As filed with the Securities and Exchange Commission on November 22, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BioPharmX Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
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2834
(Primary Standard Industrial
Classification Code Number)
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59-3843182
(I.R.S. Employer
Identification Number)
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1089 Hamilton Court
Menlo Park, California 94025
(650) 889-5020
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Anja Krammer
President
BioPharmX Corporation
1098 Hamilton Court
Menlo Park, California, 94025
(650) 889-5020
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send all communications to:
Jorge del Calvo, Esq.
Davina K. Kaile, Esq.
Patty M. DeGaetano, Esq.
Pillsbury Winthrop Shaw Pittman LLP
2550 Hanover Street
Palo Alto, CA 94304
(650) 233-4500
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Ivan K. Blumenthal, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Chrysler Center
666 Third Avenue
New York, NY 10017
(212) 935-3000
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.
o
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
x
File No. 333-214116
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller
reporting company)
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Smaller reporting company
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities
To Be Registered
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Proposed Maximum
Aggregate Offering
Price(1)(2)
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Amount of
Registration Fee(1)
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Class A Units consisting of:
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(i) Common stock, $0.001 par value(3)
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(ii) Warrants to purchase shares of common stock(4)(5)
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Class B Units consisting of:
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(i) Series A convertible preferred stock, par value $0.001 per share(6)
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(ii) Warrants to purchase shares of common stock(4)(5)
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Common stock issuable upon conversion of Series A Convertible Preferred Stock
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Representatives Warrant to purchase common stock(7)
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Total
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$1,690,050
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$196(8)
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(1)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.
(2)
Represents only the additional securities being registered. Does not include securities that the Registrant previously registered on Registration Statement on Form S-1 (File No. 333-214116).
(3)
Includes shares of common stock which may be issued upon exercise of an option granted to the underwriters to cover overallotments, if any.
(4)
No registration fee required pursuant to Rule 457(g) under the Securities Act of 1933, as amended.
(5)
Represents warrants to purchase a number of shares of common stock equal to 75% of the common stock sold in this offering (including the number of shares of common stock issuable upon conversion of shares of Series A convertible preferred stock sold in this offering but excluding any shares of common stock underlying the warrants issued in this offering).
(6)
Includes shares of common stock issuable upon conversion of the Series A Convertible Preferred Stock.
(7)
Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(g) under the Securities Act of 1933, as amended. Represents warrants to purchase a number of shares of common stock equal to 2.5% of the common stock sold in this offering (including the number of shares of common stock issuable upon conversion of shares of Series A Convertible Preferred Stock sold in this offering but excluding any shares of common stock underlying the warrants issued in this offering). The warrant is exercisable at a per share exercise price equal to 125% of the public offering price per share of common stock.
(8)
An
aggregate of $1,648 was previously paid in connection with the filing of Registration Statement on Form S-1 (File No. 333-214116).
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.