value of the warrants exercised was computed as of the date of modification using the following assumptions: dividend rate of 0%, risk-free rate of 1.6%, contractual term of 4 to 5 years and expected volatility of 85.9%. As of July 31, 2015, warrants to purchase 1,661,055 shares of common stock remain outstanding related to the Series A preferred stock offering.

The warrant exercise agreements included a provision such that if the public offering price related to the Offering was less than $3.125 per share, then immediately prior to the closing of the Offering, additional shares of common stock would be issued at no additional consideration to each holder equal to: (i) the product of (A) the difference between $2.50 per share and 80% of the public offering price and (B) such holder’s shares of common stock received pursuant to exercise of the amended warrants, divided by (ii) 80% of the public offering price in the Offering. Based on a public offering price of $2.75 per share, 77,006 shares of common stock were issued pursuant to this provision.

Warrants

In addition to the warrants issued in conjunction with the subscription agreements, the Company issued warrants on May 15, 2014, to a service provider for 316,395 shares of common stock at an exercise price of $2.035 per share, which were valued at $99,000 and expensed. On May 15, 2014, the Company also issued a warrant to a qualified investor as a part of his convertible loan package for 343,559 shares of common stock at an exercise price of $1.85 per share, which was valued at $105,000. These warrants expire five years after the date of issuance. These warrants are immediately exercisable, and in June 2015, warrants were exercised for 54,054 shares of common stock. As of July 31, 2015, warrants exercisable for 289,505 shares of common stock remain outstanding.

In connection with the Offering, 109,091 warrants were issued to the underwriters at the public offering price of $2.75. These warrants expire five years after the date of issuance. As of July 31, 2015, all were outstanding.

Table of Contents

Convertible Note

In June 2015, the Company issued a 6% unsecured convertible note in the principal amount of $500,000 to an investor. Under the terms of the convertible note, immediately prior to the closing of the Offering, the principal amount and all accrued and unpaid interest, converted into 182,266 shares of common stock.

Equity Incentive Plan

On January 23, 2014, the Company adopted the 2014 Equity Incentive Plan, or the 2014 Plan, which permits the Company to grant stock options to directors, officers or employees of the Company or others to purchase shares of common stock of the Company through awards of incentive and nonqualified stock options, restricted stock awards and stock appreciation rights. Stock options previously issued under BioPharmX, Inc.’s 2011 Equity Incentive Plan were substituted with stock options issued under the 2014 Plan. Stock options generally vest in two to four years and expire ten years from the date of grant.

The total number of shares originally reserved and available for grant and issuance pursuant to the 2014 Plan was 2,700,000. Shares issued under the 2014 Plan are drawn from authorized and unissued shares or shares now held or subsequently acquired by the Company. On November 7, 2014, the Company increased the stock reserve available to the 2014 Plan for stock awards from 2,700,000 shares to 4,500,000 shares.

The following table summarizes the Company’s stock option activities under the 2014 Plan:

	Available for Grant		Shares		Weighted Average Exercise Per Share		Remaining Contractual Life	Aggregate Intrinsic Value
								(in thousands)
Outstanding as of January 1, 2015	1,043,000		2,689,252		$	0.91	8.58	$	5,625
Granted	(365,000	)	365,000		$	3.00
Exercised	—		(46,916	)	$	0.24
Cancelled	254,375		(254,375	)	$	1.47
Outstanding as of April 30 2015	932,375		2,752,961		$	1.14	7.41	$	5,107
Granted	(230,000	)	230,000		$	3.25
Exercised	—		(521,602	)	$	0.07
Outstanding as of July 31, 2015	702,375		2,461,359		$	1.57	8.83	$	2,053
Vested and exercisable			805,760		$	0.94	8.31	$	1,017
Vested and expected to vest			2,255,551		$	1.52	8.80	$	1,956

The following table summarizes significant ranges of outstanding and exercisable options as of July 31, 2015:

	Options Outstanding				Options Vested and Exercisable
Range of Exercise Price	Number Outstanding	Weighted Average Remaining Contractual Life (in Years)	Weighted Average Exercise Price		Number Vested and Exercisable	Weighted Average Exercise Price
$0.25 - $1.00	990,359	7.97	$	0.40	527,554	$	0.40
$1.01 - $3.00	1,241,000	9.34	$	2.19	278,206	$	2.18
$3.01 - $3.25	230,000	9.83	$	3.25	—	$	3.25
	2,461,359	8.83	$	1.57	805,760	$	1.52

The total intrinsic value of stock options exercised during the three and six months ended July 31, 2015 was $1.2 million and $1.3 million, respectively. There were no stock options exercised during the six months ended July 31, 2014.

8. STOCK-BASED COMPENSATION

The following table summarizes the stock-based compensation expenses included in our unaudited condensed consolidated statement of operations and comprehensive loss (in thousands):

	For the three months ended July 31,				For the six months ended July 31,
	2015		2014		2015		2014
Research and development	$	39	$	43	$	125	$	77
Sales and marketing	83		29		207		45
General and administrative expenses	202		139		292		204
Total	$	324	$	211	$	624	$	326

Table of Contents

The Company estimates the fair value of stock options granted using the Black-Scholes pricing model. This model also requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. For employee grants, the fair value is amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. As of July 31, 2015, total compensation costs related to unvested, but not yet recognized, stock-based awards was $2.7 million, net of estimated forfeitures. This cost will be amortized on a straight-line basis over a weighted average remaining period of 3.07 years and will be adjusted for subsequent changes in estimated forfeitures.

Valuation Assumptions

The following assumptions were used to calculate the estimated fair value of awards granted during the three and six months ended July 31, 2015:

	For the three months ended July 31,		For the six months ended July 31,
	2015		2015
Expected volatility	82.6	%	82.6	%
Expected term in years	6.0		6.0
Risk-free interest rate	1.71	%	1.62%-1.71	%
Expected dividend yield	—		—

There were no stock options granted during the six months ended July 31, 2014.

Expected Term

The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. For awards granted subject only to service vesting requirements, the Company utilizes the simplified method for estimating the expected term of the stock-based award, instead of historical exercise data.

Expected Volatility

The Company uses the historical volatility of the price of the common shares of selected public companies in the biotechnology sector due to its limited trading history.

Risk-Free Interest Rate

The Company bases the risk-free interest rate used in the Black-Scholes pricing method upon the implied yield curve currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term used as the assumption in the model.

Expected Dividend

The Company has never paid dividends on its common shares and currently does not intend to do so and, accordingly, the dividend yield percentage is zero for all periods.

9. INCOME TAXES

No federal income taxes were provided in the three and six months ended July 31, 2015 and 2014 due to the Company’s net losses. The Company evaluates its ability to recover deferred tax assets, in full or in part, by considering all available positive and negative evidence, including past operating results and its forecast of future taxable income on a jurisdictional basis. The Company bases its estimate of current and deferred taxes on the tax laws and rates that are currently in effect in the appropriate jurisdiction. Changes in laws or rates may affect the tax provision as well as the amount of deferred tax assets or liabilities.

Current tax laws impose substantial restrictions on the utilization of net operating loss and credit carry-forwards in the event of an “ownership change,” as defined by the Internal Revenue Code. If there should be an ownership change, the Company’s ability to utilize its carry-forwards could be limited.

As of July 31, 2015 and January 31, 2015, the Company has not recorded any liability for unrecognized tax benefits related to uncertain tax positions. The 2010 to 2014 tax years remain open for examination by the federal and state authorities.

Table of Contents

ITEM 2. MANAGEME NT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q and other written reports and oral statements made from time to time by the Company may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties. One can identify these forward-looking statements by their use of words such as “expect,” “plan,” “will,” “may,” “anticipate,” “believe,” “estimate,” “should,” “intend,” “forecast,” “project” the negative or plural of these words, and other comparable terminology. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address the Company’s growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from the Company’s forward-looking statements. These factors include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. The Company does not assume the obligation to update any forward-looking statement. One should carefully evaluate such statements in light of factors described in the Company’s filings with the SEC, especially the Company’s Annual Report on Form 10-K, Transitional Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q. In various filings the Company has identified important factors that could cause actual results to differ from expected or historic results. One should understand that it is not possible to predict or identify all such factors. Consequently, the reader should not consider any such list to be a complete list of all potential risks or uncertainties.

