BPMX BioPharmX Corporation

Item 5.07.         Submission of Matters to a Vote to Security Holders

BioPharmX Corporation (the “Company” or “BioPharmX”) held its Special Meeting of Stockholders on May 13, 2020 (the “Special Meeting”). As of the close of business on March 23, 2020, the record date for the Special Meeting, 18,278,219 shares of common stock were outstanding and entitled to vote. Present at the Special Meeting in person or by proxy were holders representing 12,546,992 shares of common stock, representing approximately 68.6% of the eligible votes, constituting a quorum.

Voting results were as follows:

Proposal 1: The first proposal considered at the Special Meeting was a proposal to approve the issuance of shares of the Company’s common stock to members of Timber Pharmaceuticals LLC (“Timber”) pursuant to the terms of the Agreement and Plan of Merger and Reorganization, dated January 28, 2020, as amended (the “Merger Agreement”), by and among the Company, BITI Merger Sub, Inc. and Timber (the “Merger”). Proposal 1 required the approval of a majority of the shares present, in person or represented by proxy, at the Special Meeting, which vote requirement was achieved. The vote on Proposal 1 was as follows:

Proposal 2: The second proposal considered at the Special Meeting was a proposal to amend the certificate of incorporation of the Company to effect a reverse stock split of the Company’s common stock, at a ratio with the range of 1-for-5 to 1-for 25, with such specific ratio to be mutually agreed upon by the Company and Timber. Proposal 2 required the approval of a majority of the Company’s outstanding shares, which vote requirement was achieved. The vote on Proposal 2 was as follows:

Proposal 3: The third proposal considered at the Special Meeting was a proposal to amend the certificate of incorporation of the Company to change the corporate name from “BioPharmX Corporation” to “Timber Pharmaceuticals, Inc.” Proposal 3 required the approval of a majority of the Company’s outstanding shares, which vote requirement was achieved. The vote on Proposal 3 was as follows:

Proposal 4: The fourth proposal considered at the Special Meeting was a proposal to approve the Timber Pharmaceuticals, Inc. 2020 Omnibus Equity Incentive Plan and the authorization for the issuance of 11,650,000 pre-reverse split shares of the Company’s common stock thereunder. Proposal 4 required the approval of a majority of the shares present, in person or represented by proxy, at the Special Meeting, which vote requirement was achieved. The vote on Proposal 4 was as follows:

Proposal 5: The fifth proposal considered at the Special Meeting was a proposal to approve the issuance of: (a) shares of the Company’s common stock upon the exercise of warrants to be issued in the $25 million of financing that is a condition precedent of the Merger (the “Timber Funding”) and (b) additional shares of the Company’s common stock that may be issued following the closing of the Timber Funding, in each case pursuant to the Securities Purchase Agreement, dated March 27, 2020, as amended, by and among the Company, Timber and certain investors, and as required by and in accordance with NYSE American

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Rule 713. Proposal 5 required the approval of a majority of the shares present, in person or represented by proxy, at the Special Meeting, which vote requirement was achieved. The vote on Proposal 5 was as follows:

As a result, each of Proposals 1 through 5 have been approved. No vote was taken on Proposal No. 6, the proposal to adjourn the Special Meeting, if necessary, for the purpose of soliciting additional proxies to vote in favor of the proposals submitted at the Special Meeting, because there were sufficient votes to approve all of the other proposals. No other matters were considered or voted upon at the Special Meeting.

Participants in the Solicitation

BioPharmX and its directors and executive officers and Timber and its managers and executive officers may be deemed to have been participants in the solicitation of proxies from the stockholders of BioPharmX in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of BioPharmX and their ownership of shares of BioPharmX common stock is set forth in BioPharmX’s Annual Report on Form 10-K for the year ended January 31, 2020, which was filed with the SEC on March 23, 2020, and its subsequent documents filed with the SEC, including the joint proxy statement/prospectus and the supplement referred to above. Additional information regarding the persons who may be deemed participants in the proxy solicitations and a description of their direct and indirect interests in the proposed Merger, by security holdings or otherwise, is also included in the joint prospectus/proxy statement, the supplement, and other relevant materials filed with the SEC. The managers and officers of Timber do not currently hold any direct or indirect interests, by security holdings or otherwise, in BioPharmX except as pursuant to the exercise of the bridge loan warrant described in BioPharmX’s SEC reporting.

Forward-Looking Statements

This press release contains forward-looking statements based upon BioPharmX’s and Timber’s current expectations. This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. These statements are only predictions. BioPharmX and Timber have based these forward-looking statements largely on their then-current expectations and projections about future events, as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond each of BioPharmX’s and Timber’s control, and actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: (i) risks associated with BioPharmX’s ability to consummate the proposed Merger and related matters and the timing of the closing of the proposed Merger, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed Merger will not occur; (ii) the outcome of any legal proceedings that may be instituted against the parties and others related to the Merger Agreement; (iii) whether the NYSE American will continue to list the common shares of BioPharmX following the Merger, (iv) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, (v) unanticipated difficulties or expenditures relating to the proposed Merger, the response of business partners and competitors to the announcement of the proposed Merger, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed Merger; (vi) whether the combined business of Timber and BioPharmX will be successful, and (vii) those risks detailed in BioPharmX’s most recent Annual Report on Form 10-K for the fiscal year ended January 31, 2020 and subsequent reports filed with the SEC, as well as other documents that may be filed by BioPharmX from time to time with the SEC (including the proxy statement/prospectus and the supplement). Accordingly, you should not rely upon forward-looking statements as predictions of future events. Neither BioPharmX nor Timber can assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made. Except as required by applicable law or regulation, BioPharmX and Timber undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

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