UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): November 10, 2014
BioPharmX Corporation
(Exact name of registrant as specified
in its charter)
Delaware |
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000-54871 |
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59-3843182 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
1098 Hamilton Court
Menlo Park, CA 94025
(Address of Principal
Executive Offices)
Tel. (650)
889-5020
Fax (650)
900-4130
(Registrant’s
telephone number, including area code)
(Former name
or former address if changed since the last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 Entry
Into A Material Definitive Agreements.
On November 10, 2014, BioPharmX Corporation,
a Delaware corporation (the “Company”), completed a private placement (the “Private Placement”) of shares
of its Series A convertible redeemable preferred stock, par value $0.001 per share (“Series A”) and warrants to purchase
common stock (“Warrants”). The Private Placement was consummated in a series of closings that occurred between May
2014 and November 2014. The Company sold to accredited investors and non-U.S. persons an aggregate of 4,074,349 shares of Series
A at a per share price of $1.85 and issued to the investors for no additional consideration the Warrants to purchase in the aggregate
2,037,188 shares of the Company’s common stock, at an exercise price of $3.70 per share pursuant to a series of subscription
agreements. The Private Placement resulted in the aggregate gross proceeds to the Company of $7,537,546.
Additionally, under the subscription
agreement with one of the investors, the investor made a committment to purchase additional 1,081,081 shares of Series A at a per
share price of $1.85 on the achievement of certain milestones which would raise another $2 million in gross proceeds for a total
of $9, 537,546. The milestones include the Company receiving revenues of $2 million for its Violet product or uplisting of the
Company’s stock to NYSE or NASDAQ. The Company, two majority shareholders of the Company
and this Investor also entered into a Voting Agreement (the “Voting Agreement”), whereby the stockholders agreed to
(i) vote in favor of any merger or sale of the Company which has been approved by the board of directors and holders of at least
50% of the then outstanding shares of Series A, and (ii) irrevocably grant to the Investor a proxy to vote in favor of such business
combination transaction. The shareholders also agreed to sell their shares to a purchaser in a transaction approved by holders
of at least 67% of shares of Series A or 67% of shares of common stock and Series A.
In connection
with the subscription agreements, the Company, the majority shareholders of the Company and the Investors entered into an Investor
Rights Agreement (the “Investor Rights Agreement”), whereby the Investors were granted certain rights including: (i)
right to receive copies of quarterly and annual reports of the Company, (ii) right of inspection of the Company’s properties
and records, (iii) right of participation in future securities offerings, (iv) tag-along rights in connection with sales of the
Company’s stock by a major shareholder, and (v) board of directors representation rights for the subscribers who purchased
at least 500,000 shares of Series A and hold at least 30% of such shares (the “Qualified Subscribers”). The Company
made certain covenants under the agreement including: (i) uplisting to NYSE or NASDAQ within three years from the issuance shares
of Series A, and (ii) increase of the board of directors to five members including one member to be appointed by the Qualified
Subscribers.
The foregoing summary does not purport
to be a complete statement of the parties’ rights and obligations under the Subscription Agreements, the Investor Rights
Agreements, the Warrant and the Voting Agreement or a complete explanation of the material terms thereof. The foregoing summary
is qualified in its entirety by reference to the Series A Certificate, the Subscription Agreements and Investor Rights Agreement
attached hereto.
On November 10, 2014, the Company issued
a press release announcing the foregoing transactions, a copy of which is attached hereto as Exhibit 99.1.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The information
pertaining to the Series A, the Warrants in Item 1.01 is incorporated herein by reference in its entirety. Neither the shares of
Series A and the Warrants nor the shares of the Company’s common stock issuable upon conversion of the Series A or exercise
of the Warrants have been registered under the Securities Act of 1933, as amended (the “1933 Act”), and may not be
offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company
issued these securities in reliance on the exemption from registration provided by Section 4(2) of the 1933 Act and Regulation
D and Regulation S promulgated thereunder. This current report on Form 8-K does not constitute an offer to sell, or a solicitation
of an offer to buy, any security and shall not constitution an offer, solicitation or sale in any jurisdiction in which such offering
would be unlawful.
