UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report: January 26, 2016

(Date of earliest event reported)

 

BIOPHARMX CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

 

001-37411   59-3843182
(Commission File Number)   (IRS Employer Identification No.)

 

1098 Hamilton Court

Menlo Park, California

    
(Address of Principal Executive Offices)    

 

 

(650) 889-5020

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former name or former address, if changed since 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 (see General Instruction A.2. below):

 

¨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 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(d)

 

On January 26, 2016, the Board of Directors (the “Board”) of BioPharmX Corporation the “Company”) authorized an increase in the number of members of the Board from five to six.  To fill the vacancy as a result of this increase, the Board appointed Craig Barbarosh to serve as director on the Board until his successor is elected and qualified or until his earlier resignation or removal in the manner provided for in the Company’s Bylaws.  The appointment of Mr. Barbarosh as an independent member of the Board was also recommended by investment vehicles of Franklin Advisors, Inc. pursuant to that certain Standstill Agreement dated December 10, 2015. Mr. Barbarosh has been appointed to serve on the Audit Committee and Compensation Committee and has also been appointed to serve as the chair of the Nominating and Corporate Governance Committee.

 

Mr. Barbarosh will receive quarterly cash compensation of $5,000 in consideration for serving as chair of the Nominating and Corporate Governance Committee. On January 26, 2016, Mr. Barbarosh was also granted options to purchase 50,000 shares of the Company’s common stock at an exercise price of $1.55 per share, which was equal to the closing price of the Company’s common stock on the NYSE MKT on such date. The options are subject to the terms and conditions of the Company’s 2014 Equity Incentive Plan and its related grant agreements.  The option grants will vest and become exercisable as to 1/24th of the shares each month after the date of grant over a two year period.

 

 As with each of the Company’s directors and executive officers, BioPharmX intends to enter into an indemnification agreement with Mr. Barbarosh to give him additional contractual assurances regarding the scope of indemnification provided in the Company’s certificate of incorporation and to provide additional procedural protections.

 

Other than those that have been disclosed in this Current Report on Form 8-K, there are no other arrangements or understandings between Mr. Barbarosh and any other person pursuant to which Mr. Barbarosh was appointed as a director of the Company and there are no other related person transactions between the Company and Mr. Barbarosh.

 

The Company issued a press release announcing Mr. Barbarosh’s appointment to the Board on January 26, 2016, a copy of which is attached to this Form 8-K as Exhibit 99.1.

 

Item 9.01Financial Statements and Exhibits

(d)

 

Exhibit No. Description
   
99.1 Press release by BioPharmX Corporation dated January 27, 2016.

 

 

 

 

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.

 

  BIOPHARMX CORPORATION  
       
       
Date: January 27, 2016 By: /s/ James R. Pekarsky  
  Name: James R. Pekarsky  
  Title: Chief Executive Officer and Chairman of
the Board of Directors		  

  

 

 

 

EXHIBIT INDEX

 

Exhibit No. Description
   
99.1 Press release by BioPharmX Corporation dated January 27, 2016.

 

 



Exhibit 99.1
 

BioPharmX Corporation Appoints Craig A. Barbarosh to its Board of Directors



Veteran of corporate and civic boards adds more than 20 years of corporate experience to BioPharmX Board

MENLO PARK, Calif., Jan. 27, 2016 /PRNewswire/ -- BioPharmX Corporation (NYSE MKT: BPMX), a specialty pharmaceutical company focusing on dermatology and women's health, today announced that Craig A. Barbarosh has joined the company's board of directors. He will serve as an independent board member on the audit and compensation committees and will chair the nominating and corporate governance committee.

BioPharmX (BPMX)

Barbarosh is a member of the board of directors of Sabra Health Care REIT, Inc., which operates 170 healthcare facilities across the United States and Canada, where he serves as chairman of the audit committee and is a member of its compensation committee. Barbarosh is also an independent director and vice chairman of the board at Quality Systems, Inc., a leading healthcare information technology company, where he serves as the chairman of the nominating and governance committee and a member of the compensation and transaction committees of the board, as well as a director of the company's wholly-owned India subsidiary.

Barbarosh is also a partner at a major international law firm, and is a recognized expert in corporate governance and organization. Barbarosh has participated in more than 150 financial and operational restructurings throughout the United States and has counseled clients on varied complex business transactions.

Chambers USA, which has been ranking the best lawyers since 1990, called Barbarosh an "incredibly measured and practical negotiator" who has an "impressive ability to manage large, complex matters."

"Craig's deep experience in matters of corporate governance and organization will serve BioPharmX well as we continue to grow our pipeline and expand our organization," said Jim Pekarsky, chief executive officer and co-founder of BioPharmX Corporation. "His legal insight will be particularly useful when we begin to actively pursue licensing opportunities as the products in our pipeline pass regulatory milestones."

"I am particularly excited to join the board of BioPharmX because it is on the cutting-edge of developing groundbreaking products to address unmet medical needs in dermatology and women's health," Barbarosh said. "I am very impressed with the company's product pipeline and management team and I am looking forward to helping BioPharmX advance its strategic growth and expand its business."

Barbarosh received his law degree from University of the Pacific McGeorge School of Law, where he graduated with honors, and a bachelor's degree in Business Economics from University of California, Santa Barbara.

About BioPharmX® Corporation

BioPharmX Corporation (NYSE MKT: BPMX) is a Silicon Valley-based specialty pharmaceutical company, which seeks to provide products through proprietary platform technologies for prescription, over-the-counter (OTC), and supplement applications in the health and wellness markets, including dermatology and women's health. 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). These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including the risk that the company's efforts to grow its pipeline, develop its products and expand its business are unsuccessful. 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.

BioPharmX and Violet are registered trademarks of BioPharmX, Inc. All other brand and product names are trademarks or registered trademarks of their respective holders.

Logo - http://photos.prnewswire.com/prnh/20150711/235327LOGO



CONTACT: Nina Brauer, Senior Manager, Marketing & Communications, nbrauer@biopharmx.com, (650) 889-5030, Investor Relations Contact: Lynn Pieper or Leigh Salvo, investors@biopharmx.com (415) 513-1281

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