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/.
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