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:  December 17, 2018

(Date of earliest event reported)

BIOPHARMX CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001‑37411	59‑3843182
(Commission File Number)	(IRS Employer Identification No.)
115 Nicholson Drive San Jose, California	95134
(Address of Principal Executive Offices)	(Zip Code)

(650)  889-5020

(Registrant’s Telephone Number, Including Area Code)

1505 Adams Drive, Suite D

Menlo Park, California  94025

(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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)
☐	Pre‑commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))
☐	Pre‑commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

	Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

(a)

On December 17, 2018, BioPharmX Corporation (“Company”) received a notice from the NYSE American LLC (“NYSE American”) that the Company is not in compliance with the stockholders’ equity requirements set forth in Section 1003(a)(i) and Section 1003(a)(ii) of the NYSE American Company Guide. The Company reported stockholders’ equity of $0.6 million as of October 31, 2018 and net losses in its five most recent fiscal years ended January 31, 2018.  The continued listing standards are as follows:

                  Stockholders’ equity of $2.0 million or more if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years (Section 1003(a)(i));

                  Stockholders’ equity of $4.0 million or more if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years (Section 1003(a)(ii)); and

                  Stockholders’ equity of $6.0 million or more if it has reported losses from continuing operations and/or net losses in its five most recent fiscal years (Section 1003(a)(iii)).

As previously announced, NYSE Regulation reviewed the Company's plan to regain compliance with these standards and granted the Company a plan period through September 24, 2019.

The Company’s common stock will continue to be listed and traded on NYSE American during the plan period, subject to the Company’s compliance with NYSE American’s other applicable continued listing standards. The Company’s stock symbol “BPMX” will be assigned a “.BC” indicator by NYSE American to signify that the Company currently is not in compliance with NYSE American’s continued listing standards. In the event the Company fails to regain compliance in accordance with Section 1009 of the NYSE American Company Guide during the plan period, the Company’s common stock will be subject to NYSE American’s suspension and delisting procedures.

A press release regarding this matter was issued by us on December 20, 2018, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibit No.	Description
99.1	Press release issued by BioPharmX Corporation, dated December 20, 2018

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: December 20, 2018	By:	/s/ David S. Tierney
		Name:	David S. Tierney
		Title:	Chief Executive Officer

EX-99.1

Press Release

BioPharmX Receives Notice of Noncompliance from NYSE American

MENLO PARK, Calif., Dec.  20, 2018 /PRNewswire/ -- BioPharmX Corporation (NYSE American: BPMX), a specialty pharmaceutical company focused on developing innovative medical dermatology products, received a notice on December 17, 2018 from the NYSE American LLC (the “NYSE American”) that the Company is not in compliance with the stockholders' equity requirements set forth in Section 1003(a)(i) and Section 1003(a)(ii) of the NYSE American Company Guide. The Company reported stockholders' equity of $0.6 million as of October 31, 2018 and net losses in its five most recent fiscal years ended January 31, 2018.  The continued listing standards require listed companies to maintain stockholders' equity of $2.0 million or more if they have reported losses from continuing operations and/or net losses in their three most recent fiscal years.    As previously announced, NYSE Regulation reviewed the Company's plan to regain compliance with the continued listing standards and granted a plan period through September 24, 2019.

The Company's common stock will continue to be listed and traded on NYSE American during the plan period, subject to the Company's compliance with NYSE American's other applicable continued listing standards. The letter does not affect the company's business operations or its Securities and Exchange Commission reporting requirements.

About BioPharmX® Corporation
BioPharmX Corporation (NYSE American: BPMX) is a specialty pharmaceutical company developing prescription products through proprietary platform technologies for dermatology indications. To learn more about BioPharmX, visit www.BioPharmX.com.

Forward-Looking Statement
The information in this press release contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the "safe harbor" created by those sections. This press release contains forward-looking statements about the company's expectations, plans, intentions, and strategies, including, but not limited to, our ability to regain compliance with the continued listing standards of the NYSE American. Additional risks are set forth in our filings with the Securities and Exchange Commission, including those described in the company's Quarterly Report on Form 10-Q for the most recent fiscal quarter. 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 such statements. BioPharmX is a registered trademark of BioPharmX, Inc.

For further information:    investors@biopharmx.com