CAMPBELL, Calif., May 15, 2020 /PRNewswire/ -- BioPharmX
Corporation (NYSE American: BPMX) ("BioPharmX" or the "Company"), a
specialty pharmaceutical company focused on developing innovative
medical dermatology products, today announced that, in anticipation
of closing its merger with Timber Pharmaceuticals, it will effect a
1-for-12 reverse stock split of its outstanding common stock. The
reverse stock split is expected to be effective for trading
purposes as of the commencement of trading on Tuesday, May 19, 2020.
The reverse stock split is intended to increase the per share
trading price of BioPharmX common stock in order to meet NYSE
American Listing Requirements which will require, among other
things, a $2.00 per share price,
post-split, upon the closing of the merger. Upon the closing of the
merger, which is expected to occur on Monday, May 18, 2020, BioPharmX will change its
name to Timber Pharmaceuticals, Inc. and its common stock is
expected to begin trading on the NYSE American on Tuesday, May 19, 2020 on a post reverse stock
split basis under the symbol "TMBR" under a new CUSIP number
887080109.
As a result of the reverse stock split, every twelve pre-split
shares of common stock outstanding will become one share of common
stock. The par value of the common stock will remain unchanged at
$0.001 per share after the reverse
stock split. The reverse stock split will not change the authorized
number of shares of the Company's common stock. The reverse stock
split will affect all stockholders uniformly and will not alter any
stockholder's percentage interest in the Company's equity, except
to the extent that the reverse stock split would result in some
stockholders owning a fractional share. In that regard, no
fractional shares will be issued in connection with the reverse
split. Stockholders who would otherwise be entitled to receive a
fractional share will instead receive a cash payment based on
Monday's closing price of the Company's common stock as reported on
the NYSE American. The reverse stock split will also apply to
common stock issuable upon the exercise of BioPharmX's outstanding
warrants and stock options, with a proportionate adjustment to the
numbers of shares which can be purchased upon the exercise of the
warrants and stock options and the exercise prices thereof, and
under the Company's equity incentive plans.
On May 13, 2020, the holders of a
majority of the Company's outstanding shares of common stock
approved the reverse stock split and gave the Company's board of
directors discretionary authority to select a ratio for the split
ranging from 1-for-5 to 1-for-25. The board of directors approved
the reverse stock split at a ratio of 1-for-12 on May 15, 2020.
Computershare Trust Company, N.A. is acting as the exchange
agent and transfer agent for the reverse stock split. Stockholders
holding their shares in book-entry form or in brokerage accounts
need not take any action in connection with the reverse stock
split. Beneficial holders are encouraged to contact their bank,
broker or custodian with any procedural questions.
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 with 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) whether the
combined business of Timber and BioPharmX will be successful; and
(vi) 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