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: January 30, 2019
(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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15
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115 Nicholson Lane San Jose, California |
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95134 |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d)
On January 30, 2019, the Board of Directors (the “Board”) of BioPharmX Corporation (the “Company”) authorized an increase in the number of members of the Board from four to five. To fill the vacancy as a result of this increase, the Board appointed R. Todd Plott, M.D. to serve as director on the Board, effective as of February 1, 2019, until his successor is elected and qualified or until his earlier resignation or removal in the manner provided for in the Company’s Bylaws. Dr. Plott will serve on the compensation and nominating and governance committees.
Dr. Plott will receive annual compensation payable in cash or equity of $56,000 in consideration for his service on the Board. On February 1, 2019, Dr. Plott was also granted options to purchase an aggregate of 418,000 shares of the Company’s common stock under the Company’s 2016 Equity Incentive Plan, consisting of (1) options to purchase 333,000 shares of common stock at an exercise price of $0.11 per share, or the closing price of the Company’s common stock on the NYSE American on the grant date, including options to purchase 133,000 shares of common stock which will vest and become exercisable as to 1/4 th of such shares each month after the date of grant over a four-month period and options to purchase 200,000 shares of common stock which will vest and become exercisable as to 1/24 th of such shares each month after the date of grant over a two-year period and (2) options to purchase 85,000 shares of common stock at an exercise price of $0.20 per share, including options to purchase 34,000 shares of common stock which will vest and become exercisable as to 1/4 th of such shares each month after the date of grant over a four-month period and options to purchase 51,000 shares which will vest and become exercisable as to 1/24 th of such shares each month after the date of grant over a two-year period.
The Company also intends to enter into its standard form of indemnification agreement with Dr. Plott. A form of the indemnification agreement was previously filed by the Company as Exhibit 10.16 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on May 14, 2015.
There is no arrangement or understanding between Dr. Plott and any other person pursuant to which Dr. Plott was appointed as a director of the Company. There are also no family relationships between Dr. Plott and any director or executive officer of the Company, and Dr. Plott has no direct or indirect material interests in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The Company issued a press release announcing Dr. Plott’s appointment to the Board on February 4, 2019, a copy of which is attached to this Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d)
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Exhibit No. |
Description |
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99.1 |
Press release by BioPharmX Corporation dated February 4, 2019. |
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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: February 4, 2019 |
By: |
/s/ David Tierney |
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Name: |
David Tierney |
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Title: |
Chief Executive Officer |
Press Release
BioPharmX Strengthens Board of Directors with Appointment of Industry Veteran Dr. R. Todd Plott
Dr. R. Todd Plott, developer of SOLODYN™, ZIANA™, and NORITATE™, becomes company’s third independent director
SAN JOSE, Calif., Feb. 4, 2019 -- BioPharmX Corporation (NYSE American: BPMX), a specialty pharmaceutical company focused on developing innovative medical dermatology products, today announced the appointment of veteran pharmaceutical developer R. Todd Plott, M.D., as an independent director.
Dr. Plott is a board-certified dermatologist with 30 years of experience; 16 years of which were spent working as a research physician with the pharmaceutical industry. He has been involved in nine prescription drug development programs that received approvals from the U.S. Food and Drug Administration and other agencies. He personally led and supervised five of these programs from initiation through approval. Dr. Plott has built and led the development and regulatory teams that have produced some of the most successful products in medical dermatology including, but not limited to, SOLODYN™, an extended-release minocycline HCl tablet for the treatment of inflammatory lesions of acne vulgaris, ZIANA™, a clindamycin phosphate and tretinoin combination gel for the treatment of acne vulgaris, VANOS™, a fluocinonide cream for the treatment of psoriasis, and NORITATE™, a metronidazole cream for the treatment of rosacea.
Dr. Plott served as Vice President, Clinical Research and Regulatory Affairs and later Consulting Dermatologist at Medicis Pharmaceutical Company, a specialty pharmaceutical company in the United States focusing primarily on the treatment of dermatological and aesthetic conditions from 2001 through 2007. Prior to Medicis, Dr. Plott served as a Director in Clinical Research at leading pharmaceutical companies with emphasis in dermatology including Schering-Plough, Galderma Laboratories and Dermik Laboratories. As a result of his extensive experience, he was appointed to the FDA Dermatologic and Ophthalmic Drug Advisory Committee. During his distinguished career, Dr. Plott has monitored tens of thousands of patients and hundreds of clinical trials. Dr. Plott returned to private practice in 2011, where he currently serves as Chief Medical Officer for Epiphany Dermatology based in Austin, Texas.
“Dr. Plott’s impressive experience will be invaluable to BioPharmX as we progress through clinical research on our path to FDA approval,” said Dr. David Tierney, BioPharmX CEO. “His deep knowledge of the development and regulatory process will provide insight that will help BioPharmX remain focused on our goal of offering dermatologists and their patients new treatment options. We are thrilled that he is joining our team.”
“I am honored to join the BioPharmX board of directors, which shares my passion for developing needed dermatology products,” said Dr. Plott. “BioPharmX is working on two investigational products that may someday deliver efficacy and safety benefits over existing therapeutic options. I look forward to contributing my expertise to the BioPharmX team as we work together to improve patient outcomes.”
About BioPharmX Corporation
BioPharmX Corporation (NYSE American: BPMX) is a specialty pharmaceutical company developing prescription products through its proprietary HyantX™ Topical Delivery System for dermatology indications. To learn more about BioPharmX, visit www.BioPharmX.com.
Forward-Looking Statement
The information in this press release contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, which are subject to the "safe harbor" created by those sections. This press release contains forward-looking statements about the company's expectations, plans, intentions, and strategies, including, but not limited to, the company’s ability to complete clinical studies and advance its product candidates through regulatory approval, to commercialize its drug delivery program and to obtain patent protection and defend its intellectual property. Additional risks are set forth in our 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.
For further information: investors@biopharmx.com