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EX-99.1 - EX-99.1 - Timber Pharmaceuticals, Inc.a15-8157_1ex99d1.htm

 

 

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: March 26, 2015

(Date of earliest event reported)

 

BIOPHARMX CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

000-54871

 

59-3843182

(Commission File Number)

 

(IRS Employer Identification No.)

 

1098 Hamilton Court

Menlo Park, California

 

94025

(Address of Principal Executive Offices)

 

(Zip Code)

 

(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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 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 March 26, 2015, the Board of Directors (the “Board”) of BioPharmX Corporation (“BioPharmX”) authorized an increase in the number of members of the Board from four to five.  To fill the vacancy as a result of this increase, the Board appointed Stephen Morlock 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 BioPharmX’s By-laws.  Mr. Morlock’s compensation has not yet been determined.

 

Mr. Morlock has been appointed to serve on the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board, and he will chair the Compensation Committee and Nominating and Corporate Governance Committee.

 

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

 

There is no arrangement or understanding between Mr. Morlock and any other person pursuant to which Mr. Morlock was appointed as a director of BioPharmX. There are no other related person transactions between BioPharmX and Mr. Morlock, other than those that have been disclosed in this Current Report on Form 8-K.

 

BioPharmX issued a press release announcing Mr. Morlock’s appointment to the Board on March 30, 2015, a copy of which is attached to this Form 8-K as Exhibit 99.1.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

(b)

 

On March 26, 2015, the Board approved a change in BioPharmX’s fiscal year to a fiscal year beginning on February 1 and ending on January 31 of each year, such change is effective as of February 1, 2015. BioPharmX’s 2014 fiscal year ended on December 31, 2014, and BioPharmX will file a transition report for the period of January 1, 2015 to January 31, 2015, on a Form 10-KT.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.

 

Description

99.1

 

Press Release dated March 30, 2015

 

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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: March 26, 2015

By:

/s/ JAMES R. PEKARSKY

 

Name:

James R. Pekarsky

 

Title:

Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors

 

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EXHIBIT INDEX

 

Exhibit
No.

 

Description

99.1

 

Press Release dated March 30, 2015

 

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