8-K

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: January 22, 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 January 22, 2015, the Board of Directors (the “Board”) of BioPharmX Corporation (“BioPharmX”) authorized an increase in the number of members of the Board from three to four.  To fill the vacancy as a result of this increase, the Board appointed Michael Hubbard 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. Hubbard is expected to be appointed to the audit committee of the Board and his compensation has not yet been determined.

As with each of BioPharmX’s directors and executive officers, BioPharmX intends to enter into an indemnification agreement with Mr. Hubbard 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. Hubbard and any other person pursuant to which Mr. Hubbard was appointed as a director of BioPharmX. There are no other related person transactions between BioPharmX and Mr. Hubbard, other than those that have been disclosed in this Current Report on Form 8-K.

BioPharmX issued a press release announcing Mr. Hubbard’s appointment to the Board on January 28, 2015, a copy of which is attached to this Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated January 28, 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: January 28, 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 January 28, 2015

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EX-99.1

Exhibit 99.1

Press Release

BIOPHARMX CORPORATION APPOINTS MICHAEL HUBBARD

TO ITS BOARD OF DIRECTORS

Seasoned Financial Executive to Serve as Chairman of Audit Committee

MENLO PARK, Calif., January 28, 2015 — BioPharmX Corporation (OTCQB: BPMX), a biotechnology company focused on the development of novel drug delivery products to address unmet needs in large, well-defined and underserved markets, today announced the appointment of Michael Hubbard as a new independent member of its board of directors.  Hubbard, a seasoned financial executive with a career in public accounting and auditing, will also lead the company’s audit committee.  Hubbard’s appointment brings the board’s total number of members to four.

“We are delighted with Mike’s decision to join BioPharmX’s board of directors,” said Jim Pekarsky, chief executive officer and co-founder of BioPharmX.  “His breadth and depth of experience serving companies of all sizes from venture-backed to Fortune 500 entities and across several sectors — including life sciences — will be invaluable as we continue to position BioPharmX for growth.”

Throughout his career Hubbard had served as a senior audit partner — at Deloitte & Touche LLP prior to retiring and also at PricewaterhouseCoopers LLP.  In these roles he served private and publicly held clients across the life sciences, waste management, construction, and technology sectors, advising domestic and international issuer companies on complex transactions, including 19 IPOs and numerous follow-on equity and debt offerings.  Hubbard holds a B.A. degree in Business Administration with a concentration in Accounting and an MBA degree from Washington State University.  He is a licensed CPA in the states of Washington and California and is a certified (by Deloitte & Touche LLP) practitioner of international financial reporting standards.

About BioPharmX Corporation

BioPharmX Corporation (OTCQB: BPMX) is a Silicon Valley-based biotechnology company, which seeks to provide innovative products through unique, proprietary platform technologies for prescription, over-the-counter (“OTC”), and supplement applications in the fast-growing health and wellness markets, including women’s health, dermatology, and otolaryngology (ears, nose & throat).  To learn more about BioPharmX, visit www.BioPharmX.com.

Forward-Looking Statements

Statements in this news release relating to the business of BioPharmX, which are not historical facts, are “forward-looking statements.”  These forward-looking statements may be identified by words such as “expect,” “anticipate,” “believe,” or similar expressions that are intended to identify such forward-looking statements.  All forward-looking statements are expressly qualified in their entirety by this cautionary statement and the risks and other factors detailed in the company’s filings with the Securities and Exchange Commission (SEC).  Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements.  The forward-looking statements included in this news release are made only as of the date hereof and the company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities law.

BioPharmX is a pending trademark of BioPharmX Inc.

Contact:

Nina Brauer, Sr. Manager Marketing and Communications, BioPharmX Corporation

P:  650-889-5030

investors@biopharmx.com

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