The following discussion is presented on a consolidated basis, and analyzes our financial condition and results of operations for the three and six months ended July 31, 2015 and 2014. Unless the context indicates or suggests otherwise, reference to “we”, “our”, “us” and the “Company” in this section refers to the consolidated operations of BioPharmX Corporation, as defined in Note 1 —Description of Business.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, is intended to help the reader understand our results of operations and financial condition. MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes to the financial statements and other disclosures included in this Quarterly Report on Form 10-Q. Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles and are presented in U.S. dollars.

Overview

We are a specialty pharmaceutical company focused on utilizing our proprietary drug delivery technologies to develop and commercialize novel prescription and over-the counter, or OTC, products that address large markets in women’s health and dermatology. Our objective is to develop products that treat health or age-related conditions that: (1) are not presently being addressed or treated at all or (2) are currently treated with drug therapies or drug delivery approaches that are sub-optimal. Our strategy is designed to bring new products to market by identifying optimal delivery mechanisms and/or alternative applications for FDA-approved active pharmaceutical ingredients, or APIs, and biological materials, while, in appropriate circumstances, reducing the time, cost and risk typically associated with new product development by taking advantage of the abbreviated regulatory pathway available for reformulated drugs that are bioequivalent to FDA-approved products. Our current platform technologies include innovative delivery mechanisms for molecular iodine and antibiotics.

Since our inception, we have devoted substantially all of our efforts to developing our product candidates, including conducting preclinical and clinical trials, and providing general and administrative support for these operations. We are incurring research and development costs primarily on two projects: molecular iodine and BPX01. The molecular iodine project includes an OTC dietary supplement version, or VI 2 OLET, for the alleviation of symptoms of fibrocystic breast condition, or FBC, and BPX03, a prescription drug version, for the treatment of moderate to severe, periodic breast pain associated with FBC and cyclic mastalgia. We began shipping VI 2 OLET to retailers in December 2014, although to-date we have generated a de minimis amount of revenue from product sales. We are not dependent on sales to any one customer. We have financed our operations primarily through the sale of equity and convertible debt securities. In June 2015, we raised $7.8 million through the sale of our common stock and concurrently completed an uplisting to the NYSE MKT. The proceeds from these financings through July 31, 2015, totaled $18.8 million.

Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States, or GAAP. GAAP requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and

Table of Contents

financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our condensed consolidated financial statements.

Our significant accounting policies are summarized in Note 1 of our audited consolidated financial statements which are included in our Annual Report on Form 10-K for the year ended December 31, 2014 and our Transition Report on Form 10-K for the one-month transition period ended January 31, 2015. While all of these significant accounting policies impact our financial condition and results of operations, we view the revenue recognition, inventory and stock-based compensation policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause an effect on our results of operations, financial position or liquidity for the periods presented in this report.

Change in Fiscal Year End

On March 26, 2015, our board of directors approved a change in our fiscal year end from December 31 to January 31, beginning January 31, 2015. References to any previous fiscal years mean the fiscal years ending on December 31.

Going Concern

We have a limited operating history and our prospects are subject to risks, expenses and uncertainties frequently encountered by companies in the industry. Our ability to generate income in the short-run will depend greatly on the rate of adoption and ability to establish a sustainable market for our VI 2 OLET iodine dietary supplement. We continue to progress our research and development efforts for our products, which can require significant funding. If revenues fall short of expectations or research and development efforts require higher than anticipated capital, then there may be a negative impact on our financial viability.

We have incurred recurring losses and negative cash flows from operations since inception and have funded operating losses through the sale of common stock in a public offering and the issuance of convertible notes, Series A convertible redeemable preferred stock and warrants. The accompanying condensed consolidated financial statements have been prepared assuming we will continue as a going concern.

We plan to increase working capital by managing our cash flow and expenses, securing financing and increasing revenue. Risks include, but are not limited to, the uncertainty of availability of additional financing and the uncertainty of achieving future profitability. Management intends to raise additional funds through the issuance of equity securities. There can be no assurance that such financing will be available or on terms which are favorable to us. Failure to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending could have a material adverse effect on our ability to achieve our intended business objectives. These factors raise substantial doubt about our ability to continue as a going concern. The condensed consolidated financial statements do not contain any adjustments that might result from the resolution of any of the above uncertainties.

As shown in the accompanying condensed consolidated financial statements, we incurred a net loss of $7.2 million and $3.1 million during the six months ended July 31, 2015 and 2014, respectively, and had an accumulated deficit of $17.8 million as of July 31, 2015. As of July 31, 2015, we had working capital of $3.9 million. While management believes that it has a plan to fund ongoing operations, there is no assurance that our plan will be successfully implemented.

Results of Operations

Three and six months ended July 31, 2015 and 2014

Revenue

Three months ended July 31,							Six months ended July 31,
2015		2014		Change		%	2015		2014		Change		%
(in thousands)							($ in thousands)
$	5	$	—	$	5	N/A	$	9	$	—	$	9	N/A

We recognized de minimus revenue in the three and six months ended July 31, 2015. We shipped our first product, VI 2 OLET, to online stores in December 2014, and have expanded into retail pharmacies and grocery chain outlet stores in the subsequent quarters. VI 2 OLET is a new product in the dietary supplement field. We recognize revenue on a sell-through basis since we do not have

Table of Contents

historical information to estimate product returns upon shipment and, in certain cases, revenue is recognized when product is sold by the reseller to the end-user, on a first-in first-out basis.

Cost of Goods Sold

Three months ended July 31,							Six months ended July 31,
2015		2014		Change		%	2015		2014		Change		%
$	10	$	—	$	10	N/A	$	19	$	—	$	19	N/A

Cost of goods sold includes direct costs related to the sale of our iodine dietary supplement and amortization of our intangible assets. The increase in cost of goods sold is related to the increase in recognized revenue related to our product.

Research and Development Expenses

Three months ended July 31,								Six months ended July 31,
2015		2014		Change		%		2015		2014		Change		%
$	1,141	$	623	$	518	83	%	$	2,217	$	1,163	$	1,054	91	%

The $0.5 million and $1.1 million increase for the three and six months ended July 31, 2015, respectively, compared with the same periods in fiscal year 2015 was primarily due to higher headcount-related, laboratory and regulatory expenses. We increased staffing to help with the logistics, final testing and meeting regulatory standards related to VI 2 OLET, as well as for progressing our BPX01 candidate from preclinical formulation to pilot production in preparation for Phase 2 trials.

Research and development expenses associated with our molecular iodine project for the three months ended July 31, 2015 and 2014 were approximately $326,000 and $105,000, respectively, and approximately $704,000 and $316,000 for the six months ended July 31, 2015 and 2014, respectively. We anticipate commencing a Phase 3 study in 2016 for BPX03 following the completion of patient pilot studies.

Research and development expenses for our BPX01 project for the three months ended July 31, 2015 and 2014 were approximately $746,000 and $412,000, respectively, and approximately $1.4 million and $741,000 for the six months ended July 31, 2015 and 2014, respectively. We expect to initiate our first Phase 2a clinical trial under an investigational new drug application with the FDA in the first quarter of fiscal year 2017. We expect research and development expenses related to BPX01 to continue to increase period over period, primarily due to the shift in expenses from internal to external for ramping clinical trial costs.

Sales and Marketing Expenses

Three months ended July 31,								Six months ended July 31,
2015		2014		Change		%		2015		2014		Change		%
$	1,307	$	435	$	872	200	%	$	2,388	$	649	$	1,739	268	%

The $0.9 million increase for the three months ended July 31, 2015, compared with the same period of fiscal year 2015, was primarily due to higher headcount-related and advertising expenses, partially offset by lower consulting expenses. The $1.7 million increase for the six months ended July 31, 2015, compared with the same period of fiscal year 2015, was primarily due to higher headcount-related expenses, advertising and stock-based compensation. Following the launch of VI 2 OLET, we have been focusing on increasing customer awareness of the product through advertising campaigns and participation in tradeshows, as well as by conducting consumer market research studies.

General and Administrative Expenses

Three months ended July 31,								Six months ended July 31,
2015		2014		Change		%		2015		2014		Change		%
$	1,118	$	732	$	386	53	%	$	2,144	$	1,263	$	881	70	%

The $0.4 million and $0.9 million increase for the three and six months ended July 31, 2015, respectively, compared with the same periods of fiscal year 2015, was primarily due to higher headcount-related costs, legal expenses and stock-based compensation.

