BPMX BioPharmX Corporation

 

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 26, 2015

(Date of earliest event reported)

 

BIOPHARMX CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

 

 

(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 5.02.                                        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(d)

 

On March 26, 2015, the Board of Directors (the “Board”) of BioPharmX Corporation (“BioPharmX”) 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 Stephen Morlock to serve as director on the Board until his successor is elected and qualified or until his earlier resignation or removal in the manner provided for in BioPharmX’s By-laws.  Mr. Morlock’s compensation has not yet been determined.

 

Mr. Morlock has been appointed to serve on the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board, and he will chair the Compensation Committee and Nominating and Corporate Governance Committee.

 

As with each of BioPharmX’s directors and executive officers, BioPharmX intends to enter into an indemnification agreement with Mr. Morlock to give him additional contractual assurances regarding the scope of indemnification provided in BioPharmX’s certificate of incorporation and to provide additional procedural protections.

 

There is no arrangement or understanding between Mr. Morlock and any other person pursuant to which Mr. Morlock was appointed as a director of BioPharmX. There are no other related person transactions between BioPharmX and Mr. Morlock, other than those that have been disclosed in this Current Report on Form 8-K.

 

BioPharmX issued a press release announcing Mr. Morlock’s appointment to the Board on March 30, 2015, a copy of which is attached to this Form 8-K as Exhibit 99.1.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

(b)

 

On March 26, 2015, the Board approved a change in BioPharmX’s fiscal year to a fiscal year beginning on February 1 and ending on January 31 of each year, such change is effective as of February 1, 2015. BioPharmX’s 2014 fiscal year ended on December 31, 2014, and BioPharmX will file a transition report for the period of January 1, 2015 to January 31, 2015, on a Form 10-KT.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release dated March 30, 2015

 

2

 

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: March 26, 2015	By:	/s/ JAMES R. PEKARSKY
	Name:	James R. Pekarsky
	Title:	Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors

 

3

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release dated March 30, 2015

 

4

Exhibit 99.1

 

		Press Release

 

BIOPHARMX CORPORATION APPOINTS STEPHEN MORLOCK

TO ITS BOARD OF DIRECTORS

 

Retail Industry Veteran to Support National Retail Roll-Out of Violet™ Iodine

 

MENLO PARK, Calif., March 30, 2015 — BioPharmX Corporation (OTCQB: BPMX), a specialty pharmaceutical company focused on the development of novel drug delivery products to address unmet needs in large, well-defined and underserved markets, today announced the appointment of Stephen Morlock, a seasoned financial executive and retail industry veteran, to its board of directors.  Mr. Morlock’s background will assist the company as it continues to expand its national roll-out of Violet iodine, the new, once-daily, non-prescription pill for relief of premenstrual breast discomfort, and he will serve as an independent board member on BioPharmX Corporation’s audit, compensation and nominating and corporate governance committees.

 

Morlock previously served as executive vice president and chief financial officer from 1994 to 2004 at Otis Spunkmeyer, a baked goods distribution company that has successfully pursued distribution of its products to small family-owned businesses all the way up to large worldwide organizations, including the U.S. Army.  He served as controller there from 1992 to 1994.  He also has experience garnered from these roles in various aspects of the retail industry, including going to market via various distribution channels, product merchandizing, customer relationship management, brand development, manufacturing, procurement, and inventory management.

 

“Stephen brings a unique blend of financial expertise and experience in the retail industry to BioPharmX,” said Jim Pekarsky, chief executive officer and co-founder of BioPharmX Corporation.  “His expertise and experience will prove valuable as we continue retail distribution expansion for Violet iodine.” Prior to his roles at Otis Spunkmeyer, Morlock held various management positions in accounting, financial planning and internal auditing at Westinghouse Electric Supply Company from 1977 to 1991. He holds a B.S. degree in Accounting from San Diego State University.

 

 

About BioPharmX Corporation

 

BioPharmX Corporation (OTCQB: BPMX) is a Silicon Valley-based specialty pharmaceutical company, which seeks to provide innovative products through unique, proprietary platform technologies for prescription, over-the-counter (“OTC”), and supplement applications in the fast-growing health and wellness markets, including women’s health, dermatology, and otolaryngology (ears, nose & throat).  To learn more about BioPharmX, visit www.BioPharmX.com.

 

Forward-Looking Statements

 

Statements in this news release relating to the business of BioPharmX, which are not historical facts, are “forward-looking statements.”  These forward-looking statements may be identified by words such as “expect,” “anticipate,” “believe,” or similar expressions that are intended to identify such forward-looking statements.  All forward-looking statements are expressly qualified in their entirety by this cautionary statement and the risks and other factors detailed in the company’s filings with the Securities and Exchange Commission (SEC). These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including the risk that the company’s efforts to expand distribution of and achieve national distribution of Violet iodine through retail locations are unsuccessful. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements.  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 or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities law.

 

BioPharmX and Violet are pending trademarks of BioPharmX Inc.  All other brand and product names are trademarks or registered trademarks of their respective holders.

 

Contact:

Nina Brauer, Sr. Manager Marketing and Communications, BioPharmX Corporation

P:  650-889-5030

investors@biopharmx.com