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BioPharmX Announces 1-for-12 Reverse Stock Split Merger Transaction Expected to Close on May 18, 2020

company focused on developing innovative medical dermatology products, today announced that, in anticipation of closing its merger with Timber Pharmaceuticals, it will effect a 1-for-12 reverse stock split of its

Benzinga · 05/15/2020 20:06

company focused on developing innovative medical dermatology products, today announced that, in anticipation of closing its merger with Timber Pharmaceuticals, it will effect a 1-for-12 reverse stock split of its outstanding common stock. The reverse stock split is expected to be effective for trading purposes as of the commencement of trading on Tuesday, May 19, 2020.

(PRNewsfoto/BioPharmX Corporation)

The reverse stock split is intended to increase the per share trading price of BioPharmX common stock in order to meet NYSE American Listing Requirements which will require, among other things, a $2.00 per share price, post-split, upon the closing of the merger. Upon the closing of the merger, which is expected to occur on Monday, May 18, 2020, BioPharmX will change its name to Timber Pharmaceuticals, Inc. and its common stock is expected to begin trading on the NYSE American on Tuesday, May 19, 2020 on a post reverse stock split basis under the symbol "TMBR" under a new CUSIP number 887080109.

As a result of the reverse stock split, every twelve pre-split shares of common stock outstanding will become one share of common stock. The par value of the common stock will remain unchanged at $0.001 per share after the reverse stock split. The reverse stock split will not change the authorized number of shares of the Company's common stock. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder's percentage interest in the Company's equity, except to the extent that the reverse stock split would result in some stockholders owning a fractional share. In that regard, no fractional shares will be issued in connection with the reverse split. Stockholders who would otherwise be entitled to receive a fractional share will instead receive a cash payment based on Monday's closing price of the Company's common stock as reported on the NYSE American. The reverse stock split will also apply to common stock issuable upon the exercise of BioPharmX's outstanding warrants and stock options, with a proportionate adjustment to the numbers of shares which can be purchased upon the exercise of the warrants and stock options and the exercise prices thereof, and under the Company's equity incentive plans.

On May 13, 2020, the holders of a majority of the Company's outstanding shares of common stock approved the reverse stock split and gave the Company's board of directors discretionary authority to select a ratio for the split ranging from 1-for-5 to 1-for-25. The board of directors approved the reverse stock split at a ratio of 1-for-12 on May 15, 2020.

Computershare Trust Company, N.A. is acting as the exchange agent and transfer agent for the reverse stock split. Stockholders holding their shares in book-entry form or in brokerage accounts need not take any action in connection with the reverse stock split. Beneficial holders are encouraged to contact their bank, broker or custodian with any procedural questions.