MENLO PARK, Calif.,
Nov. 21, 2017 /PRNewswire/ --
BioPharmX Corporation (NYSE AMERICAN: BPMX), a specialty
pharmaceutical company developing products for the dermatology
market, today announced the pricing of an underwritten public
offering of 73,500,000 shares of its common stock (or pre-funded
warrants to purchase common stock in lieu thereof that are being
offered to purchasers that would beneficially own more than 4.99%
(or at the election of the purchaser, 9.99%) of our outstanding
common stock immediately following the consummation of the
offering), together with accompanying Series A common warrants to
purchase an aggregate of 73,500,000 shares of common stock and
Series B common warrants to purchase an aggregate of 73,500,000
shares of common stock. Each share of common stock and, as
applicable, pre-funded warrant is being sold together with a Series
A common warrant to purchase one share of common stock and a Series
B common warrant to purchase one share of common stock at a
combined effective price to the public of $0.15. For each pre-funded warrant
BioPharmX sells, the number of shares of common stock BioPharmX is
offering will be decreased on a one-for-one basis.
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The Series A common warrants will be exercisable immediately at
an exercise price of $0.20 per share
and will expire five years from the date of issuance. The
Series B common warrants will be exercisable immediately at an
exercise price of $0.25 per share,
and will expire upon the earlier of (1) the twenty-first trading
day after the date on which BioPharmX issues a press release
announcing the company has entered into a strategic licensing,
collaboration, partnership or similar agreement for the commitment
to fund the company's phase 3 trials for BPX-01, and (2) the
eighteen month anniversary of issuance. The pre-funded
warrants, if any, will have a nominal exercise price of
$0.001 per share, will be immediately
exercisable and may be exercised at any time until the pre-funded
warrants are exercised in full. The shares of common stock
and pre-funded warrants, and accompanying common warrants, will be
issued separately and will be immediately separable upon
issuance.
The gross proceeds to BioPharmX from this offering, prior to
deducting underwriting discounts and commissions and estimated
offering expenses, and excluding the proceeds, if any, from the
exercise of the warrants, are expected to be approximately
$11 million. BioPharmX intends
to use the net proceeds from the offering to fund further clinical
development of its product candidate BPX-04, as well as for ongoing
expenses of the company's operations and for working capital and
general corporate purposes. The offering is expected to close
on November 24, 2017, subject to
customary closing conditions.
Oppenheimer & Co. Inc. is acting as the sole book-running
manager for the offering, and Roth Capital Partners, LLC and Maxim
Group LLC are acting as co-managers.
A registration statement relating to these securities was
declared effective by the Securities and Exchange Commission (SEC)
on November 20, 2017. The
offering is being made only by means of a prospectus forming part
of the effective registration statement. Copies of the final
prospectus related to the offering, when available, may be obtained
for free from the SEC's website at http://www.sec.gov, or
alternatively from the offices of Oppenheimer & Co. Inc., 85
Broad Street, New York, New York,
10004, by telephone at (212) 667-8563, or by email at
EquityProspectus@opco.com.
This press release shall not constitute an offer to sell, or
the solicitation of an offer to buy, any of the securities
described herein, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or
jurisdiction.
About BioPharmX® Corporation
BioPharmX
Corporation (NYSE AMERICAN: BPMX) is a Silicon Valley-based
specialty pharmaceutical company that 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 future events, such as statements regarding the
anticipated completion, timing, and size of the public offering and
the anticipated use of net proceeds therefrom, 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
uncertainties associated with market conditions and the
satisfaction of customary closing conditions relating to the
offering, as well as risks and uncertainties detailed in the
company's filings with the SEC, including the registration
statement on Form S-1 relating to this offering. 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. 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 laws.
BioPharmX is a registered trademark of BioPharmX, Inc.
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SOURCE BioPharmX Corporation