0000902664-18-000213.txt : 20180116 0000902664-18-000213.hdr.sgml : 20180116 20180116124340 ACCESSION NUMBER: 0000902664-18-000213 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180116 DATE AS OF CHANGE: 20180116 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BioPharmX Corp CENTRAL INDEX KEY: 0001504167 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 593843182 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87755 FILM NUMBER: 18528066 BUSINESS ADDRESS: STREET 1: 1505 ADAMS DRIVE, SUITE D CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-889-5020 MAIL ADDRESS: STREET 1: 1505 ADAMS DRIVE, SUITE D CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER COMPANY: FORMER CONFORMED NAME: THOMPSON DESIGNS INC DATE OF NAME CHANGE: 20101022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Empery Asset Management, LP CENTRAL INDEX KEY: 0001469336 IRS NUMBER: 262107121 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1 ROCKEFELLER PLAZA, SUITE 1205 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-608-3300 MAIL ADDRESS: STREET 1: 1 ROCKEFELLER PLAZA, SUITE 1205 CITY: NEW YORK STATE: NY ZIP: 10020 SC 13G/A 1 p18-0132sc13ga.htm EMPERY ASSET MANAGEMENT, LP

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
SCHEDULE 13G
 
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*
 

BioPharmX Corporation

(Name of Issuer)
 

Common Stock, $0.001 par value

(Title of Class of Securities)
 

09072X101

(CUSIP Number)
 

December 31, 2017

(Date of event which requires filing of this statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

 

Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
 
(Page 1 of 10 Pages)

 

 

*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. 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

 

 

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 127,508,938 shares of Common Stock issued and outstanding as of November 30, 2017, as represented in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 12, 2017 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% (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