BioPharmx corporation 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)
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.
