Filing Details
- Accession Number:
- 0000902664-19-000474
- Form Type:
- 13G Filing
- Publication Date:
- 2019-01-29 11:48:20
- Filed By:
- Empery Asset Management, Lp
- Company:
- Timber Pharmaceuticals Inc. (NYSE:TMBR)
- Filing Date:
- 2019-01-29
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Empery Asset Master, Ltd | 6 | 7,858,659 | 8 | 7,858,659 | 7,858,659 | 8.20% |
| Empery Tax Efficient | 6 | 3,587,827 | 8 | 3,587,827 | 3,587,827 | 2.76% |
| Empery Tax Efficient II | 6 | 8,632,486 | 8 | 8,632,486 | 8,632,486 | 8.96% |
| Empery Asset Management | 6 | 20,078,972 | 8 | 20,078,972 | 20,078,972 | 9.99% |
| Ryan M. Lane | 6 | 20,078,972 | 8 | 20,078,972 | 20,078,972 | 9.99% |
| Martin D. Hoe | 6 | 20,078,972 | 8 | 20,078,972 | 20,078,972 | 9.99% |
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| | |
| SCHEDULE 13G | |
| | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 1)* | |
| BioPharmX Corporation | |
| (Name of Issuer) | |
| Common Stock, $0.001 par value | |
| (Title of Class of Securities) | |
| 09072X101 | |
| (CUSIP Number) | |
| December 31, 2018 | |
| (Date of event which requires filing of this statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: | |
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 9 Pages) | |
______________________________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAMES OF REPORTING PERSONS
Empery Asset Master, Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
| ||
| 6 | SHARED VOTING POWER 7,858,659 shares of Common Stock 24,705,574 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | |||
| 7 | SOLE DISPOSITIVE POWER
| |||
| 8 | SHARED DISPOSITIVE POWER 7,858,659 shares of Common Stock 24,705,574 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,858,659 shares of Common Stock 24,705,574 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.20% (See Item 4)* | |||
| 12 | TYPE OF REPORTING PERSON OO | |||
* As more fully described in Item 4, the certain Warrants are subject to a 4.99% blocker and certain Warrants are subject to a 9.99% Blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).
| 1 | NAMES OF REPORTING PERSONS
Empery Tax Efficient, LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
| ||
| 6 | SHARED VOTING POWER 3,587,827 shares of Common Stock 11,986,862 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | |||
| 7 | SOLE DISPOSITIVE POWER
| |||
| 8 | SHARED DISPOSITIVE POWER 3,587,827 shares of Common Stock 11,986,862 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,587,827 shares of Common Stock 11,986,862 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.76% (See Item 4)* | |||
| 12 | TYPE OF REPORTING PERSON PN | |||
* As more fully described in Item 4, the certain Warrants are subject to a 4.99% blocker and certain Warrants are subject to a 9.99% Blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).
| 1 | NAMES OF REPORTING PERSONS
Empery Tax Efficient II, LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
| ||
| 6 | SHARED VOTING POWER
8,632,486 shares of Common Stock 24,911,344 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | |||
| 7 | SOLE DISPOSITIVE POWER
| |||
| 8 | SHARED DISPOSITIVE POWER
8,632,486 shares of Common Stock 24,911,344 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,632,486 shares of Common Stock 24,911,344 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.96% (See Item 4)* | |||
| 12 | TYPE OF REPORTING PERSON PN | |||
* As more fully described in Item 4, the certain Warrants are subject to a 4.99% blocker and certain Warrants are subject to a 9.99% Blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).
| 1 | NAMES OF REPORTING PERSONS Empery Asset Management, LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
| ||
| 6 | SHARED VOTING POWER 20,078,972 shares of Common Stock 61,603,780 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | |||
| 7 | SOLE DISPOSITIVE POWER
| |||
| 8 | SHARED DISPOSITIVE POWER 20,078,972 shares of Common Stock 61,603,780 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,078,972 shares of Common Stock 61,603,780 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% (See Item 4)* | |||
| 12 | TYPE OF REPORTING PERSON PN | |||
* As more fully described in Item 4, the certain Warrants are subject to a 4.99% blocker and certain Warrants are subject to a 9.99% Blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).