ITEM 5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS
On November 10, 2014, Mr. Ping Wang was
appointed as a director of the Company. Set forth below is a brief biography of Mr. Wang:
Mr. Wang, age 37, is a principal of
Korea Investment Partners. Prior to joining Korea Investment Partners in 2010, worked at Great Pacific Financial Group, where he
was in charge of asset management and structured financing. Previously, Mr. Wang was an investment officer at Beijing Ancai Technology
Venture Capital, and earlier, worked at Matsuoka Industry Group as IT Manager where he set up Shanghai Shangsoft. He began his
professional career as a software engineer at IBM. Mr. Wang earned a B.S. degree in Computer Science at the University of Texas,
Austin, and graduated from the MIT Sloan-Tsinghua joint program with an International MBA degree. We believe that Mr. Wang's expertise
in guiding emerging growth companies positions him well as our director.
On November 10, 2014, the Company issued a press release
announcing the foregoing appointment, a copy of which is attached hereto as Exhibit 99.2.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. |
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Description |
4.1 |
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Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock* |
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4.2 |
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Form of Warrant* |
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10.1 |
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Form of Subscription Agreement* |
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10.2 |
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Form of Investor Rights Agreement* |
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10.3 |
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Form of Voting Agreement |
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99.1 |
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Press Release announcing closings of private placement |
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99.2 |
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Press Release announcing appointment of a director |
* Incorporated by reference to our Annual Report on Form
10-K filed with the SEC on March 31, 2014.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
November 11, 2014 |
BioPharmX Corporation |
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By: |
/s/
James Pekarsky |
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Name: James Pekarsky |
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Title: Chief Executive Officer |
4
Exhibit 10.3
VOTING AGREEMENT
VOTING AGREEMENT,
dated as of October 24, 2014 (this “Agreement”), among KIP Overseas Platform Expansion Fund (“KIP”),
and certain stockholders of BiopharmX Corporation, a Delaware corporation (“Company”), identified
on Schedule I hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
W I T N E S S E T H:
WHEREAS,
concurrently with the execution and delivery of this Agreement, KIP has subscribed for up to $3 million of the Company (the “Subscription”)
pursuant to a Subscription Agreement dated October 24, 2014 (the “Subscription Agreement”);
WHEREAS,
as of the date hereof, each Stockholder is the record and Beneficial Owner of the number of shares of Common Stock set forth opposite
such Stockholder’s name on Schedule I attached hereto (with respect to each Stockholder, such Stockholder’s “Existing
Shares” and, together with any shares of Common Stock or other voting capital stock of Company acquired after the date
hereof, whether upon the exercise of warrants, options, conversion of convertible securities or by means of purchase, dividend,
distribution or otherwise, such Stockholder’s “Shares”); and
WHEREAS,
in connection with the Subscription, KIP has required that the Stockholders agree, and the Stockholders have agreed, to enter into
this Agreement for the benefit of the Series A Preferred Stock Holders; and
NOW,
THEREFORE, to induce KIP and Merger Sub to enter into, and in consideration of its entering into, the Merger Agreement, and
in consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, the parties
hereto agree as follows:
1. Definitions.
For purposes of this
Agreement:
(a)
“Beneficially Own” or “Beneficial Ownership” with respect to any securities shall mean
having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)), including pursuant to any agreement, arrangement or understanding,
whether or not in writing. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned
by a Person shall include securities Beneficially Owned by all other Persons with whom such Person would constitute a “group”
as within the meaning of Section 13(d)(3) of the Exchange Act.
(b) “Common
Stock” shall mean at any time the Common Stock, $.001 par value, of the Company.
(c) “Person”
shall mean an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated
organization or other entity.
