UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: March 17, 2016
(Date of earliest event reported)
BIOPHARMX CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-37411 |
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59-3843182 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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1098 Hamilton Court
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94025 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
(650) 889-5020
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03. Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.
(a)
On March 17, 2016, BioPharmX Corporation, a Delaware corporation (the “Company”), filed with the Secretary of State of the State of Delaware a Certificate of Elimination (the “Certificate of Elimination”), with respect to 5,500,000 shares of unissued Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”). The Series A Preferred Stock had been designated pursuant to the Amended and Restated Designations, Preferences and Rights of Series A Preferred Stock filed with the Delaware Secretary of State on May 11, 2015. Upon filing the Certificate of Elimination, the 5,500,000 shares of Series A Preferred Stock were returned to the status of authorized but unissued shares of preferred stock of the Company, without designation as to series or rights, preferences, privileges or limitations.
The foregoing summary of the Certificate of Elimination is qualified in its entirety by reference to the full text of the Certificate of Elimination, which is set forth as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d)
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Exhibit No. |
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Description |
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3.1 |
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Certificate of Elimination of Certificate of Designations, Preferences and Rights of Series A Preferred Stock of BioPharmX Corporation |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BIOPHARMX CORPORATION |
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Date: March 18, 2016 |
By: |
/s/ JAMES R. PEKARSKY |
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Name: |
James R. Pekarsky |
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Title: |
Chief Executive Officer and Chairman of the Board of Directors |
Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A PREFERRED STOCK
OF
BIOPHARMX CORPORATION
Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware
BioPharmX Corporation (the “ Corporation ”), a corporation organized and existing under the laws of the State of Delaware, certifies as follows:
1. Pursuant to Section 151 of the General Corporation Law of the State of Delaware (the “ DGCL ”) and the authority granted in the Corporation’s Certificate of Incorporation, the Corporation duly adopted, authorized and designated 5,500,000 shares of Series A Preferred Stock, as evidenced by the Amended and Restated Designations, Preferences and Rights of Series A Preferred Stock (the “ Series A Certificate of Designation ”) with respect to such Series A Preferred Stock filed with the Secretary of State of the State of Delaware on May 11, 2015.
2. No shares of Series A Preferred Stock are outstanding and none will be issued subject to the Series A Certificate of Designation governing such Series A Preferred Stock.
3. Pursuant to the authority conferred upon the Board of Directors of the Corporation by the Corporation’s Certificate of Incorporation, and acting in accordance with the provisions of the DGCL, the Board of Directors adopted the following resolutions:
NOW, THEREFORE, BE IT RESOLVED, that none of the authorized shares of Series A Preferred Stock are outstanding, and none will be issued subject to the Series A Certificate of Designation.
RESOLVED FURTHER, that the officers of the Corporation be, and each of them individually hereby is, authorized and directed in the name and on behalf of the Corporation to file a certificate pursuant to Section 151(g) of the DGCL with the office of the Secretary of State of the State of Delaware, in substantially the form attached hereto as Exhibit B, setting forth a copy of these resolutions whereupon all matters set forth in the Series A Certificate of Designation shall be eliminated from the Corporation’s Certificate of Incorporation and the shares of the Series A Preferred Stock shall resume the status of authorized and unissued shares of preferred stock of the Corporation, without designation as to series.
RESOLVED FURTHER, that the officers of the Corporation be, and each of them individually hereby is, authorized and directed in the name and on behalf of the Corporation to take all other actions and to execute and deliver such other documents, in addition to those set forth in the foregoing resolutions, as they may deem necessary or advisable in order to effect the purposes of the foregoing resolutions, and that all such actions heretofore so taken be, and they hereby are, in all respects ratified, confirmed and approved.
4. In accordance with Section 151(g) of the DGCL, the shares that were designated as Series A Preferred Stock are hereby returned to the status of authorized but unissued shares of the Preferred Stock of the Company, without designation as to series.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be executed by its duly authorized officer as of this 10th day of March, 2016.
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BIOPHARMX CORPORATION |
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By: |
/s/ James Pekarsky |
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James Pekarsky |
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Chief Executive Officer and Chairman
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