BioPharmX Corp fka BPMX

[sjoseph]

Under the Merger Agreement, following the Merger, (i) the Timber members, including the investors funding the $20 million investment, will own approximately 88.5% of the outstanding common stock of BioPharmX (the "Common Stock"), and (ii) the BioPharmX stockholders will own approximately 11.5% of the outstanding Common Stock, subject to certain adjustments as more particularly set forth in the Merger Agreement. The holder of a preferred membership interest in Timber of approximately $1.7 million will receive shares of newly designated preferred stock of BioPharmX on comparable terms to the preferred membership interest in Timber, provided, such shares will not be convertible into shares of Common Stock. In addition, as part of the financing transaction, post-closing BioPharmX will become obligated to issue warrants to purchase additional shares of Common Stock to the financing source, which may further dilute the holders of interests in the combined company. Upon completion of the Merger, BioPharmX will change its name to Timber Pharmaceuticals, Inc. and the officers and directors of Timber will become the officers and directors of BioPharmX.

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