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: August 27, 2018
(Date of earliest event reported)
BIOPHARMX CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-37411 | 59-3843182 | |
(Commission File Number) | (IRS Employer Identification No.) |
1505 Adams Drive, Suite D Menlo Park, California |
94025 |
|
(Address of Principal Executive Offices) | (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):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company | ¨ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ¨ |
Item 2.02 | Results of Operations and Financial Condition |
On August 30, 2018, BioPharmX Corporation (the “ Company ”) issued a press release announcing its financial results and certain other information for the quarter ended July 31, 2018. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02, including Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document filed by the Company with the Securities and Exchange Commission, whether made before or after the date of this Current Report on Form 8-K, regardless of any general incorporation language in such filing (or any reference to this Current Report on Form 8-K generally), except as shall be expressly set forth by specific reference in such filing.
Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On August 27, 2018, the Company received notification (the “ Deficiency Letter ”) from the NYSE American LLC (“ NYSE American ”) that the Company was not in compliance with certain NYSE American continued listing standards (the “ Listing Standards ”). The Deficiency Letter stated that the Company’s shares of common stock had been selling for a low price per share for a substantial period of time. Pursuant to Section 1003(f)(v) of the NYSE American Company Guide, the NYSE American staff determined that the Company’s continued listing is predicated on it effecting a reverse stock split of its common stock or otherwise demonstrating sustained price improvement within a reasonable period of time, which the staff determined to be until February 27, 2019.
The Company intends to regain compliance with the Listing Standards by undertaking a measure or measures in the best interests of the Company and its stockholders, including potentially effecting the reverse stock split approved by the Company’s stockholders. As disclosed on the Company’s Current Report on Form 8-K, dated August 17, 2018, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation, which would effect a reverse stock split of its Common Stock at a ratio of not less than 1-for-2 and not greater than 1-for-25, with the exact ratio to be set within that range at the discretion of the Company’s board of directors before August 14, 2019, without further approval or authorization of the Company’s stockholders.
The Company’s common stock will continue to be listed on the NYSE American while it attempts to regain compliance with the Listing Standards, subject to the Company’s compliance with other continued listing requirements, as described in prior filings. The Deficiency Letter does not affect the Company’s business operations or its Securities and Exchange Commission reporting requirements.
Item 9.01 | Financial Statements and Exhibits |
(d)
Exhibit No. | Description |
99.1 | Press Release dated August 30, 2018 |
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.
BIOPHARMX CORPORATION | ||||
Date: August 30, 2018 | By: | /s/ Greg Kitchener | ||
Name: | Greg Kitchener | |||
Title: | Chief Financial Officer |
Exhibit 99.1
BioPharmX Reports Second Quarter 2019 Financial Results
MENLO PARK, Calif., Aug. 30, 2018 /PRNewswire/ -- BioPharmX Corporation (NYSE American: BPMX), a specialty pharmaceutical company developing products for the dermatology market, today reports financial results for the quarter ended July 31, 2018.
"This quarter has been filled with significant progress for the company," said Anja Krammer, BioPharmX president and co-founder. "In acne, the FDA granted a CARC waiver, potentially shaving years off of additional dermal carcinogenicity studies for BPX-01 1 , and in rosacea, we received IRB approval to begin the BPX-04 1 phase 2 program. To help guide these development programs, we also formed a Special Advisory Council consisting of experts across a variety of fields. Additionally, this quarter saw our third patent awarded this year, underscoring the value of the HyantX™ delivery system."
Second Quarter Financial Results
For the second quarter ended July 31, 2018, total operating expenses were $4.5 million, compared with total operating expenses of $4.3 million in the prior fiscal year's second quarter.
Net loss for the quarter ended July 31, 2018 was $4.4 million, or $0.02 per share, compared with a net loss of $3.7 million, or $0.05 per share, during the prior fiscal year's second quarter.
Excluding stock-based compensation expense and the impact of the change in the fair value of the warrant liability, non-GAAP net loss for the quarter ended July 31, 2018 was $4.0 million, or $0.02 per share of common stock. During the second quarter of the prior fiscal year, the comparable non-GAAP net loss was $3.7 million, or $0.05 per share.
Cash and cash equivalents as of July 31, 2018, were $6.6 million.
NYSE American Compliance
On August 27, 2018, the company received a deficiency letter from NYSE American LLC ("NYSE American") stating that the company is not in compliance with the continued listing standards as set forth in Section 1003(f)(v) of the NYSE American Company Guide ("Company Guide"). The letter states that because the company's common stock had been selling for a low price per share for a substantial period of time, the company is not in compliance with Section 1003(f)(v) of the Company Guide. The NYSE American staff determined that the company's continued listing is predicated on demonstrating sustained price improvement or it effecting a reverse stock split of its common stock within a reasonable period of time, which the staff determined to be until February 27, 2019. In the interim, the company's common stock will continue to be listed on the NYSE American
while it attempts to regain compliance with the listing standards, subject to the company's compliance with other continued listing requirements. The letter does not affect the company's business operations or its Securities and Exchange Commission reporting requirements.
About BioPharmX® Corporation
BioPharmX Corporation (NYSE American: BPMX) is a Silicon Valley-based specialty pharmaceutical company that seeks to provide products through proprietary platform technologies for prescription, over-the-counter and supplement applications in the health and wellness markets, including dermatology and women's health. To learn more about BioPharmX, visit www.BioPharmX.com.