| 1 | NAMES OF REPORTING PERSONS Ryan M. Lane | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
| ||
| 6 | SHARED VOTING POWER 20,078,972 shares of Common Stock 61,603,780 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | |||
| 7 | SOLE DISPOSITIVE POWER
| |||
| 8 | SHARED DISPOSITIVE POWER 20,078,972 shares of Common Stock 61,603,780 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,078,972 shares of Common Stock 61,603,780 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% (See Item 4)* | |||
| 12 | TYPE OF REPORTING PERSON IN | |||
* As more fully described in Item 4, the certain Warrants are subject to a 4.99% blocker and certain Warrants are subject to a 9.99% Blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).
| 1 | NAMES OF REPORTING PERSONS Martin D. Hoe | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
| ||
| 6 | SHARED VOTING POWER 20,078,972 shares of Common Stock 61,603,780 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | |||
| 7 | SOLE DISPOSITIVE POWER
| |||
| 8 | SHARED DISPOSITIVE POWER 20,078,972 shares of Common Stock 61,603,780 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,078,972 shares of Common Stock 61,603,780 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
| |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% (See Item 4)* | |||
| 12 | TYPE OF REPORTING PERSON IN | |||
* As more fully described in Item 4, the certain Warrants are subject to a 4.99% blocker and certain Warrants are subject to a 9.99% Blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).
This Amendment No. 2 (this "Amendment") amends the statement on Schedule 13G filed on May 1, 2017 (the "Original Schedule 13G", as amended by Amendment No. 1 to the Original Schedule 13G filed on January 16, 2018 (the Original Schedule 13G, as amended, the "Schedule 13G"), with respect to shares of Common Stock, $0.001 par value (the "Common Stock"), of BioPharmX Corporation (the "Company"). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13G. This Amendment amends and restates Item 4 in its entirety as set forth below.
| Item 4. | OWNERSHIP. |
| The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 212,815,296 shares of Common Stock issued and outstanding as of November 30, 2018, as represented in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2018 and assumes the exercise of the Company’s reported warrants (the “Reported Warrants”) subject to the Blockers (as defined below). | |
| Pursuant to the terms of the Reported Warrants, the Reporting Persons cannot exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% (or 9.99% in the case of certain Reported Warrants) of the outstanding shares of Common Stock (the "Blockers"), and the percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Blockers. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise all of the Reported Warrants due to the Blockers. | |
| The Investment Manager, which serves as the investment manager to the Empery Funds, may be deemed to be the beneficial owner of all shares of Common Stock held by, and underlying the Reported Warrants (subject to the Blockers) held by, the Empery Funds. Each of the Reporting Individuals, as Managing Members of the General Partner of the Investment Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by, and underlying the Reported Warrants (subject to the Blockers) held by, the Empery Funds. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Each of the Empery Funds and the Reporting Individuals hereby disclaims any beneficial ownership of any such shares of Common Stock. |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: January 29, 2019
| EMPERY ASSET MASTER, LTD. | |
| By: EMPERY ASSET MANAGEMENT, LP | |
| By: EMPERY AM GP, LLC, its General Partner | |
| By: _/s/ Ryan M. Lane | |
| Name: Ryan M. Lane | |
| Title: Managing Member | |
| EMPERY TAX EFFICIENT, LP | |
| By: EMPERY ASSET MANAGEMENT, LP | |
| By: EMPERY AM GP, LLC, its General Partner | |
| By: /s/ Ryan M. Lane | |
| Name: Ryan M. Lane | |
| Title: Managing Member | |
| EMPERY TAX EFFICIENT II, LP | |
| By: EMPERY ASSET MANAGEMENT, LP | |
| By: EMPERY AM GP, LLC, its General Partner | |
| By: /s/ Ryan M. Lane | |
| Name: Ryan M. Lane | |
| Title: Managing Member | |
| EMPERY ASSET MANAGEMENT, LP | |
| By: EMPERY AM GP, LLC, its General Partner | |
| By: s/ Ryan M. Lane | |
| Name: Ryan M. Lane | |
| Title: Managing Member | |
| /s/ Ryan M. Lane | |
| Ryan M. Lane | |
| /s/ Martin D. Hoe | |
| Martin D. Hoe |