*The remainder of this cover page shall
be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of
1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 09072X101
|
13G
|
Page
2
of 10 Pages
|
1
|
NAMES
OF REPORTING PERSONS
Empery Asset
Master, Ltd.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE
VOTING POWER
|
6
|
SHARED
VOTING POWER
2,929,659
shares of Common Stock
30,608,846
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
7
|
SOLE
DISPOSITIVE POWER
|
8
|
SHARED
DISPOSITIVE POWER
2,929,659
shares of Common Stock
30,608,846
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,929,659
shares of Common Stock
30,608,846
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (See
Item 4)*
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
|
* As more fully described in
Item 4, the certain Warrants are subject to a 4.99% blocker and certain Warrants are subject to a 9.99% Blocker, and the percentage
set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows
(6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities
and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting
Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).
CUSIP No. 09072X101
|
13G
|
Page
3
of 10 Pages
|
1
|
NAMES
OF REPORTING PERSONS
Empery Tax
Efficient, LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE
VOTING POWER
|
6
|
SHARED
VOTING POWER
1,337,519
shares of Common Stock
14,272,692
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
7
|
SOLE
DISPOSITIVE POWER
|
8
|
SHARED
DISPOSITIVE POWER
1,337,519
shares of Common Stock
14,272,692
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,337,519
shares of Common Stock
14,272,692
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (See
Item 4)*
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
* As more fully described in
Item 4, the certain Warrants are subject to a 4.99% blocker and certain Warrants are subject to a 9.99% Blocker, and the percentage
set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows
(6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities
and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting
Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).
CUSIP No. 09072X101
|
13G
|
Page
4
of 10 Pages
|
1
|
NAMES
OF REPORTING PERSONS
Empery Tax
Efficient II, LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE
VOTING POWER
|
6
|
SHARED
VOTING POWER
3,218,136
shares of Common Stock
31,087,242
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
7
|
SOLE
DISPOSITIVE POWER
|
8
|
SHARED
DISPOSITIVE POWER
3,218,136
shares of Common Stock
31,087,242
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,218,136
shares of Common Stock
31,087,242
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (See
Item 4)*
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
* As more fully described in
Item 4, the certain Warrants are subject to a 4.99% blocker and certain Warrants are subject to a 9.99% Blocker, and the percentage
set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows
(6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities
and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting
Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).
CUSIP No. 09072X101
|
13G
|
Page
5
of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
Empery Asset Management, LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
6
|
SHARED VOTING POWER
7,485,314
shares of Common Stock
75,968,780
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
7
|
SOLE DISPOSITIVE POWER
|
8
|
SHARED DISPOSITIVE POWER
7,485,314
shares of Common Stock
75,968,780
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,485,314
shares of Common Stock
75,968,780
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (See
Item 4)*
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
* As more fully described in
Item 4, the certain Warrants are subject to a 4.99% blocker and certain Warrants are subject to a 9.99% Blocker, and the percentage
set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows
(6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities
and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting
Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).
CUSIP No. 09072X101
|
13G
|
Page
6
of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
Ryan M. Lane
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
6
|
SHARED VOTING POWER
7,485,314
shares of Common Stock
75,968,780
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
7
|
SOLE DISPOSITIVE POWER
|
8
|
SHARED DISPOSITIVE POWER
7,485,314
shares of Common Stock
75,968,780
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,485,314
shares of Common Stock
75,968,780
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (See
Item 4)*
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
* As more fully described in
Item 4, the certain Warrants are subject to a 4.99% blocker and certain Warrants are subject to a 9.99% Blocker, and the percentage
set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows
(6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities
and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting
Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).
CUSIP No. 09072X101
|
13G
|
Page
7
of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
Martin D. Hoe
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
6
|
SHARED VOTING POWER
7,485,314
shares of Common Stock
75,968,780
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
7
|
SOLE DISPOSITIVE POWER
|
8
|
SHARED DISPOSITIVE POWER
7,485,314
shares of Common Stock
75,968,780
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,485,314
shares of Common Stock
75,968,780
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (See
Item 4)*
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
* As more fully described in
Item 4, the certain Warrants are subject to a 4.99% blocker and certain Warrants are subject to a 9.99% Blocker, and the percentage
set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows
(6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities
and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting
Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).
CUSIP No. 09072X101
|
13G
|
Page
8
of 10 Pages
|
This Amendment No. 1 (this
Amendment
)
amends the statement on Schedule 13G filed on May 1, 2017 (the
Original Schedule 13G
, as amended, the
Schedule
13G
), with respect to shares of Common Stock, $0.001 par value (the
Common Stock
), of BioPharmX Corporation
(the
Company
). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings
set forth in the Schedule 13G. This Amendment amends and restates Item 2(a) and 4 in their entirety as set forth below.
Item 2(a).
|
NAME OF PERSON FILING:
This statement is filed by the entities and persons listed below,
who are collectively referred to herein as
Reporting Persons
, with respect to the shares of Common Stock (as
defined in Item 2(d) below) of the Company:
Empery Funds
(i) Empery
Asset Master Ltd., to which the Investment Manager (as defined below) serves as investment manager, with respect to the
shares of Common Stock held by, and underlying the Reported Notes and Reported Warrants (each as defined in Item 4 below)
held by, it (the
EAM Fund
).