(e) Capitalized
terms used and not defined herein have the respective meanings ascribed to them in the Subscription Agreement.
2.
Agreements.
(a) Voting Agreement.
Each Stockholder shall, from time to time, at any meeting of stockholders of the Company, however called, or in connection with
any written consent of the stockholders of the Company, cause the Shares to be counted as present for purposes of establishing
a quorum, and vote or consent (or cause to be voted or consented), in person or by proxy, the Shares then held of record or Beneficially
Owned by the Stockholder or as to which such Stockholder has, directly or indirectly, the right to vote or direct the voting, and
any other voting securities of Company (whether acquired heretofore or hereafter), in favor of any merger or sale of the Company
or substantially all of its assets which has been approved by the Company’s Board of Directors and by at holders of at least
50% of the then-outstanding Series A (a “Combination Transaction”).
(b) No Inconsistent
Arrangements. Each Stockholder hereby covenants and agrees that, except as contemplated by this Agreement, he or she shall
not grant any proxy, power-of-attorney or other authorization in or with respect to the Shares or deposit the Shares into a voting
trust or enter into a voting agreement or arrangement with respect to the Shares or take any other action that would in any way
restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby.
(c) Grant of Irrevocable
Proxy; Appointment of Proxy.
(i)
In accordance with the agreement to vote Shares set forth in paragraph 2(a) of this Agreement, and subject to the proviso contained
therein, each Stockholder hereby irrevocably grants to, and appoints, KIP or any designee of KIP the Stockholder’s lawful
agent, attorney and proxy (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the
Shares, or grant a consent or approval in respect of the Shares in favor of a Combination Transaction. Each Stockholder will take
such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.
(ii)
Each Stockholder represents that any proxies heretofore given in respect of the Stockholder’s Shares are not irrevocable,
and that any such proxies are hereby revoked.
(d)
Drag-Along
Agreement.
If
the share
holders
(the
“Drag-Along
Shareholders”)
of (1) a majority
(67% or more) of Series
A Preferred
Shares
or (2) a majority (67% or more) of all Shareholders including Common and Preferred Shares, approve
a Transfer
of all
Shares
held
by them
to a purchaser,
or approve
a proposed
Trade
Sale (each,
a “Drag-Along
Sale”),
then,
in any
such event,
upon written
notice
from
such holders
of Series A Preferred
Shares
requesting
them
to do
so, each
of the
other
shareholders
of the
Company
(the
“Dragged
Shareholders”)
shall
(i) vote,
or give
its written
consent
with respect
to, all
the Shares
held
by them
in favor
of such
proposed
Drag-Along
Sale
and in
opposition
of any
proposal
that
could
reasonably
be expected
to delay
or impair
the consummation
of any
such proposed
Drag-Along
Sale;
(ii)
transfer
all of
their
Shares
in such
Drag-Along
Sale
to such
purchaser;
(iii)
refrain
from exercising
any
dissenters’
rights
or rights
of appraisal
under
applicable
law at
any time
with respect
to or in
connection
with such
proposed
Drag-Along
Sale;
and (iv)
take
all actions
reasonably
necessary
to consummate
the proposed
Drag-Along
Sale,
including
without
limitation
amending
the then
existing
Amended
M&AA. The
drag-along
rights
as provided
in this
Section
6 shall
not be exercised
unless
the proposed
amount
of consideration
to be
paid
by the
purchaser(s)
is not
less
than
US$80,000,000,
the Drag-
Along
Shareholders
shall
still be
entitled
to exercise
such
drag-along
rights
pursuant
to the
provisions
hereunder.
Notwithstanding
any provision
to the
contrary,
the share
transfer
restrictions
of Section
5 of this
Agreement
shall
not apply
to any
transfers
made pursuant
to this
Section
6.
(i) Representation
and
Undertaking
Any
such
sale
or disposition
by the
Dragged
Shareholders
shall
be on
the
terms
and conditions
as the
proposed
Drag-Along
Sale
by the
Drag-Along
Shareholders.