Other Income (Expense)

Three months ended July 31,									Six months ended July 31,
2015		2014		Change			%		2015			2014			Change		%
$	—	$	14	$	(14	)	(100	)%	$	(436	)	$	(36	)	$	400	1,111	%

Table of Contents

The $0.4 million increase for the six months ended July 31, 2015, compared with the same period of fiscal year 2015, was due to an incremental fair value expense resulting from the modification of warrants, which was recorded in the first quarter of fiscal year 2016.

Liquidity and Capital Resources

As of July 31, 2015, we had cash and cash equivalents of $7.4 million and working capital of $3.9 million. In June 2015, we completed a public offering of common stock, which generated net proceeds of $7.8 million. We also issued an unsecured convertible note with a principal amount of $0.5 million, which was automatically converted into common stock upon our uplisting to the NYSE MKT. Our primary capital requirements are to fund working capital, including the development of our products, and any acquisitions that we make that require cash consideration or expenditures.

Net cash used for operating activities for the six months ended July 31, 2015 was $3.8 million, which primarily resulted from a net loss of $7.2 million, partially offset by non-cash expense of $1.1 million and changes in operating assets and liabilities of $2.3 million. Changes in operating assets and liabilities was primarily attributable to purchases of inventory and timing of payments to vendors. Net cash used for operating activities for the six months ended July 31, 2014 was $2.5 million, which primarily resulted from a net loss of $3.1 million, partially offset by non-cash stock-based compensation expense of $0.3 million and changes in operating assets and liabilities of $0.3 million, primarily attributable to the timing of payments to vendors.

Net cash used for investing activities for the six months ended July 31, 2015 and 2014 was primarily for the purchase of capital assets.

Net cash provided by financing activities for the six months ended July 31, 2015 was $9.9 million, which was primarily due to $7.8 million of net proceeds from the sale of common stock in our public offering, $1.5 million from the exercise of stock options and warrants and $0.5 million from the issuance of a convertible note. Net cash provided by financing activities for the six months ended July 31, 2014 was $2.8 million, which was primarily due to proceeds from the issuance of convertible redeemable preferred stock and convertible notes payable.

As of September 14, 2015, the KIP private placement has not closed and the Company has notified KIP that KIP’s obligation to pay the $2.0 million purchase price to the Company has become due and payable under the subscription agreement.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities.”

ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305(e) of Regulation S-K the Company, as a smaller reporting company, is not required to provide the information required by this item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this quarterly report. This conclusion was based on the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and ineffective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both GAAP and SEC guidelines. These material weaknesses are more fully described in Item 9A of our Form 10-K for the year ended January 31, 2015.

Changes in Internal Controls over Financial Reporting

In August, we hired a chief financial officer who has extensive public company experience and will aid in implementing secondary review procedures, among other procedures, to improve our internal control over financial reporting.

Table of Contents

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings. Our wholly-owned subsidiary, BioPharmX, Inc., is not a party to any legal proceedings. Our property and the property of BioPharmX, Inc. are not subject to any legal proceedings. We are not aware of any pending legal proceeding in which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

ITEM 1A. RISK FACTORS

The Company, as a smaller reporting company, is not required to provide the information required by this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In June 2015, one warrant holder exercised a warrant for an aggregate of 54,054 shares of common stock for an aggregate cash exercise price of $100,000.

The foregoing issuances of the equity securities were effectuated pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(a)(2) of the Securities Act, and/or Regulation D promulgated thereunder as a transaction not involving a public offering and are restricted shares as defined in the Securities Act. The Company did not engage in any general solicitation or advertising in connection with the foregoing issuances.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

Table of Contents

ITEM 6. EXHIBITS

Exhibit No.		Description
10.1		Offer letter, dated July 14, 2015, by and between BioPharmX Corporation and Greg Kitchener.
10.2		Employment Agreement, dated August 10, 2015, by and between BioPharmX Corporation and Greg Kitchener.
10.3		Notice of Inducement Option Grant and Inducement Stock Option Plan and Agreement, dated August 10, 2015, by and between BioPharmX Corporation and Greg Kitchener.
31.1		Certifications by the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certifications by the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certifications by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document.
101.SCH		XBRL Schema Document
101.CAL		XBRL Calculation Linkbase Document
101.DEF		XBRL Definition Linkbase Document
101.LAB		XBRL Label Linkbase Document
101.PRE		XBRL Presentation Linkbase Document

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

	BioPharmX Corporation
Date: September 14, 2015
	By:	/s/ James Pekarsky
		James Pekarsky
		Chief Executive Officer and Director
		(Principal Executive Officer)


	By:	/s/ Greg Kitchener
		Greg Kitchener
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

Exhibit 10.1

July 14, 2015

Greg Kitchener

Re: Offer of Employment Via email to:

Dear Greg,

BioPharmX Corporation, a Delaware corporation (the “Company”), is pleased to offer you employment on the terms and conditions stated in this letter.

Title and Salary

The Company is offering you the position of Executive Vice President of Finance, Chief Finance Officer, reporting to the Chief Executive officer. Your semimonthly rate of compensation will be $9,375.00 (or $225,000 annualized), less statutory and voluntary deductions, and paid in accordance with the Company’s standard payroll practice. This position is considered exempt for purposes of federal wage-hour law.

MBO

You will receive a one-time bonus payment in the amount of $25,000 dollars on the earlier of the six month anniversary date or raising of additional funds through a private placement offering. In addition, you will receive a one-time bonus in the amount of $50,000 upon the execution and pricing of a follow-on public offering of the company’s common stock. Payroll taxes will be withheld from these amounts.

Bonus Plan - 2015

The Company will be implementing a company-wide bonus plan at a future date. Based on the plan that has not yet been approved by our Board of Directors, your estimated annual bonus would be 35% of your annual base salary or on a pro-rata basis. As the bonus plan has not been finalized and approved, this is only an estimate based on our proposed plan.

Start Date

We would like you to begin employment with the Company by August , 2015.

1098 Hamilton Court Ÿ Menlo Park, CA 94025 Ÿ T: 650.889.5020 Ÿ F: 650.900.4130 Ÿ www.biopharmx.com

Offer Letter

July 14, 2015

Page 2 of 6

Reporting Supervisor and Location

You will report directly to Jim Pekarsky, Chief Executive Officer, at the Company’s office located at 1098 Hamilton Court, Menlo Park, CA 94025. This position may allow for remote working locations and require occasional travel. Your acceptance of this offer is your representation to us that you are unaware of anything that would prevent you from traveling.

Stock Option Grant

You will be granted an option to purchase 235,000 shares of BioPharmX Corporation’s common stock subject to ratification by the Company’s Board of Directors and current option value pricing and to begin vesting on the later of your start date or the date the Board grants the options and the options will be priced at the value of the stock at the close of business on that day. One-fourth (1/4) of the Shares subject to this Option shall vest one full calendar year following the Vesting Commencement Date and one thirty-sixth (1/36) of the remaining Shares subject to this Option shall vest on the last day of each full calendar month thereafter, until all such shares have vested, subject to Participant continuing to be a Service Provider through each such date.

Health & Other Benefits

You will be eligible for the company’s benefits program to include medical, dental and vision coverage for you and your qualified dependents. Information on these benefits will be provided on your start date.

You will also be eligible to participate in the company’s 401-k program.

Paid Time Off and Holidays

You will receive 15 days of paid time off (PTO) per year. In addition, the Company offers ten (10) paid holidays per calendar year.

Employment Eligibility

This offer is contingent upon your current eligibility to legally work in the United States. Because of federal regulations adopted in the Immigration Reform and Control Act of 1986, you will need to present documentation demonstrating that you have authorization to work in the United States upon employment by the Company. This requirement applies to U.S. citizens and non-U.S. citizens alike. Your offer and your employment with BioPharmX Corporation is contingent upon you completing form I-9 on your first day of employment and providing the necessary documents to a Company representative within three (3) days of your date of hire. This form and its List of Acceptable Documents are attached for your information.

1098 Hamilton Court Ÿ Menlo Park, CA 94025 Ÿ T: 650.889.5020 Ÿ F: 650.900.4130 Ÿ www.biopharmx.com

Offer Letter

July 14, 2015

Page 3 of 6

BioPharmX expects that you will be committing your full efforts and energies as a full time employee. Any other employment or consulting positions must be declared to BioPharmX. There must be no conflict of interest and not violate any confidentiality or intellectual property agreements. Failure to disclose any such conflicts or work will result in immediate termination from BioPharmX.