(ii) Empery
Tax Efficient, LP, to which the Investment Manager (as defined below) serves as investment manager, with respect to the
shares of Common Stock held by, and underlying the Reported Notes and Reported Warrants (each as defined in Item 4 below)
held by, it (the
ETE Fund
).
(iii) Empery
Tax Efficient II, LP, to which the Investment Manager (as defined below) serves as investment manager, with respect to
the shares of Common Stock held by, and underlying the Reported Notes and Reported Warrants (each as defined in Item 4
below) held by, it (the
ETE II Fund
).
Investment Manager
(iv) Empery
Asset Management, LP (the
Investment Manager
), with respect to the shares of Common Stock held by,
and underlying the Reported Notes and Reported Warrants (as defined below) held by, EAM, ETE and ETE II, the funds to
which the Investment Manager serves as investment manager (the
Empery Funds
).
Reporting Individuals
(v) Mr.
Ryan M. Lane (
Mr. Lane
), with respect to the shares of Common Stock held by, and underlying the Reported
Notes and Reported Warrants held by, the Empery Funds.
(vi) Mr.
Martin D. Hoe (
Mr. Hoe
), with respect to the shares of Common Stock held by, and underlying the Reported
Notes and Reported Warrants held by, the Empery Funds.
The Investment Manager serves as the investment manager
to each of the Empery Funds. Each of the Mr. Lane and Mr. Hoe (the
Reporting Individuals
) is a Managing Member
of Empery AM GP, LLC (the
General Partner
), the general partner of the Investment Manager.
|
CUSIP No. 09072X101
|
13G
|
Page
9
of 10 Pages
|
|
|
The information as of
the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows
5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such
Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 127,508,938
shares of Common Stock issued and outstanding as of November 30, 2017, as represented in the Companys Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on December 12, 2017 and assumes the exercise of
the Companys reported warrants (the
Reported Warrants
) subject to the Blockers (as defined below).
Pursuant
to the terms of the Reported Warrants, the Reporting Persons cannot exercise the Reported Warrants to the extent the Reporting
Persons would beneficially own, after any such exercise, more than 4.99% (or 9.99% in the case of certain Reported Warrants)
of the outstanding shares of Common Stock (the
Blockers
), and
the percentage set forth in Row
11 of the cover page for each Reporting Person gives effect to the Blockers. Consequently, as of the date of the event
which requires the filing of this statement, the Reporting Persons were not able to exercise any of the Reported Warrants
due to the Blockers.
The Investment Manager, which serves as the investment
manager to the Empery Funds, may be deemed to be the beneficial owner of all shares of Common Stock held by, and underlying the
Reported Warrants (subject to the Blockers) held by, the Empery Funds. Each of the Reporting Individuals, as Managing Members
of the General Partner of the Investment Manager with the power to exercise investment discretion, may be deemed to be the beneficial
owner of all shares of Common Stock held by, and underlying the Reported Warrants (subject to the Blockers) held by, the Empery
Funds. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership
of shares of Common Stock owned by another Reporting Person. Each of the Empery Funds and the Reporting Individuals hereby disclaims
any beneficial ownership of any such shares of Common Stock.
|
CUSIP No. 09072X101
|
13G
|
Page
10
of 10 Pages
|
SIGNATURES
After reasonable inquiry and to the best
of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: January 16, 2018
|
|
|
|
EMPERY ASSET MASTER, LTD.
|
|
|
By: EMPERY ASSET MANAGEMENT,
LP
|
|
|
By: EMPERY AM GP, LLC, its General Partner
|
|
|
|
|
|
By:
|
/s/
Ryan M. Lane
|
|
|
Name: Ryan
M. Lane
|
|
|
Title: Managing
Member
|
|
|
|
|
|
EMPERY TAX EFFICIENT, LP
|
|
|
By: EMPERY ASSET MANAGEMENT, LP
|
|
|
By: EMPERY AM GP, LLC, its General Partner
|
|
|
|
|
|
By:
|
/s/
Ryan M. Lane
|
|
|
Name: Ryan
M. Lane
|
|
|
Title: Managing
Member
|
|
|
|
|
|
EMPERY TAX EFFICIENT II, LP
|
|
|
By: EMPERY ASSET MANAGEMENT, LP
|
|
|
By: EMPERY AM GP, LLC, its General Partner
|
|
|
|
|
|
By:
|
/s/
Ryan M. Lane
|
|
|
Name: Ryan
M. Lane
|
|
|
Title: Managing
Member
|
|
|
|
|
|
EMPERY ASSET MANAGEMENT, LP
|
|
|
By: EMPERY AM GP, LLC, its General Partner
|
|
|
|
|
|
By:
|
/s/
Ryan M. Lane
|
|
|
Name: Ryan M. Lane
|
|
|
Title: Managing Member
|
|
|
|
|
|
/s/
Ryan M. Lane
|
|
|
Ryan M. Lane
|
|
|
|
|
|
/s/
Martin D. Hoe
|
|
|
Martin D. Hoe
|
|