Such Dragged
Shareholders
shall
be required
to make
customary
and
usual
representations
and warranties
in connection
with the
Drag-Along
Sale, including,
without
limitation,
as to
their
ownership
and authority
to sell,
free of
all liens,
claims
and encumbrances
of any
kind,
the
shares
proposed
to be transferred
or sold
by such
persons
or entities;
and any
violation
or breach
of or default
under
(with
or without
the giving
of notice
or the
lapse
of time
or both)
any
law or
regulation
applicable
to such
Dragged
Shareholders
or any
material
contract
to which
such
Dragged
Shareholders
is a party
or by
which
they
are bound
and shall,
without
limitation
as to time,
indemnify
and hold
harmless
to the
full
extent
permitted
by law,
the
purchasers
against
all obligations,
cost,
damages,
expenses,
losses, judgments,
assessments,
or other
liabilities
including,
without
limitation,
any special,
indirect,
consequential
or punitive
damages,
any court
costs,
costs
of preparation,
attorney’s
fees or
expenses,
or any
accountant’s
or expert
witness’
fees arising
out of,
in connection
with or
related
to any
breach
or alleged
breach
of any
representation
or warranty
made by,
or agreements,
understandings
or covenants
of such
Dragged
Shareholders
as the
case may be,
under
the terms
of the
agreements
relating
to such
Drag-Along
Sale.
Each
of the
Dragged
Shareholders
undertakes
to obtain
all consents,
permits,
approvals,
orders,
authorizations
or registrations,
qualifications,
designations,
declarations
or filings
with any
governmental
authority
or any
third
party
(the “Consents”),
which are
required
to be obtained
or made
in connection
with the
Drag-Along
Sale.
(ii) Drag-Along
Notice.
Prior
to making
any
Drag-Along
Sale in
which
the Drag-Along
Shareholders
wish to
exercise
their
rights
under
this
Section
6, the
Drag-Along
Shareholders
shall
provide
the Company
and the
Dragged
Shareholders
with written
notice
(the
“Drag-Along
Notice”)
not less
than
thirty
(30)
days
prior
to the
proposed
date
of the
Drag-Along
Sale (the
“Drag-Along
Sale
Date”).
The Drag-Along
Notice
shall
set forth:
(a) the
name and
address
of the
purchasers;
(b) the
proposed
amount
and
form
of consideration
to be
paid,
and
the
terms
and
conditions
of payment
offered
by each
of the
purchasers;
(c) the
Drag-Along
Sale Date;
(d) the
number
of shares
held
of record
by the
Drag-Along
Shareholders
on the
date
of the
Drag-Along
Notice
which
form
the
subject
to be
transferred,
sold
or otherwise
disposed
of by
the
Drag-Along
Shareholders;
and (e)
the number
of shares
of the
Dragged
Shareholders
to be included
in the
Drag-Along
Sale.
(iii)
Transfer
Certificate.
On
the
Drag-Along
Sale
Date,
each
of Drag-Along
Shareholders
and
the
Dragged
Shareholders
shall
each
deliver
or cause
to be
delivered
an instrument
of transfer
and a
certificate
or certificates
evidencing
its Shares
to be included
in the
Drag-Along
Sale,
duly
endorsed
for transfer
with signatures
guaranteed,
to such
third
party
purchasers
in the
manner
and at
the address
indicated
in the
Drag-Along
Notice.
(iv)
Payment.
If
the
Drag-Along
Shareholders
or the
Dragged
Shareholders
receive
the
purchase
price
for their
shares
or such
purchase
price
is made
available
to them
as part
of a Drag-Along
Sale
and,
in either
case they
fail
to deliver
certificates
evidencing
their
shares
as described
in this
Section
6, they
shall
for all
purposes
be deemed
no longer
to be a shareholder
of the
Company
(with
the record
books
of the
Company
updated
to reflect
such status),
shall
have
no voting
rights,
shall
not be
entitled
to any
dividends
or other
distributions
with
respect
to any
shares
held
by them,
shall
have
no other
rights
or privileges
as a shareholder
of the
Company.