Company Confidential Information

As an employee of BioPharmX Corporation, you will have access to certain Company confidential information and you may, during the course of your employment, develop certain information or inventions which will be the property of the Company. To protect the interests of the Company, you will need to sign the Company’s standard “Non-Disclosure Agreement” attached to this offer letter as a condition of your employment. We wish to impress upon you that we do not wish you to bring with you any confidential or proprietary material of any former or current employer or to violate any other obligation to your former or current employers. Also, by signing this employment offer you agree to not directly or indirectly solicit Company employees for one (1) year after your termination date should you terminate employment with the Company.

Background Reference Checks

The Company reserves the right to conduct reference checks and/or background investigations on all of its potential employees. This employment offer and your employment with BioPharmX Corporation, therefore, are contingent upon a clearance of such a reference check and/or background investigation after the Company has received a completed and signed employment application and authorization of disclosure, which is attached to this letter.

Driving Record Check

As per the Company’s Driving Record Policy and its Automobile Usage Policy, if you use a Company vehicle or your personal vehicle on Company business (being reimbursed for mileage) you will be subject to drivers’ license and driving record checks shortly after your start date and ongoing checks every 6 months after employment. When operating vehicles on Company business, you must maintain a valid driver license and state-required minimum proof of insurance for your personal vehicle. Details will be provided to you after your start date.

Compliance with Company Policies

As an employee of the Company, you will be required to comply with all Company policies and procedures as stated in the Company’s Employee Handbook as updated from time to time or provided separately by the Company to employees, and execute acknowledgement forms that you read and understood the policies and procedures. Additionally, you will be asked to read and acknowledge the Company’s Code of Ethics. The Employee Handbook and the Code of Ethics will be provided to you

1098 Hamilton Court Ÿ Menlo Park, CA 94025 Ÿ T: 650.889.5020 Ÿ F: 650.900.4130 Ÿ www.biopharmx.com

Offer Letter

July 14, 2015

Page 4 of 6

separately and you will be required to familiarize yourself with and to comply with the Company’s policy prohibiting harassment and discrimination and the policy concerning drugs and alcohol. Violations of these policies may lead to immediate termination of employment.

Employment At Will

Your employment with the Company, should you accept this offer, will be for no specified term and may be terminated with or without cause and with or without notice by you or by the Company at any time for any reason. Any contrary representations or agreements which may have been made to you are superseded by this offer. The “at-will” nature of your employment described in this offer letter constitutes the entire agreement between you and the Company concerning the nature and duration of your employment. Although your job duties, title, compensation and benefits may change over time, the at-will term of your employment with the Company can only be changed in writing signed by you and an officer of the company.

Accepting the Employment Offer

If you wish to accept this offer, please notify me no later than July 31, 2015. Please sign both copies on the following acceptance page and return one fully executed letter to me at the address indicated below. You should keep one copy of this letter for your own records.

Greg, on behalf of the entire Management Team of BioPharmX Corporation, it is a pleasure to extend this offer to you. We look forward to working with you and are confident that you will achieve success in your new position with BioPharmX Corporation

Best Regards,

BioPharmX Corporation

/s/ Jim Pekarsky
Jim Pekarsky
CEO

1098 Hamilton Court Ÿ Menlo Park, CA 94025 Ÿ T: 650.889.5020 Ÿ F: 650.900.4130 Ÿ www.biopharmx.com

Offer Letter

July 14, 2015

Page 5 of 6

ACCEPTANCE OF EMPLOYMENT OFFER

I have read, understand, and accept the foregoing terms and conditions of my offer of employment from BioPharmX Corporation, a Delaware corporation (the “Company”). I further understand that while my job duties, title, compensation and benefits may change over time without a written modification of this agreement, the “at-will” term of my employment (i.e., my right and the Company’s right to terminate our employment relationship at any time, with or without cause) is a term of employment which cannot be altered or modified except in a writing signed by me and the Chief Executive Officer or President of the Company. I understand and agree that any contrary representation or agreements which may have been made to me are superseded by this offer and my acceptance of the same.

I verify that I am legally eligible to work in the United States and will provide current evidence of this within three (3) days of my start date.

In consideration for the offer of employment with the Company that is contained in this offer letter and accepted by me, I acknowledge that the Confidential Information of the Company is a special, valuable and unique asset of the Company. I agree at all times during my employment with the Company, and at all times after termination of such employment, not to disclose for any purpose and to keep in strict confidence and trust all of such Confidential Information. I agree during and after the period of my employment with the Company not to use, directly or indirectly, any Confidential Information other than in the course of performing duties as an employee of the Company, nor will I directly or indirectly disclose any Confidential Information or anything relating to it to any person or entity except, with the Company’s consent, as may be necessary to the performance of my duties as established from time to time by it for the protection of its Confidential Information.

As further consideration for the offer of employment with the Company that is contained in this offer letter and accepted by me, I agree that during the term of my employment and for one (1) year thereafter, I will not encourage or solicit any employee of the Company to leave the Company for any reason. However, this obligation shall not affect any responsibility I may have as an employee of the Company with respect to bona fide hiring and firing of Company personnel.

/s/ July 31, 2015		/s/ Greg Kitchener
Date
Start Date: August 10, 2015

1098 Hamilton Court Ÿ Menlo Park, CA 94025 Ÿ T: 650.889.5020 Ÿ F: 650.900.4130 Ÿ www.biopharmx.com

Exhibit 10.2

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “ Agreement ”) is made and entered into as of the 10th day of August, 2015 (the “ Effective Date ”), by and between BIOPHARMX CORPORATION , a Delaware corporation (the “ Company ”), and Greg Kitchener (the “ Executive ”), (collectively the “ Parties ”).

WITNESSETH:

WHEREAS, Executive has represented that he has the experience, background and expertise necessary to enable him to be the Company’s Executive Vice President and Chief Financial Officer ; and

WHEREAS, based on such representation, and the Company’s reasonable due diligence, the Company wishes to employ Executive as its Executive Vice President and Chief Financial Officer and Executive wishes to be so employed, in each case, upon the terms hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements herein contained, and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS . As used herein, the following terms shall have the following meanings:

1.1 “ Board ” means the Board of Directors of the Company.

1.2 “ Cause ” means (i) a determination by the Board made in good faith that Executive’s performance is unsatisfactory after there has been delivered to Executive a written demand for performance which describes the deficiencies in Executive’s performance and the manner in which Executive’s performance must be improved, and which provides thirty (30) business days from the date of notice to remedy such performance deficiencies; (ii) Executive’s conviction of or plea of nolo contendere to a felony or a crime involving moral turpitude, (iii) Executive engaging in an act of negligence or willful misconduct in the performance of his employment obligations and duties, (iv) Executive’s commission of an act of fraud or dishonesty against, material misconduct or misappropriation of property belonging to the Company; (v) Executive engaging in any other misconduct that has had or may reasonably be expected to have an adverse effect on the reputation or business of the Company or any of its subsidiaries; or (vi) Executive’s breach of the Company’s Invention Assignment and Confidentiality Agreement or any other provision of this Agreement or other misuse of the Company’s trade secrets or proprietary information.

1.3 “ Change in Control ” means (i) a sale, conveyance, exchange or transfer (excluding any venture-backed or similar investments in the Company) in which any person or entity, other than persons or entities who as of immediately prior to such sale, conveyance, exchange or transfer own securities in the Company, either directly or indirectly, becomes the beneficial owner, directly or indirectly, of securities of the Company representing more than fifty

(50%) percent of the total voting power of all its then outstanding voting securities; (ii) a merger or consolidation of the Company in which its voting securities immediately prior to the merger or consolidation do not represent, or are not converted into securities that represent, a majority of the voting power of all voting securities of the surviving entity immediately after the merger or consolidation; or (iii) a sale of substantially all of the assets of the Company or a liquidation or dissolution of the Company, provided that , with respect to any of the foregoing subsections (i), (ii), or (iii), a transaction that does not constitute a “change in control event” under Sections 1.409A-3(i)(5)(v) or 1.409A-3(i)(5)(vii) of the Treasury Regulations under Section 409A of Code will not constitute a Change in Control for purposes of this Agreement.

1.4 “ Code ” means the Internal Revenue Code of 1986, as amended.

1.5 “ Common Stock ” means the Company’s common stock, par value $.001 per share.