Use of Non-GAAP Measures
BioPharmX Corporation has supplemented its reported GAAP financial information with non-GAAP measures, non-GAAP net loss, and non-GAAP net loss per share, that do not include stock-based compensation expense and the impact of changes in the fair value of the warrant liability. The presentation of this additional information is not meant to be considered in isolation or as a substitute for results prepared in accordance with GAAP. Management uses the non-GAAP information internally to evaluate its ongoing business, operational performance and cash requirements and believes these non-GAAP measures are useful to investors as they provide the same basis for evaluating BioPharmX Corporation's performance as applied by management.
BioPharmX Corporation has provided a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure. These non-GAAP measures may be different from non-GAAP measures used by other companies, including peer companies, and therefore, comparability may be limited. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. BioPharmX Corporation believes that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with its results of operations as determined in accordance with GAAP and that these measures should be considered in addition to, not as a substitute for or in isolation from, measures prepared in accordance with GAAP. BioPharmX Corporation encourages investors and others to review the company's financial information in its entirety and not rely on a single financial measure.
Stock-based compensation expenses represent non-cash charges related to equity awards granted by BioPharmX Corporation. The change in fair value of the warrant liability results from the periodic revaluing of the warrant liability. Although these are recurring charges to BioPharmX Corporation's operations, management believes the measurement of these amounts can vary considerably from period to period and depend substantially on factors that are not a direct consequence of operating performance that is within management's control. Thus, management believes that excluding these charges from non-GAAP net loss and non-GAAP net loss per share facilitates comparisons of BioPharmX Corporation's operational performance in different periods, as well as with similarly determined non-GAAP financial measures of comparable companies.
Forward-Looking Statement
This press release contains forward-looking statements related to the company's plans or developments that involve risks, uncertainties and assumptions, and are subject to the "safe harbor" of the Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as "plan," "expect," "believe," "intend," "should," "may" or similar expressions. Important factors that could cause actual results to differ materially than those expressed or implied in such statements include, but are not limited to, the time necessary to complete studies for BPX-01, the timing and enrollment for phase 2 of the BPX-04 study, the company's ability to obtain patent protection and defend its intellectual property and the company's ability to regain compliance with the requirements of the NYSE American
and maintain its listing in the future. Additional risks are set forth in the company's filings with the Securities and Exchange Commission, including those described in the company's Quarterly Report on Form 10-Q for the most recent fiscal quarter. The forward-looking statements included in this news release are made only as of the date hereof, and the company undertakes no obligation to publicly update such statements.
BioPharmX is a registered trademark of BioPharmX, Inc.
1 Caution: BPX-01 and BPX-04 are new drugs limited by U.S. law to investigational use.
BIOPHARMX CORPORATION |
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS |
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(in thousands, except per share amounts; unaudited) |
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Three Months Ended |
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Six Months Ended |
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July 31, |
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July 31, |
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2018 |
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2017 |
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2018 |
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2017 |
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Revenues, net |
$ 24 |
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$ 17 |
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$ 42 |
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$ 36 |
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Cost of goods sold |
13 |
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9 |
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20 |
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20 |
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Gross margin |
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11 |
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8 |
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22 |
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16 |
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Operating expenses |
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Research and development |
2,730 |
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2,413 |
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5,057 |
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5,354 |
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Sales and marketing |
566 |
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586 |
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1,167 |
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1,383 |
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General and administrative |
1,182 |
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1,280 |
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2,628 |
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2,583 |
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Total operating expenses |
4,478 |
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4,279 |
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8,852 |
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9,320 |
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Loss from operations |
(4,467) |
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(4,271) |
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(8,830) |
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(9,304) |
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Change in fair value of warrant liability |
23 |
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525 |
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(43) |
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161 |
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Other income, net |
34 |
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5 |
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63 |
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6 |
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Loss before provision for income taxes |
(4,410) |
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(3,741) |
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(8,810) |
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(9,137) |
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Provision for income taxes |
- |
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- |
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2 |
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1 |
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Net and comprehensive loss |
$ (4,410) |
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$ (3,741) |
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$ (8,812) |
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$ (9,138) |
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Net loss per share |
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Basic and diluted |
($0.02) |
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($0.05) |
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($0.05) |
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($0.13) |
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Shares used in computing net loss per share |
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Basic and diluted |
191,325 |
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74,357 |
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185,616 |
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71,069 |
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BIOPHARMX CORPORATION |
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CONDENSED CONSOLIDATED BALANCE SHEETS |
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(in thousands, unaudited) |
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July 31, |
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January 31, |
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2018 |
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2018 |
Assets |
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Current assets: |
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Cash and cash equivalents |
$ 6,581 |
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$ 7,576 |
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Accounts receivable, net |
16 |
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7 |
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Inventories |
13 |
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10 |
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Prepaid expenses and other current assets |
680 |
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388 |
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Total current assets |
7,290 |
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7,981 |
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Property and equipment, net |
141 |
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109 |
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Total assets |
$ 7,431 |
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$ 8,090 |
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Liabilities and Stockholders' Equity |
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Current liabilities: |
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Accounts payable |
$ 1,526 |
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$ 1,376 |
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Accrued expenses and other current liabilities |
1,528 |
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1,603 |
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Total current liabilities |
3,054 |
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2,979 |
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Long-term liabilities |
114 |
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39 |
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Total liabilities |
3,168 |
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3,018 |
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Stockholders' equity |
4,263 |
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5,072 |
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Total liabilities and stockholders' equity |
$ 7,431 |
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$ 8,090 |
CONTACT: For further information, Nina Brauer, Senior Manager, Marketing & Communications, nbrauer@biopharmx.com, (650) 889-5030 or Investors, investors@biopharmx.com