In addition,
the
Company
shall
stop any
subsequent
transfer
of any
such shares
held by
such shareholders.
(v) Definition
of Trade
Sale.
For
purposes
of this
Agreement,
an “Trade
Sale”
shall
mean (a)
a sale, lease,
transfer
or other
disposition
of all
or substantially
all
of the
assets
of Company,
(b) a transfer
or an
exclusive
licensing
of all
or substantially
all
of the
intellectual
property
of Company,
(c) a
sale,
transfer
or other
disposition
of 51% or more of
the issued
and outstanding
share
capital
of Company
or a 51% or more
of the
voting
power
of Company;
or (d)
a merger,
consolidation
or other
business
combination
of Company
with
or into
any
other
business
entity
in which
the shareholders
of Company
immediately
after
such merger,
consolidation
or business
combination
hold
shares
representing
less than
a majority
of the
voting
power
of the outstanding
share
capital
of the
surviving
business
entity.
3. Representations
And Warranties of The Stockholders. Each Stockholder hereby represents and warrants to KIP as follows:
(a)
Ownership of Shares. The Stockholder is the record and Beneficial Owner of the Existing Shares. On the date hereof, the
Existing Shares constitute all of the Shares owned of record or Beneficially Owned by the Stockholder. The Stockholder has sole
voting power and sole power to issue instructions with respect to the matters set forth in this Agreement, sole power of disposition
and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Existing Shares
with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this
Agreement.
(b) Power; Binding
Agreement. The Stockholder has the legal capacity to enter into, to perform all of his or her obligations under this Agreement
and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Stockholder
will not violate any other agreement to which the Stockholder is a party including, without limitation, any voting agreement, proxy
arrangement, pledge agreement, stockholders agreement or voting trust. This Agreement has been duly and validly executed and delivered
by the Stockholder and constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance
with its terms. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Stockholder
is a trustee whose consent is required for the execution and delivery of this Agreement or the consummation by the Stockholder
of the transactions contemplated hereby.
4. Shareholder
Capacity. No Person executing this Agreement who is or becomes during the term hereof a director or officer of the
Company shall be deemed to make any agreement or understanding in this Agreement in such Person's capacity as a director or officer.
Each Stockholder is entering into this Agreement solely in its capacity as the record holder or beneficial owner of such Stockholders
Shares and nothing herein shall limit or affect any actions taken by a Stockholder in its capacity as a director or officer of
the Company.
5. Further
Assurances. From time to time, at the other party’s request and without further consideration, each party hereto
shall execute and deliver such additional documents and take all such further lawful action as may be necessary or desirable to
consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.
6. Termination.
This Agreement and the irrevocable proxies given herein shall terminate or partial terminate upon both parties consent or upon
SEC requirement for Qualifying Listing.
7. Miscellaneous.
(a) Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all
other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
(b)
Assignment. This Agreement shall not be assigned by operation of law or otherwise without the prior written consent
of the other parties hereto, provided that KIP may assign, in its sole discretion, its rights and obligations hereunder to any
direct or indirect wholly owned subsidiary of KIP, but no such assignment shall relieve KIP of its obligations hereunder if such
assignee does not perform such obligations.
(c) Amendments;
Waivers. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon
the execution and delivery of a written agreement executed by the parties hereto.
(d) Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if given) by hand delivery or telecopy or facsimile (with a confirmation copy sent for next day
delivery via courier service, such as Federal Express), or by any courier service, such as Federal Express, providing proof of
delivery. All communications hereunder shall be delivered to the respective parties at the following addresses:
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If to the Stockholders: |
At the addresses set forth opposite
their names on |
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Schedule I hereto |
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If to KIP: |
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With a copy to: |
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or to such other address
as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.
(e) Severability.
Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective
and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal
or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability
will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed
and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never
been contained herein.
(f) No Waiver.
The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and
any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right
to exercise any such or other right, power or remedy or to demand such compliance.
(g) No Third Party
Beneficiaries. This Agreement is not intended to be for the benefit of, and shall not be enforceable by, any person or entity
who or which is not a party hereto.
(h) Governing
Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware.
(i) Descriptive
Headings. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of this Agreement.
(j)
Counterparts. This Agreement may be executed in counterparts, by facsimile or PDF, each of
which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Agreement.
IN WITNESS WHEREOF, KIP and the
Stockholders have caused this Agreement to be duly executed as of the day and year first above written.
KIP Overseas Platform Expansion Fund
By:/s/ Baek Yer Hyun
Name: Baek Yer Hyun
Title: CEO
Stockholders:
/s/ James Pekarsky
James Pekarsky
Address: 657 Upton Street, Redwood City, CA
94061
Facsimile: (650) 900-4130
/s/ Anja Krammer
Anja Krammer
Address: P.O. Box 8167, Spokane, WA
99203
Facsimile: (650) 900-4130
Schedule I
Stockholder |
Number of Shares |
James Pekarsky |
2,500,000 |
Anja Krammer |
2,500,000 |
7
Exhibit 99.1
![](image_003.jpg) |
Press Release |
BIOPHARMX CORPORATION SECURES UP TO $12 MILLION
IN
PRIVATE PLACEMENT
Includes $2 Million In Funding Subject To
Company Achieving Certain Milestones
MENLO PARK, Calif., November 10, 2014 – BioPharmX Corporation
(OTCQB: BPMX), a biotechnology company focused on the development of novel drug delivery products to address unmet needs in large,
well-defined and underserved markets, announced that the Company has secured up to $12 million in a Series A private placement
(Series A). The $12 million in total funding secured includes convertible notes previously converted to common shares, as well
as the Series A private placement, which was completed in a series of closings that occurred between May 2014 and November 2014.
The total amount includes $2 million in funding subject to the company achieving certain milestones. The proceeds are being used
to advance the Company’s pipeline of products in the fields of women’s health and dermatology and to fund the near-term
launch and commercialization of the Company’s women’s health product. The Series A private placement was led by Korea
Investment Partners (KIP), which is now represented on BioPharmX’s board of directors, and complemented by a combination
of accredited institutional investors and high-net worth private individuals.
“We believe that the support of these investors validates
the value and marketability of our product pipeline,” said Jim Pekarsky, chief executive officer and co-founder of BioPharmX
Corporation. “The capital raised is being used in part to support commercialization of the company’s initial women’s
health product and to further advance research and clinical development efforts for our future pipeline of prescription drug and
OTC products.”
“We are delighted to partner with BioPharmX as they continue
to develop innovative drug-delivery technologies to address unmet needs in large well-defined markets such as women’s health
and dermatology,” said Ping Wang, Principal of Korea Investment Partners. “With BioPharmX’s solid management
team, strong intellectual property portfolio and robust pipeline of products, we believe the company has excellent growth potential.”
About BioPharmX Corporation
BioPharmX Corporation (OTCQB: BPMX) is a Silicon Valley-based biotechnology
company, which seeks to provide innovative products through unique, proprietary platform technologies for prescription, over-the-counter
(“OTC”), and supplement applications in the fast-growing health and wellness markets, including women’s health,
dermatology, and otolaryngology (ears, nose & throat). To learn more about BioPharmX, visit www.BioPharmX.com.
Forward-Looking Statements
Statements in this news release relating to the business of BioPharmX,
which are not historical facts, are "forward-looking statements." These forward-looking statements may be identified
by words such as “expect,” “anticipate,” “believe,” or similar expressions that are intended
to identify such forward-looking statements. All forward-looking statements are expressly qualified in their entirety by this cautionary
statement and the risks and other factors detailed in the company’s filings with the Securities and Exchange Commission (SEC).
Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking
statements included in this news release are made only as of the date hereof and the company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as
may be required under applicable securities law.
[Editor's note: See also today's news release entitled, "BioPharmX
Corporation Announces Appointment of Ping Wang of Korea Investment Partners to Board of Directors"]
BioPharmX is a trademark of BioPharmX Corporation.
Contact:
Nina Brauer, Marketing Communications Manager, BioPharmX Corporation
P: 650-889-5030
investors@biopharmx.com
Exhibit 99.2
![](image_003.jpg) |
Press Release |
BIOPHARMX CORPORATION ANNOUNCES APPOINTMENT
OF PING WANG
OF KOREA INVESTMENT PARTNERS TO BOARD OF DIRECTORS
MENLO PARK, Calif., November 10, 2014 – BioPharmX Corporation
(OTCQB: BPMX), a biotechnology company focused on the development of novel drug delivery products to address unmet needs in large,
well-defined and underserved markets, today announced the appointment of Mr. Ping Wang, Principal of Korea Investment Partners,
to the company’s board of directors. Mr. Wang’s appointment follows Korea Investment Partners’ investment in
BioPharmX as part of its Series A private placement, which was also announced today.
“Having an accomplished professional like Mr. Wang join our
board is an asset to our company,” said Jim Pekarsky, chief executive officer and co-founder of BioPharmX Corporation. “His
expertise in guiding emerging growth companies will prove essential as we move our pipeline of products through clinical development
toward global commercialization.”
Prior to joining Korea Investment Partners in 2010, Mr. Wang worked
at Great Pacific Financial Group, where he was in charge of asset management and structured financing. Previously, Mr. Wang was
an investment officer at Beijing Ancai Technology Venture Capital, and earlier, worked at Matsuoka Industry Group as IT Manager
where he set up Shanghai Shangsoft. He began his professional career as a software engineer at IBM. Mr. Wang earned a B.S. degree
in Computer Science at the University of Texas, Austin, and graduated from the MIT Sloan-Tsinghua joint program with an International
MBA degree.
About BioPharmX Corporation
BioPharmX Corporation (OTCQB: BPMX) is a Silicon Valley-based biotechnology
company, which seeks to provide innovative products through unique, proprietary platform technologies for prescription, over-the-counter
(“OTC”), and supplement applications in the fast-growing health and wellness markets, including women’s health,
dermatology, and otolaryngology (ears, nose & throat). To learn more about BioPharmX, visit www.BioPharmX.com.
About Korea Investment Partners
Korea Investment Partners (KIP), a Korea Investment Holdings company,
is a private equity company specializing in small- and mid-cap businesses and has been discovering, investing in and promoting
the growth of promising businesses since establishment in 1986. Since 2000, KIP has been managing venture capital funds worth KRW
907.3 billion and an overseas fund worth RMB 100 million while maintaining robust relationships with major long-term institutional
investors including National Pension Service, Korea Finance Corporation and Korea Development Bank based on its solid track record.
To learn more about Korea Investment Partners, visit www.kipvc.com.
Forward-Looking Statements
Statements in this news release relating to the business of BioPharmX,
which are not historical facts, are "forward-looking statements." These forward-looking statements may be identified
by words such as “expect,” “anticipate,” “believe,” or similar expressions that are intended
to identify such forward-looking statements. All forward-looking statements are expressly qualified in their entirety by this cautionary
statement and the risks and other factors detailed in the company’s filings with the Securities and Exchange Commission (SEC).
Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking
statements included in this news release are made only as of the date hereof and the company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as
may be required under applicable securities law.
[Editor's note: See also today's news release entitled, "BioPharmX
Corporation Secures Up
To $12 Million In Private Placement"]
BioPharmX is a trademark of BioPharmX Corporation.
Contact:
Nina Brauer, Marketing Communications Manager, BioPharmX Corporation
P: 650-889-5030
investors@biopharmx.com
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