1.6 “ Good Reason ” means a material decrease in Executive’s then current annual Base Salary (which for purposes of this Agreement, material means a reduction by more than 10%, as compared to immediately prior to such decrease and other than in connection with a general decrease in the salary of all employees with a title of vice president or above), provided that such decrease was taken without the Executive’s written consent and, provided further , that (a) the Company receives, within thirty (30) days following such decrease, written notice from the Executive specifying the specific basis for Executive’s belief that Executive is entitled to terminate employment for Good Reason, (b) the Company fails to cure the event constituting Good Reason within thirty (30) days after receipt of such written notice thereof, and (c) the Executive terminates employment within ten days (10) days following the earlier of expiration of such cure period or receipt from the Company that such deficiencies will not be cured.

1.7 “ Separation from Service ” means a termination of employment with the Company as defined under Section 409A of the Code and as determined by the Company in its sole discretion.

2. EMPLOYMENT .

2.1 Agreement to Employ . Effective as of the Effective Date, the Company hereby agrees to employ Executive, and Executive hereby agrees to serve, subject to the provisions of this Agreement, as an officer and executive of the Company.

2.2 Duties and Schedule . Executive shall serve as the Company’s Executive Vice President and Chief Financial Officer and shall have such responsibilities as designated by the Chief Executive Officer of the Company that are not inconsistent with applicable laws, regulations and rules. Executive shall report directly to the Chief Executive Officer of the Company.

2.3 At-Will Employment . Executive and the Company understand and acknowledge that Executive’s employment with the Company constitutes “at-will” employment, and the employment relationship may be terminated at any time, with or without cause and with or without notice.

3. INVENTIONS AND PROPRIETARY INFORMATION . Executive hereby agrees to execute the Company’s Employee Invention Assignment and Confidentiality Agreement (the “ Invention Assignment and Confidentiality Agreement ”) attached hereto as Exhibit A .

4. COMPENSATION .

4.1 Salary and Bonus . While employed by the Company pursuant to this Agreement, Executive’s annual base salary shall be Two Hundred Twenty-Five Thousand United States Dollars (US $225,000) (the “ Base Salary ”), payable in accordance with the Company’s normal payroll practices. At such time as the Company adopts an employee bonus plan, as determined in its sole discretion and subject to Board approval, Executive will be eligible to receive an annual bonus in such amount and upon such terms as shall be determined by the Board. The Company shall periodically review (at least annually) Executive’s compensation and benefits, provided that any changes thereto shall be determined by the Company in its sole and absolute discretion.

4.2 Employee Benefits . Executive shall be eligible to participate in all employee benefit plans and arrangements as are made available by the Company to its other senior executives, subject to the terms and conditions thereof.

4.3 Vacation . Executive will be entitled to paid vacation and holidays pursuant to the terms of the Company’s vacation policy as may exist from time to time and in accordance with applicable U.S. law.

4.4 Business Expenses . Executive shall be reimbursed by the Company for all ordinary and necessary expenses incurred by Executive in the performance of his duties hereunder on behalf of the Company subject to the approval by the Board and pursuant to Company policy as may be in effect from time to time.

5. STOCK OPTIONS . On or following commencement of Executive’s employment and subject to approval of the Board, the Company will grant Executive an option under the Company’s 2014 Equity Incentive Plan (the “ Plan ”) to purchase Two Hundred Thirty-Five Thousand (235,000) shares of the Company’s Common Stock (the “ Option ”). The Option will have an exercise price that is no less than the fair market value of the Company’s Common Stock on the date of grant and will vest over Four (4) years, with 25% of the total number of shares subject to the Option vesting on the One (1) year anniversary of the date of grant and, the remainder vesting in equal installments on the last day of each of the Thirty-Six (36) full calendar months thereafter (the “ Vesting Schedule ”). Vesting will depend on Executive’s Continued Service as an Employee (as such terms are defined in the Plan) with the Company and will be subject to the terms and conditions of the Plan and the written Stock Option Agreement governing the Option. Shares subject to the Option shall not vest during any period in which Executive is taking a leave of absence from the Company, except as may be required by applicable law. At such time as Executive returns to regular and continuous service with the Company following the leave of absence, the Vesting Schedule applicable to the share subject to the Option shall recommence, with the total Four (4) year period of the Vesting Schedule, and One (1) year cliff (if applicable), extended by a number of days equal to the total number of days of Executive’s leave of absence. Similarly, if Executive’s schedule reduces to a less than full-

time service arrangement, the shares subject to the Option may, as determined by the Board, vest on a proportionately and commensurately slower schedule, but no later than the expiration of the Option. No fractional shares may be issued. Notwithstanding the foregoing, in the event of certain Separations from Service from the Company, the vesting of the Option will be accelerated as set forth herein.

6. TERMINATION OF EMPLOYMENT .

6.1 Termination Other Than Separation from Service without Cause or by Executive for Good Reason, in each case within Twelve (12) months following a Change in Control . In the event of any termination of Executive’s employment by the Company other than a Separation from Service without Cause or by Executive for Good Reason, in each case within Twelve (12) months following a Change in Control as set forth in Section 6.2 below, the Executive will be paid only (i) any earned but unpaid Base Salary, and (ii) other unpaid vested amounts or benefits under the compensation, incentive and benefit plans of the Company in which Executive participates, and (iii) reimbursement for all reasonable and necessary expenses incurred by Executive in connection with his performance of services on behalf of the Company in accordance with applicable Company policies and guidelines, in each case as of the effective date of such termination ((i), (ii) and (iii) collectively, the “ Accrued Compensation ”). Executive will be allowed to exercise his vested stock options to purchase Company common stock, if any, during the time period set forth in, and in accordance with, the Plan and governing stock option agreement(s).

6.2 Separation from Service Following Change in Control . In the event of the Executive’s Separation from Service without Cause or by Executive for Good Reason, in each case within Twelve (12) months following a Change in Control, and provided that Executive delivers to the Company a signed settlement agreement and general release of claims in favor of the Company in the form attached hereto as Exhibit B (the “ Release ”), and satisfies all conditions to make the Release effective, within sixty (60) days following Executive’s Separation from Service, then, in addition to the Accrued Compensation, Executive shall be entitled to the benefits as set forth below, which shall be paid on or commencing no later than the first business day following the 60 th day following Separation from Service and in compliance with the timeframe required under Section 409A as set forth in Section 7 of this Agreement:

6.2.1 Lump sum payment equal to the sum of (a) Twelve (12) months of Executive’s then current Base Salary.

6.2.2 Provided Executive timely elects to continue health coverage under COBRA, reimbursement for any monthly COBRA premium payments made by Executive in the Eighteen (18) months following Executive’s Separation from Service, provided that , if the Company determines that it cannot provide reimbursement for such continued health coverage without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or incurring additional administrative expenses due to application of applicable law, the Company shall in lieu thereof provide to Executive a taxable payment in an amount equal to Eighteen (18) months of such continued health benefits, which continued payment shall be made following such determination and regardless of whether Executive elects COBRA continuation coverage.

6.2.3 Acceleration as to One Hundred Percent (100%) of the unvested shares subject to the Option and all other Company equity awards then held by the Executive, provided, however, that in no event shall the vesting of restricted stock units, performance-based restricted stock units or long-term incentives be so accelerated if such acceleration would, as determined by the Company in good faith, cause adverse tax consequences under Section 409A of the Code.

6.2.4 No Other Obligations . Notwithstanding anything in this Agreement to the contrary, and except with respect to payment of the Accrued Compensation, the Company shall have no obligation to make any payment or offer any benefits to Executive under this Section 6.2 in the event of a termination (a) for any reason occurring prior to a Change in Control, (b) for Cause, death, disability, retirement or voluntary resignation other than for Good Reason occurring within Twelve (12) months after a Change in Control or (c) for any reason occurring after Twelve (12) months following a Change in Control.

6.3 Return of Company Property . Upon any termination of Executive’s employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his Rolodex, his personal correspondence files; and any additional personal property.

6.4 Parachute Payments . In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code, then, Executive’s severance and other benefits under this Agreement shall be payable either (i) in full, or (ii) as to such lesser amount which would result in no portion of such severance and other benefits being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 (as applicable), results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits under this Agreement.

Any reduction shall be made in the following manner: first a prorata reduction of (i) any cash payments subject to Section 409A of the Code as deferred compensation and (ii) any cash payments not subject to Section 409A of the Code, and second a prorata cancellation of (i) any equity-based compensation subject to Section 409A of the Code as deferred compensation and (ii) any equity-based compensation not subject to Section 409A of the Code. Reduction in either cash payments or equity compensation benefits shall be made prorata between and among benefits which are subject to Section 409A of the Code and benefits which are exempt from Section 409A of the Code in each case beginning with the benefits that would othewise be made last in time.

