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 6, 2018
(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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1505 Adams Drive, Suite D Menlo Park, California |
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12) |
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Pre‑commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b)) |
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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.
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Emerging growth company |
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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 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year .
(a)
On March 6, 2018, 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 8,485 shares of unissued Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Convertible Preferred Stock”). The Series A Convertible Preferred Stock had been designated pursuant to the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock filed with the Delaware Secretary of State on November 22, 2016. Upon filing the Certificate of Elimination, the 8,485 shares of Series A Convertible 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. |
Description |
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3.1 |
Certificate of Elimination of Certificate of Designation of Preferences and Rights and Limitations of Series A Convertible Preferred Stock of BioPharmX Corporation |
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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 9, 2018 |
By: |
/s/ Greg Kitchener |
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Name: |
Greg Kitchener |
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Title: |
Chief Financial Officer |
Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF
CERTIFICATE OF DESIGNATION OF PREFERENCES AND RIGHTS AND LIMITATIONS
OF
SERIES A CONVERTIBLE 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:
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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 10,000 shares of Series A Convertible Preferred Stock, par value $0.001 per share, as evidenced by the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “ Series A Certificate of Designation ”) with respect to such Series A Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on November 22, 2016. |
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2. No shares of Series A Convertible Preferred Stock are outstanding and none will be issued subject to the Series A Certificate of Designation governing such Series A Convertible Preferred Stock. |
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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 Convertible 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 of Elimination 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 A, 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 Convertible 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 Board hereby ratifies, confirms, approves and adopts all actions previously taken by officers or directors of the Corporation that are approved by the foregoing resolutions.
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.
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4. In accordance with Section 151(g) of the DGCL, the shares that were designated as Series A Convertible Preferred Stock are hereby returned to the status of authorized but unissued shares of the Preferred Stock of the Corporation, 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 6th day of March 2018.
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BIOPHARMX CORPORATION |
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By: |
/s/ Anja Krammer |
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Name: |
Anja Krammer |
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Title: |
President |