CAMPBELL, Calif., May 13, 2020 /PRNewswire/ -- BioPharmX
Corporation (NYSE American: BPMX) ("BioPharmX") today
announced that all proposals related to its proposed merger with
Timber Pharmaceuticals LLC ("Timber") were approved by BioPharmX's
stockholders at a special meeting held on May 13, 2020. The proposed merger remains subject
to further customary closing conditions and regulatory approvals.
BioPharmX and Timber expect the closing of the merger to occur on
or about May 18, 2020.
Upon closing of the transaction, the combined company will
change its name to "Timber Pharmaceuticals, Inc." and it is
anticipated that the shares will commence trading on the NYSE
American market under the ticker symbol "TMBR." The officers and
managers of Timber will assume leadership of the combined company
with Michael Derby serving as
Chairman and John Koconis as Chief
Executive Officer.
Timber is a biopharmaceutical company focused on the development
and commercialization of treatments for orphan dermatologic
diseases. The combined company will have a robust pipeline
including Timber's two Phase 2b
programs and a preclinical program targeting multiple niche orphan
indications with no approved treatments as well as BioPharmX's two
Phase 3-ready topical minocycline programs. Following the closing
of the merger, the combined company will evaluate BioPharmX's Phase
3-ready programs for a strategic partnership, co-development, or
other non-dilutive value creation opportunities.
The final voting results for BioPharmX's special meeting of stockholders will be filed with the Securities and Exchange Commission
(the "SEC") in a Form 8-K.
Where to find additional information about the Special
Stockholders Meeting, the proposed merger and related
matters
On February 20, 2020, BioPharmX
filed a Registration Statement on Form S-4 with the SEC containing
a prospectus and a proxy statement of BioPharmX concerning the
proposed merger between BioPharmX and Timber. The registration
statement was declared effective by the SEC on March 30, 2020 and the proxy statement describing
the merger and related matters was mailed to BioPharmX stockholders
on or about April 6, 2020.
Subsequently, on April 27, 2020,
BioPharmX filed a supplement to its proxy statement describing
certain changes to the terms of the merger and related matters from
that described in the original proxy statement. The supplement was
mailed to BioPharmX stockholders on or about April 28, 2020.
INVESTORS AND SECURITY HOLDERS OF BIOPHARMX ARE URGED TO READ
THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT BIOPHARMX, TIMBER, THE MERGER,
AND RELATED MATTERS.
The proxy statement/prospectus, the supplement, and any other
documents filed by BioPharmX with the SEC, may be obtained free of
charge at the SEC website at www.sec.gov. In addition, investors
and security holders may obtain free copies of the documents filed
with the SEC by BioPharmX by directing a written request to:
BioPharmX Corporation, 900 E. Hamilton Avenue, Suite 100,
Campbell, CA 95008 or by
downloading the materials from the Investor Page of the BioPharmX
website, www.BioPharmX.com.
About BioPharmX® Corporation
BioPharmX Corporation (NYSE American: BPMX) is a specialty
pharmaceutical company focused on developing prescription
products utilizing its proprietary HyantX Topical Delivery System
for dermatology indications. To learn more about BioPharmX, visit
www.BioPharmX.com.
About Timber Pharmaceuticals LLC
Timber is a privately held biopharmaceutical company focused on
the development and commercialization of treatments for orphan
dermatologic diseases. The company's investigational therapies have
proven mechanisms-of-action backed by decades of clinical
experience and well-established CMC (chemistry, manufacturing and
control) and safety profiles. Timber is initially focused on
developing non-systemic treatments for rare dermatologic diseases
including congenital ichthyosis (CI), tuberous sclerosis complex
(TSC), and localized scleroderma. For more information, visit
https://www.timberpharma.com/.
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 the timing of the closing of the proposed merger
transaction, 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 transaction 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
transaction, the response of business partners and competitors to
the announcement of the proposed merger transaction, and/or
potential difficulties in employee retention as a result of the
announcement and pendency of the proposed merger transaction; (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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SOURCE BioPharmX Corporation