TREX WIND-DOWN, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2020-12-17: Form 8-K; Period of report 2020-12-17; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2020-11-20: Form 8-K; Period of report 2020-11-19; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2020-11-12: Form 8-K; Period of report 2020-11-12; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2020-09-16: Form 8-K; Period of report 2020-09-16; Description 7.01 Regulation FD Disclosure; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2020-12-17 | 8-K | 2020-12-17 | 7.01 Regulation FD Disclosure | 7.01 Timber Pharmaceuticals, Inc. has prepared presentation materials (the “Investor Presentation”) that management intends to use with its conference call to be held at 11 A.M. (EST) on December 17, 2020. | tm2038761d1_8k.htm |
| 2020-11-20 | 8-K | 2020-11-19 | 1.01 Entry into a Material Definitive Agreement | 1.01 As previously reported, on March 27, 2020, Timber Pharmaceuticals, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Holders”) for the purchase by the Holders of securities of the Company, including common stock and warrants. | tm2036265d1_8k.htm |
| 2020-11-12 | 8-K | 2020-11-12 | 2.02 Results of Operations and Financial Condition | 2.02 On November 12, 2020, Timber Pharmaceuticals, Inc. (the “Company”) issued a press release announcing its financial results and certain other information for the quarter ended September 30, 2020. | tm2035821d1_8k.htm |
| 2020-09-16 | 8-K | 2020-09-16 | 7.01 Regulation FD Disclosure | 7.01 Timber Pharmaceuticals, Inc. has prepared presentation materials (the “Investor Presentation”) that management intends to use with its presentation at the H.C. Wainwright 22nd Annual Global Investment Conference to be held at 12:30 P.M. (EDT) on September 16, 2020. | tm2030990d1_8k.htm |
| 2020-08-19 | 8-K | 2020-08-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On August 19, 2020, Linda Broenniman submitted her resignation from the Board of Directors (the “Board”) of Timber Pharmaceuticals, Inc. (the “Company”), effective as of August 19, 2020. 8.01 On August 19, 2020, the Company issued a press release announcing the appointment of Dr. Cohen and Dr. Gaal to the Board. | tm2029002d1_8k.htm |
| 2020-08-18 | 8-K | 2020-08-18 | 2.02 Results of Operations and Financial Condition | 2.02 On August 18, 2020, Timber Pharmaceuticals, Inc. (the “Company”) issued a press release announcing its financial results and certain other information for the quarter ended June 30, 2020. | tm2028751d1_8k.htm |
| 2020-07-02 | 8-K/A | 2020-05-18 | 4.01 Changes in Registrant's Certifying Accountant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 4.01 On May 22, 2020, the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Timber Pharmaceuticals, Inc. (“Timber” or the “Company”) resolved to continue to engage BPM LLP (“BPM LLP”), an independent registered accounting firm, as the Company’s independent registered public accounting firm to review the Company’s condensed consolidated financial statements for the three month period ended April 30, 2020, and, following BPM’s review of the Company’s condensed consolidated financial statements for the three month period ended April 30, 2020, to terminate BPM’s engagement and appoint KPMG LLP (“KPMG”), as the independent registered public accounting firm engaged to audit the Company’s consolidated financial statements. 5.03 As previously reported, in May 2020, the Company acquired Timber Pharmaceuticals LLC (“Timber Sub”), its wholly owned subsidiary, by way of a reverse merger transaction in which Timber Sub is treated as the acquirer for financial accounting purposes. | tm2023963d1_8ka.htm |
| 2020-06-03 | 8-K | 2020-06-02 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. | a20-21538_18k.htm |
| 2020-05-22 | 8-K | 2020-05-18 | 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 2.01 On May 18, 2020, Timber Pharmaceuticals, Inc., formerly known as BioPharmX Corporation (the “Company”), completed its business combination with Timber Pharmaceuticals LLC, a Delaware limited liability company (“Timber Sub”), in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of January 28, 2020 (the “Merger Agreement”), by and among the Company, Timber Sub and BITI Merger, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), as amended by Amendment No. 1 thereto made and entered into as of March 24, 2020 (the “First Amendment”) and Amendment No. 2 thereto made and entered into as of April 27, 2020 (the “Second Amendment”) (the Merger Agreement, as amended by the First Amendment and the Second Amendment, the “Amended Merger Agreement”), pursuant to which Merger Sub merged with and into Timber Sub, with Timber Sub surviving as a wholly-owned subsidiary of the Company (the “Merger”). 