Unless the Company and Executive otherwise agree in writing, any determination required under this Section shall be made in writing by the Company’s independent public accountants (the

“ Accountants ”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 6.4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section.

7. MISCELLANEOUS .

7.1 Section 409A . To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) Executive is deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such payment or payment shall not be made or commence until the earlier of (i) the expiration of the six (6)-month period measured from the date of Executive’s “separation from service” (as such term is at the time defined in regulations under Section 409A of the Code) with the Company; or (ii) the date of Executive’s death following such separation from service; provided, however , that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive, including (without limitation) the additional twenty percent (20%) tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Executive’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule.

For purposes of this Agreement or any agreement or plan referenced herein, and notwithstanding any other provision herein, with respect to any payment that is subject to (and not exempt from) Section 409A of the Code, no payment shall be made upon disability or terminal illness unless and until such condition qualifies as a “Disability” within the meaning of Section 409A of the Code and Section 1.409A-3(i)(4) of the regulations thereunder.

Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement (or otherwise referenced herein) is determined to be subject to (and not exempt from) Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement or in kind benefits to be provided in any other calendar year, in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

To the extent that any provision of this Agreement is ambiguous as to its exemption or compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder are exempt from Section 409A to the maximum permissible extent, and for any payments where such construction is not tenable, that those payments comply with Section 409A to the maximum permissible extent. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A.

Payments pursuant to this Agreement (or referenced in this Agreement) are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A.

7.2 Arbitration . Executive and the Company agree to submit to mandatory binding arbitration, in San Mateo County, California, any and all claims arising out of or related to this agreement and Executive’s employment with the Company and the termination thereof, except that each party may, at its or his option, seek injunctive relief in court related to the improper use, disclosure or misappropriation of a party’s proprietary, confidential or trade secret information. EXECUTIVE AND THE COMPANY HEREBY WAIVE ANY RIGHTS TO TRIAL BY JURY IN REGARD TO SUCH CLAIMS. This agreement to arbitrate does not restrict Executive’s right to file administrative claims Executive may bring before any government agency where, as a matter of law, the parties may not restrict the Executive’s ability to file such claims (including, but not limited to, the National Labor Relations Board, the Equal Employment Opportunity Commission and the Department of Labor). However, Executive and the Company agree that, to the fullest extent permitted by law, arbitration shall be the exclusive remedy for the subject matter of such administrative claims. The arbitration shall be conducted through JAMS before a single neutral arbitrator, in accordance with the JAMS employment arbitration rules then in effect.

7.3 Executive’s Representation . Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound, and (ii) upon the execution and delivery of this Agreement by the Company, this Agreement (and the exhibit(s) hereto) shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he has consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

7.4 Indemnification . The Company shall indemnify Executive with respect to activities in connection with his employment hereunder to the fullest extent provided in the Company’s bylaws.

7.5 Applicable Law . Except as may be otherwise provided herein, this Agreement shall be governed by and construed in accordance with the laws of the State of California, applied without reference to principles of conflict of laws.

7.6 Amendments . This Agreement may not be amended or modified otherwise than by a written agreement executed by and between Executive and the Chairman of the Board.

7.7 Notices . All notices and other communications hereunder shall be in writing and shall be given by hand-delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

Greg Kitchener

If to the Company:

BioPharmX Corporation
1098 Hamilton Court

Menlo Park, California 94025

Fax: (650) 900-4130

With a copy to (which shall not constitute notice):

Fenwick & West LLP
801 California Street
Mountain View, CA 94041
Attn: Robert Freedman
Fax: (208) 331-7723

Or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notices and communications shall be effective when actually received by the addressee.

7.8 Withholding . The Company may withhold from any amounts payable under the Agreement, such federal, state and local income, unemployment, social security and similar employment related taxes and similar employment related withholdings as shall be required to be withheld pursuant to any applicable law or regulation.

7.9 Successors .

7.9.1 Executive . This Agreement is personal to Executive and, without the prior express written consent of the Company, shall not be assignable by Executive, except that Executive’s rights to receive any compensation or benefits under this Agreement may be transferred or disposed of pursuant to testamentary disposition, intestate succession or a qualified domestic relations order or in connection with a disability. This Agreement shall inure to the benefit of and be enforceable by Executive’s estate, heirs, beneficiaries, and/or legal representatives.

7.9.2 The Company . This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

7.10 Inventions and Patents . The Company shall be entitled to the sole benefit and exclusive ownership of any inventions or improvements in products, processes, or other things that may be made or discovered by Executive within the technological fields of interests while he is in the service of the Company, and all patents for the same. During the Term, Executive shall do all acts necessary or required by the Company to give effect to this section and, following the Term, Executive shall do all acts reasonably necessary or required by the Company to give effect to this section. In all cases, the Company shall pay all costs and fees associated with such acts by Executive.

7.11 Severability . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and any such provision which is not valid or enforceable in whole shall be enforced to the maximum extent permitted by law.

7.12 Captions . The captions of this Agreement are not part of the provisions and shall have no force or effect.

7.13 Entire Agreement . This Agreement (and the exhibit(s) hereto) contains the entire agreement among the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect thereto.

7.14 Survivorship . The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement or the Executive’s employment hereunder to the extent necessary to the intended preservation of such rights and obligations.

7.15 Waiver . Either Party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions, or prevent that party thereafter from enforcing each and every other provision of this Agreement.

7.16 Joint Efforts/Counterparts . Preparation of this Agreement shall be deemed to be the joint effort of the parties hereto and shall not be construed more severely against any party. This Agreement may be signed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

7.17 Representation by Counsel . Each Party hereby represents that it has had the opportunity to be represented by legal counsel of its choice in connection with the negotiation and execution of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF , the parties have executed this Agreement as of the day and year first above written.

EXECUTIVE:	BIOPHARMX CORPORATION
	a Delaware corporation


/s/ Greg Kitchener	By:	/s/ Jim Pekarsky

Greg Kitchener	Name: Jim Pekarsky
	Title: CEO

Exhibit 10.3

BIOPHARMX, INC.

NOTICE OF INDUCEMENT OPTION GRANT

BioPharmX, Inc. (the “ Company ”) has granted you, Greg Kitchener, (“ Participant ”) an Option to purchase Shares of Common Stock of the Company (“ Shares ”), subject to the terms and conditions of this Notice of Inducement Option Grant (the “ Notice ”) and the Inducement Option Award Agreement (the Notice and the Inducement Option Agreement, collectively, the “ Agreement ”).

Participant:		Greg Kitchener

Address:

Date of Grant :		August 10, 2015

Vesting Commencement Date :		August 10, 2015

Exercise Price per Share :		$1.67

Total Number of Shares :		235,000

Type of Option :		Non-Qualified Stock Option

Expiration Date :		10 Years from Date of Grant, August 10, 2025

Post-Termination Exercise Period :

		Voluntary Termination = 3 Months
		Termination = 3 Months
		Disability = 12 Months
		Death = 12 Months

Vesting Schedule :	Subject to the limitations set forth in the Agreement (inclusive of the Notice), the Shares subject to the Option will vest and may be exercised, in whole or in part, in accordance with the following schedule:

	25% of the Shares subject to the Option will vest and become exercisable on the first anniversary of the Vesting Commencement Date with an additional 1/36th of the remaining Shares subject to the Option vesting on the last day of each full calendar month thereafter, so long as Participant has not been Terminated prior to such date. In addition, subject to the terms of that certain Employment Agreement dated August 10, 2015 by and between the Company and Participant, as may be amended from time to time (the “ *Employment Agreement* ”) in the event of Participant’s Termination without Cause (as defined in the Employment Agreement) or by the Participant for Good Reason (as defined in the Employment Agreement), in each case within twelve (12) months following the consummation of a Change in Control (as defined in the Employment Agreement), and provided that the Participant delivers to the Company a signed Release (as defined in the Employment Agreement), and satisfies all conditions to make the Release effective, 100% of the then unvested Shares subject to the Option shall immediately vest as of the Termination Date and be exercisable. Fractional vesting will be rounded in accordance with the Company’s standard practices in its equity administration platform.

Participant acknowledges that the vesting pursuant to this Notice is earned only by continuing service as a Company employee, director or consultant. Participant also understands that this Notice is subject to the terms and conditions of the Agreement, which is incorporated herein by reference. By signing below or electronically accepting the Agreement, Participant confirms that he has read and agreed to the terms and conditions of this Agreement (inclusive of the Notice). Participant has had an opportunity to obtain the advice of counsel prior to executing the

Notice and fully understands all provisions of this Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated on the Notice.

