*The remainder of this cover page shall
be filled out for a reporting person’s 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. 09072X309
|
13G/A
|
Page 2 of 9 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
988,224 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
|
7
|
SOLE DISPOSITIVE POWER
|
8
|
SHARED DISPOSITIVE POWER
988,224 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
988,224 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)
4.99% (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 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. 09072X309
|
13G/A
|
Page 3 of 9 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
455,475 shares of Common Stock issuable
upon exercise of Warrants (See Item 4)*
|
7
|
SOLE DISPOSITIVE POWER
|
8
|
SHARED DISPOSITIVE POWER
455,475 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)* shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
455,475 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)
3.05% (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 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. 09072X309
|
13G/A
|
Page 4 of 9 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
1,020,459 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
|
7
|
SOLE DISPOSITIVE POWER
|
8
|
SHARED DISPOSITIVE POWER
1,020,459 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,020,459 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)
4.99% (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 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. 09072X309
|
13G/A
|
Page 5 of 9 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
2,464,158 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
|
7
|
SOLE DISPOSITIVE POWER
|
8
|
SHARED DISPOSITIVE POWER
2,464,158 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,464,158 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)
4.99% (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 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. 09072X309
|
13G/A
|
Page 6 of 9 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
2,464,158 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
|
7
|
SOLE DISPOSITIVE POWER
|
8
|
SHARED DISPOSITIVE POWER
2,464,158 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,464,158 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)
4.99% (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 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. 09072X309
|
13G/A
|
Page 7 of 9 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
2,464,158 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
|
7
|
SOLE DISPOSITIVE POWER
|
8
|
SHARED DISPOSITIVE POWER
2,464,158 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,464,158 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)
4.99% (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 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. 09072X309
|
13G/A
|
Page 8 of 9 Pages
|
This Amendment No. 3 (this “Amendment”)
amends the statement on Schedule 13G filed on May 1, 2017 (the “Original Schedule 13G”, as amended by Amendment
No. 1 to the Original Schedule 13G filed on January 16, 2018 and Amendment No. 2 to the Original Schedule 13G filed on January
29, 2019, 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 Items 4 and 5 in
their entirety as set forth below.
Item 4.
|
OWNERSHIP.
|
|
|
|
|
|
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 15,227,891 shares of Common Stock issued and outstanding as of November 30, 2019, as
represented in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December
10, 2019 and assumes the exercise of the Company’s 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% 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 all 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.
|
Item 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
|
|
|
|
|
|
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check
the following: [X]
|
|
|
|
|
|
CUSIP No. 09072X309
|
13G/A
|
Page 9 of 9 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 15, 2020
|
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
|