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Monday, 02/13/2017 10:37:49 AM

Monday, February 13, 2017 10:37:49 AM

Post# of 3061

I am out at .43 after reading this little nugget:

To Our Stockholders,

You are cordially invited to attend a Special Meeting of Stockholders of BioPharmX Corporation. The meeting will be held at the law offices of Fenwick & West LLP, counsel to BioPharmX Corporation, located at 801 California Street, Mountain View, California 94041, on Tuesday, March 28, 2017 at 10:00 a.m. (Pacific Time) for the following purposes:

1.
To approve an amendment to our certificate of incorporation to increase the total number of authorized shares of common stock from 90,000,000 shares to 450,000,000 shares (the " Authorized Share Increase Proposal ").

2.
To approve an amendment to our certificate of incorporation to effect a reverse stock split at a ratio not less than 1-for-2 and not greater than 1-for-25, with the exact ratio to be set within that range at the discretion of our board of directors before January 31, 2018 without further approval or authorization of our stockholders (the " Reverse Split Proposal "). The board of directors may alternatively elect to abandon such proposed amendment and not effect the reverse stock split authorized by stockholders, in its sole discretion.

3.
Contingent upon (i) the approval of the Authorized Share Increase Proposal or (ii) the Reverse Split Proposal and the Board's subsequent determination to effect the reverse split, to approve the amendment of our 2016 Equity Incentive Plan such that the number of shares available for issuance thereunder will increase by 20,000,000 shares on a pre-split basis (the " Plan Increase Proposal ").
In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

On or about [ · ], 2017, the proxy materials related to this special meeting will be mailed to our stockholders.

The board of directors unanimously believes that (i) the Authorized Share Increase Proposal, (ii) the Reverse Split Proposal and (iii) the Plan Increase Proposal are in our best interests and that of our stockholders. Accordingly, our board of directors recommends a vote (i) FOR the Authorized Share Increase Proposal, (ii) FOR the Reverse Split Proposal and (iii) FOR the Plan Increase Proposal.

Please use this opportunity to take part in our company's affairs by voting on the business to come before the meeting. It is important that your shares be represented and voted whether or not you plan to attend the special meeting in person. You may vote by attending the special meeting and voting in person. You also may vote by submitting a proxy. Voting by proxy will ensure your shares are represented at the special meeting. Please review the voting instructions in the enclosed proxy card or the information forwarded by your bank, broker or other holder of record.


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