BPMX BioPharmX Corporation

*See Item 5 for additional information.

† This foregoing beneficial ownership is calculated based upon 11,867,923 shares of common stock, par value $0.001 per share (the “Common Stock”), outstanding of Timber Pharmaceuticals, Inc. (f/k/a BioPharmX Corporation), a Delaware corporation (the “Issuer”), as of May 18, 2020, based on information disclosed by the Issuer in the Current Report on Form 8-K, filed May 22, 2020.

*This filing represents an exit filing for Timber Pharmaceuticals LLC.

Explanatory Note

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends and supplements the Schedule 13D filed on behalf of (i) Timber Pharmaceuticals LLC, a Delaware limited liability company (“Timber”) and (ii) TardiMed Sciences LLC, a Connecticut limited liability company (“TardiMed”), with the Securities and Exchange Commission (the “SEC”) on January 28, 2020 (as amended, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 1 does not modify or amend any of the information previously reported in the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

Item 1.  Security and Issuer

This Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”) of Timber Pharmaceuticals, Inc. (f/k/a BioPharmX Corporation), a Delaware corporation (the “Issuer”), with its principal executive offices located at 50 Tice Boulevard, Suite A26, Woodcliff Lake, New Jersey 07677.  The Common Stock is listed on the NYSE American LLC, under the ticker symbol “TMBR”.  Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 2. Identity and Background

(b) — (c), (f) Each of Timber and TardiMed have their principal offices at 50 Tice Boulevard, Suite A26, Woodcliff Lake, New Jersey 07677.

Item 4.  Purpose of Transaction

The information set forth in or incorporated by reference in Item 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 4.

On May 18, 2020, the Issuer completed its business combination with Timber LLC, in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of January 28, 2020, as amended (the “Merger Agreement”, and such transaction, the “Merger”). Pursuant to the Merger Agreement, TardiMed received approximately 629.57 shares of Common Stock for each Timber common unit owned, subject to adjustment for any reverse stock split. Prior to the Merger, the Issuer effected a reverse stock split at a ratio of 1 new share for every 12 shares of Issuer Common Stock outstanding. All share numbers reflect the reverse stock split. TardiMed received an aggregate of 5,666,152 shares of Common Stock in the Merger.

Pursuant to the terms of the Merger Agreement, TardiMed also received 1,821 convertible Series A preferred stock (the “Series A Preferred Stock”) of Issuer in exchange for preferred units of Timber. Each share of Series A Preferred Stock is convertible at any time at the holder's option into that number of shares of Common Stock at a conversion price equal to the stated value of the Series A Preferred Stock of $1,000 (plus any accrued dividends) divided by the conversion price, which shall be the greater of (i) the amount that is 300% of the volume weighted closing price of the Common Stock for the five consecutive trading days ending May 12, 2020, or (ii) the amount that is 110% of the Final Price Per Share as defined in the securities purchase agreement entered into on March 27, 2020, by and among the Issuer, Timber and certain investors party thereto. The summary of the Merger Agreement and transactions related thereto are qualified in their entirety by the terms of such documents, which are incorporated by reference as exhibits to this Schedule 13D.

Item 5.  Interest in Securities of the Issuer

The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover page of this Schedule 13D and the information set forth in or incorporated by reference in Item 2, Item 3 and Item 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5.

(a) — (b)

As of the date of this filing, TardiMed holds (i) 5,666,152 shares of Common Stock and (ii) 1,821 shares of Series A Preferred Stock. The calculations reported herein do not include the shares of Common Stock underlying the Series A Preferred Stock. As of the Issue Date, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, TardiMed may be deemed to beneficially own 47.7% of the Common Stock deemed issued and outstanding.

(c) Except as disclosed herein the Reporting Persons have not effected any transactions during the past sixty (60) days in any securities of the Issuer.

Item 7.  Material to Be Filed as Exhibits

The following exhibits are incorporated into this Schedule 13D:

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this amendment is true, complete and correct.

Dated as of May 28, 2020