31,489,429 Shares of Common Stock 1,515 Shares of Series A Convertible Preferred Stock (Convertible Into 4,328,571 Shares of Common Stock) Warrants to Purchase 26,863,501 Shares of Common Stock BIOPHARMX CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • November 22nd, 2016 • BioPharmX Corp • Pharmaceutical preparations • New York
BioPharmX Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC, as representative (the “Representative”) of the several underwriters named in Schedule I hereto (each, the “Underwriter”) (i) an aggregate of 31,489,429 authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.001 per share of the Company (the “Common Stock”), (ii) an aggregate of 1,515 authorized but unissued shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share of the Company, having the rights, preferences and privileges set forth in the Certificate of Designation in the form of Exhibit A hereto (the “Preferred Shares”), and (iii) warrants (the “Firm Warrants”) to purchase up to an aggregate of 26,863,501 shares of Common Stock of the Company (the “Firm Warrant Shares”). For purposes of this Agreement, the shares of Common Stock issuable upon conversion o