PARTICIPANT:		BIOPHARMX, INC.

Signature:	/s/ Greg Kitchener	By:	/s/ Jim Pekarsky

Print Name:	Greg Kitchener	Its:	CEO

Date:	August 10, 2015	Date:	August 10, 2015

BIOPHARMX, INC.

INDUCEMENT STOCK OPTION PLAN AND AGREEMENT

Participant has been granted an option to purchase Shares (the “ Option ”), subject to the terms and conditions of the Notice and this Agreement.

1. Vesting Rights . Subject to the applicable provisions of this Agreement, this Option may be exercised, in whole or in part, in accordance with the schedule set forth in the Notice. In the event Participant’s Termination (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), Participant’s right to vest in the Shares subject to the Option will terminate effective as of the date that Participant is no longer actively providing services and will not be extended by any notice period (e.g., active services would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of his Option grant (including whether Participant may still be considered to be providing services while on an approved leave of absence).

2. Termination Period .

(a) General Rule . Except as provided below, this Option may be exercised for three months after Participant’s Termination with the Company or any Parent or Subsidiary. In no event shall this Option be exercised later than the Expiration Date set forth in the Notice.

(b) Death; Disability . Unless provided otherwise in the Notice, upon Participant’s Termination by reason of his Disability or death, or if a Participant dies within three months of the Termination Date, this Option may be exercised for twelve months, provided that in no event shall this Option be exercised later than the Expiration Date set forth in the Notice.

(c) Measurement Date . In the event of Participant’s Termination (whether or not in breach of local labor laws), Participant’s right to exercise the Option after Termination, if any, will be measured by the date of termination of Participant’s active services and will not be extended by any notice period mandated under employment laws in the jurisdiction where Participant is employed or terms of Participant’s employment agreement, if any).

3. Grant of Option .

(a) Basic Terms . The Participant named in the Notice has been granted an Option for the number of Shares set forth in the Notice at the exercise price per Share set forth in the Notice (the “ Exercise Price ”).

(b) Adjustment of Shares . If the number of outstanding Shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company, without consideration, then the Exercise Price of and number of Shares subject to this Agreement shall be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities laws; provided that fractions of a Share will not be issued.

(c) Modification, Extension or Renewal . The Committee may modify, extend or renew the Option and authorize the grant of new options in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant’s rights under this Agreement. Subject to the terms of Section 6(f), by written notice to Participant, the Committee may reduce the Exercise Price of the Option without the Participant’s consent; provided, however, that the Exercise Price may not be reduced below the Fair Market Value on the date the action is taken to reduce the Exercise Price.

4. Exercise of Option .

(a) Right to Exercise . This Option is exercisable during its term in accordance with the Vesting Schedule set forth in the Notice and the applicable provisions of this Agreement. In the event of Participant’s death,

A- 1

Disability, Termination for Cause or other Termination, the exercisability of the Option is governed by the applicable provisions of this Agreement (inclusive of the Notice).

(b) Method of Exercise . This Option is exercisable by delivery of an exercise notice (the “ Exercise Notice ”), which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “ Exercised Shares ”). The Exercise Notice shall be delivered in person, by mail, via electronic mail or facsimile or by other authorized method to the Secretary of the Company or other person designated by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price.

(c) Securities Law . No Shares shall be issued pursuant to the exercise of this Option unless such issuance and exercise complies with all relevant provisions of securities law and the requirements of any stock exchange or quotation service upon which the Shares are then listed. Assuming such compliance, for tax purposes the Exercised Shares shall be considered transferred to the Participant on the date the Option is exercised with respect to such Exercised Shares.

(d) Limitations on Exercise . The Committee may specify a minimum number of Shares that may be purchased on any exercise of the Option, provided that such minimum number will not prevent the Participant from exercising the Option for the full number of Shares for which it is then exercisable.

5. Method of Payment . Unless provided otherwise by the Company, in its sole discretion, or in the Appendix, payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Participant:

(a) cash;

(b) check;

(c) by consideration received by the Company pursuant to a broker-assisted or other cashless exercise program implemented by the Company; or

(d) other method authorized by the Company.

6. Restrictions .

(a) Non-Transferability . This Option may not be transferred in any manner other than by will or by the laws of descent or distribution or court order and may be exercised during the lifetime of Participant only by the Participant unless otherwise permitted by the Committee on a case-by-case basis. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Participant.

(b) Voting and Dividends . No Participant will have any of the rights of a stockholder with respect to any Shares until the Shares are issued to the Participant. After Shares are issued to the Participant, the Participant will be a stockholder and have all the rights of a stockholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares.

(c) Certificates . All certificates for Shares will be subject to such stock transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation system upon which the Shares may be listed or quoted.

(d) Escrow; Pledge of Shares . To enforce any restrictions on a Participant’s Shares, the Committee may require the Participant to deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee, appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated, and the Committee may cause a legend or legends referencing such restrictions to be placed on the certificates. If Participant is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under this Agreement, he will be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment of the Participant’s obligation to the Company under the promissory note; provided,

A- 2

however, that the Committee may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the Company will have full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant’s Shares or other collateral. In connection with any pledge of the Shares, the Participant will be required to execute and deliver a written pledge agreement in such form as the Committee will from time to time approve. The Shares purchased with the promissory note may be released from the pledge on a pro rata basis as the promissory note is paid.

(e) Insider Trading Policy . Participant shall comply with any policy adopted by the Company from time to time covering transactions in the Company’s securities by employees, officers and/or directors of the Company.

(f) Repricing; Exchange and Buyout of Awards . Without prior stockholder approval, the Committee may (a) reprice the Option (and where such repricing is a reduction in the Exercise Price of outstanding Options, the consent of Participant is not required provided written notice is provided to him), and (b) with the consent of the Participants (unless not required pursuant to Section 3(c) of this Agreement), pay cash or issue new awards in exchange for the surrender and cancellation of the Option, or any portion thereof.

7. Term of Option . This Option shall in any event expire on the expiration date set forth in the Notice, which date is 10 years after the Date of Grant.

8. Tax Obligations . Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the “ Employer ”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax related items related to Participant’s Option and legally applicable to Participant (“ Tax-Related Items ”), is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to the relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(a) withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer;

(b) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization) without further consent;

(d) any other arrangement approved by the Company.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent.

Finally, Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of this Agreement that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the

A- 3

proceeds of the sale of Shares if Participant fails to comply with his obligations in connection with the Tax-Related Items.

9. Acknowledgement of Nature of the Grant . The Company and Participant agree that the Option is granted under and governed by this Agreement. Participant acknowledges receipt of a copy of the Option prospectus, represents that Participant has carefully read and is familiar with the Option and hereby accepts the Option subject to all of the terms and conditions set forth in this Agreement. Participant further acknowledges, understands and agrees that:

(a) the grant of the Option is voluntary and does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options;

(b) the Option grant shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent, Subsidiary or affiliate of the Company, and shall not interfere with the ability of the Company, the Employer or any Parent, Subsidiary or affiliate of the Company, as applicable, to terminate Participant’s employment or service relationship (if any);

(d) the Option and any Shares acquired hereunder are not intended to replace any pension rights or compensation;

(e) the Option and any Shares acquired hereunder and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(f) the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty;

(g) if the underlying Shares do not increase in value, the Option will have no value;

(h) if Participant exercises the Option and acquires Shares, the value of such Shares of may increase or decrease in value, even below the Exercise Price;

(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from Participant’s Termination (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, its Parent, or any of its Subsidiaries or affiliates or the Employer, waives his ability, if any, to bring any such claim, and releases the Company, its Parent, Subsidiaries and affiliates and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; and

(j) unless otherwise provided by the Company in its discretion, the Option and the benefits evidenced by this Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any Corporate Transaction affecting the Shares;

10. No Advice Regarding Grant . The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding this Option or Participant’s acquisition or sale of the underlying Shares. Participant is hereby advised to consult with his own personal tax, legal and financial advisors regarding this Option before taking any action.

11. Data Privacy . Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this Agreement and any other Option grant materials by and among, as applicable, the Employer, the Company and its Parent, Subsidiaries and

A- 4

affiliates for the exclusive purpose of implementing, administering and managing this Agreement and Participant’s Option.

Participant understands that the Company and the Employer may hold certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing this Agreement.

Participant understands that Data will be transferred to a designated broker or such other stock administrator as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Option and this Agreement. Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections than Participant’s country. Participant understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his local human resources representative. Participant authorizes the Company, its designed broker and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Option to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and managing Participant’s Option and this Agreement. Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s Option and this Agreement. Participant understands that if he or she resides outside the United States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his local human resources representative. Further, Participant understands that he or she is providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke his consent, his employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing Participant’s consent is that the Company would not be able to grant or maintain the Option. Therefore, Participant understands that refusing or withdrawing his consent may affect Participant’s Option. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that he or she may contact his local human resources representative.

12. Entire Agreement; Enforcement of Rights . This Agreement (inclusive of the Notice) constitutes the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between the parties. Any prior agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. The Committee may at any time amend this Agreement in any respect, provided, however, that the Committee will not, without the approval of the Participant, amend this Agreement in any manner that impairs the rights of Participant. Other than modifications or amendments to this Agreement covered by the foregoing sentence, no modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the parties to this Agreement. Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach by Participant.

13. Compliance with Laws and Regulations . Notwithstanding any other provision hereunder, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any Shares issuable upon exercise of the Option prior to the completion of any registration or qualification of the Shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. SEC or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. Participant understands that the Company is under no obligation to register or qualify the Shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, Participant agrees that the Company shall have unilateral authority to amend the Agreement without Participant’s consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares.

A- 5

14. Governing Law and Venue; Severability . If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with its terms. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. For purposes of any action, lawsuit or other proceedings brought to enforce this Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the courts of San Mateo County, California, or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.

15. Electronic Delivery and Acceptance . The Company may, in its sole discretion, decide to deliver by electronic means any documents, including prospectuses required by the Securities and Exchange Commission, U.S. financial reports of the Company, other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements) and other communications or information, related to this Agreement. Participant hereby consents to receive such documents by electronic delivery and agrees to the administration of this Agreement on-line or on an electronic system established and maintained by the Company or a third party designated by the Company. Participant acknowledges that Participant may receive from the Company a paper copy of any documents delivered electronically at no cost if Participant contacts the Company. Participant further acknowledges that Participant will be provided with a paper copy of any documents delivered electronically if electronic delivery fails. Participant understands that Participant must provide on request to the Company or any designated third party a paper copy of any documents delivered electronically if electronic delivery fails. Participant understands that Participant’s consent may be revoked or changed, including any change in the electronic mail address to which documents are delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revised or revoked consent. Finally, Participant understands that Participant has consented to electronic delivery under this Section 13 even though Participant is not required to consent to electronic delivery.

16. Imposition of Other Requirements . The Company reserves the right to impose other requirements on the Option and on any Shares acquired upon exercise of the Option, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

17. Administration . Subject to the general purposes, terms and conditions of this Agreement, and to the direction of the Board, the Committee will have full power to implement and carry out this Agreement, and will have the authority to (a) construe and interpret this Agreement, (b) prescribe, amend and rescind rules and regulations relating to this Agreement, (c) determine the Fair Market Value in good faith, if necessary, (d) determine whether this Option will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other awards or incentive or compensation plans of the Company or any Parent or Subsidiary of the Company, (e) grant waivers of conditions hereunder, (f) correct any defect, supply any omission or reconcile any inconsistency hereunder, (g) determine whether the Option is vested, (h) determine the terms and conditions of any, and to institute any Exchange Program, and (i) make all other determinations necessary or advisable for the administration of this Agreement. Any determination made by the Committee with respect to this Option or Agreement shall be made in its sole discretion on the Date of Grant or, unless in contravention of any express term of this Agreement, at any later time, and such determination shall be final and binding on the Company and all persons having an interest in the Option. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or Company to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on the Company and the Participant.

18. Corporate Transactions . In the event of a Corporate Transaction, the Option may be assumed or replaced by the successor corporation, which assumption or replacement shall be binding on Participant. In the alternative, the successor corporation may substitute an equivalent award or provide substantially similar consideration to Participant as was provided to stockholders (after taking into account the existing provisions of the Option). The successor corporation may also issue, in place of outstanding Shares of the Company held by the Participant, substantially similar shares or other property subject to repurchase restrictions no less favorable to the Participant. In the event such successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute the Option, as provided above, pursuant to a Corporate Transaction, then notwithstanding any other provision in this Agreement to the contrary, such Option will expire on such transaction at such time and on such conditions as the

A- 6

Board will determine; the Board (or, the Committee, if so designated by the Board) may, in its sole discretion, accelerate the vesting of the Shares subject to the Option in connection with a Corporate Transaction. In addition, in the event such successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute this Option, as provided above, pursuant to a Corporate Transaction, the Committee will notify the Participant in writing or electronically that such Option will be exercisable for a period of time determined by the Committee in its sole discretion, and such Option will terminate upon the expiration of such period.

19. Definitions . In addition to the terms defined elsewhere in the Agreement (inclusive of the Notice), the following definitions shall apply:

(a) “ Board ” means the Board of Directors of the Company.

(b) “ Common Stock ” means the common stock of the Company.

(c) “ Committee ” means the Compensation Committee of the Board or those persons to whom administration of this Agreement, or part of this Agreement, has been delegated as permitted by law.

(d) “ Code ” means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

(e) “ Corporate Transaction ” means the occurrence of any of the following events: (a) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) or “group” (two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, or disposing of the applicable securities referred to herein) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then-outstanding voting securities; (b) the consummation of the sale or other disposition by the Company of all or substantially all of the Company’s assets; (c) the consummation of a merger, reorganization, consolidation or similar transaction or series of related transactions of the Company with any other corporation, other than a merger, reorganization, consolidation or similar transaction (or series of related transactions) which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least a majority of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger, reorganization, consolidation or similar transaction (or series of related transactions), or (d) any other transaction which qualifies as a “corporate transaction” under Section 424(a) of the Code wherein the stockholders of the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of the Company).

(f) “ Disability ” means total and permanent disability as defined in Section 22(e)(3) of the Code.

(g) “ Exchange Program ” means a program pursuant to which outstanding awards are surrendered, cancelled or exchanged for cash, the same type of awards or a different award (or combination thereof).

(h) “ Fair Market Value ” means, as of any date, the value of a share of the Company’s Common Stock determined as follows: (i) if such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal or such other source as the Board or the Committee deems reliable; (ii) if such Common Stock is publicly traded but is neither listed nor admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported in The Wall Street Journal or such other source as the Board or the Committee deems reliable; or (iii) if none of the foregoing is applicable, by the Board or the Committee in good faith.

(i) “ Parent ” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of such corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(j) “ SEC ” means the United States Securities and Exchange Commission.

A- 7

(k) “ Subsidiary ” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(l) “ Termination ” or “ Terminated ” means that the Participant has for any reason ceased to provide services as an employee, officer, director, consultant, independent contractor or advisor to the Company or a Parent or Subsidiary of the Company. Participant will not be deemed to have ceased to provide services in the case of (i) sick leave, (ii) military leave, or (iii) any other leave of absence approved by the Committee; provided, that such leave is for a period of not more than 90 days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute or unless provided otherwise pursuant to formal policy adopted from time to time by the Company and issued and promulgated to employees in writing. In the case of any employee on an approved leave of absence, the Committee may make such provisions respecting suspension of vesting of the Shares subject to the Option while on leave from the employ of the Company or a Parent or Subsidiary of the Company as it may deem appropriate, except that in no event may an Option be exercised after the expiration of the term set forth in the Notice. The Committee will have sole discretion to determine whether a Participant has ceased to provide services and the effective date on which the Participant ceased to provide services (the “ Termination Date ”).

A- 8

Exhibit 31.1

CERTIFICATION

I, James Pekarsky, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of BioPharmX Corporation;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

(4) I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter (the company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

(5) I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: September 14, 2015	/s/ James Pekarsky
	James Pekarsky
	Chief Executive Officer and Director
	(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, Greg Kitchener, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of BioPharmX Corporation;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: September 14, 2015

/s/ Greg Kitchener

Greg Kitchener

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Form 10-Q of BioPharmX Corporation (the “Company”) for the fiscal quarter ended July 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), James Pekarsky, Chief Executive Officer of the Company, and Greg Kitchener, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 14, 2015
	/s/ James Pekarsky
	James Pekarsky
	Chief Executive Officer
	(Principal Executive Officer)

	/s/ Greg Kitchener
	Greg Kitchener
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)