3.02 The Company will issue the Bridge Warrants to the Bridge Investors (as defined in Item 8.01) in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act. 3.03 As previously disclosed, at a special meeting of the Company’s stockholders held on May 13, 2020 (the “Special Meeting”), in addition to approving the issuance of Common Stock pursuant to the Merger, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation (the “Certificate of Incorporation”) to effect the Reverse Stock Split and an amendment to the Certificate of Incorporation to change the corporate name of the Company from “BioPharmX Corporation” to “Timber Pharmaceuticals, Inc.” (the “Name Change”). 4.01 Prior to the Merger, the Company’s consolidated financial statements were audited by BPM LLP (“BPM”). 5.01 The information set forth under “Completion of Merger” in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 In accordance with the Amended Merger Agreement, on May 18, 2020, at the Effective Time, (i) Steven M. Bosacki was terminated as Chief Executive Officer; and (ii) Michael Hubbard, Stephen Morlock, David S. Tierney, M.D. and R. Todd Plott resigned from the Board and any respective committee of the Board to which they belonged, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices. 5.03 The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. 8.01 As a result of the Merger, the Company is a clinical-stage medical dermatology company with a focus on rare, orphan designated disorders. | a20-20201_18k.htm |
| 2020-05-15 | 8-K | 2020-05-15 | 8.01 Other Events | 8.01 On May 15, 2020, BioPharmX Corporation (the “Company”) issued a press release announcing that it will effect a 1-for-12 reverse stock split of its outstanding common stock. | a20-19929_18k.htm |
| 2020-05-13 | 8-K | 2020-05-13 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 BioPharmX Corporation (the “Company” or “BioPharmX”) held its Special Meeting of Stockholders on May 13, 2020 (the “Special Meeting”). 8.01 On May 13, 2020, BioPharmX issued a press release announcing that each of the proposals relating to its proposed merger with Timber were approved at the Special Meeting. | a20-19532_18k.htm |
| 2020-05-11 | 8-K | 2020-05-11 | 8.01 Other Events | 8.01 Timber Pharmaceuticals LLC (“Timber”) has agreed that it will waive any claim with respect to Section 3.4 of the Agreement and Plan of Merger and Reorganization, dated as of January 28, 2020 (as amended, the “Merger Agreement”), among BioPharmX Corporation (“BioPharmX”), BITI Merger Sub, Inc. and Timber. | a20-19187_18k.htm |
| 2020-04-27 | 8-K | 2020-04-27 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On April 27, 2020, BioPharmX announced that the date of its special stockholders’ meeting to consider and vote on the proposed merger of BioPharmX with Timber and related matters has been changed. | a20-7217_78k.htm |
| 2020-04-06 | 8-K | 2020-04-06 | 8.01 Other Events | 8.01 On April 6, 2020, Timber Pharmaceuticals LLC (“Timber” or the “Company”) issued a press release announcing that the Company has been awarded the second tranche of the grant from the U.S. Food & Drug Administration Office of Orphan Products Development Orphan Clinical Trials Grants Program after reaching certain clinical milestones in the development of TMB-001. | f8-k.htm |
| 2020-03-30 | 8-K | 2020-03-24 | 1.01 Entry into a Material Definitive Agreement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 1.01 On March 27, 2020, BioPharmX Corporation (the “Company” or “BioPharmX”), Timber Pharmaceuticals LLC (“Timber”), and certain accredited investors (the "Investors") entered into a Securities Purchase Agreement (the "SPA"). 3.01 On March 24, 2020, the Company received a letter from NYSE American LLC ("NYSE American") stating that the NYSE American has begun proceedings to delist the common stock of the Company. | f8-k.htm |
| 2020-02-18 | 8-K | 2020-02-18 | 1.01 Entry into a Material Definitive Agreement | 1.01 On February 14, 2020, BioPharmX Corporation (the “Company”) and Full Cycle Bioplastics Inc. (the “Subleasee”) entered into a Sublease Agreement (the “Sublease”), pursuant to which the Company agreed to sublet to Subleasee approximately 11,793 rentable square feet of office space (the “Premises”), which the Company currently leases, at 115 Nicholson Lane, San Jose, CA 95134. | bpmx-20200218x8k.htm |
| 2020-02-03 | 8-K | 2020-01-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 30, 2020, David S. Tierney, M.D. resigned as the President, Chief Executive Officer, Principal Financial Officer, and as an employee of BioPharmX Corporation (the "Company"). | f8-k.htm |
| 2020-01-29 | 8-K | 2020-01-28 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 On January 28, 2020, BioPharmX Corporation (“BioPharmX”) entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Timber Pharmaceuticals LLC., a Delaware limited liability company (“Timber”) and BITI Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of BioPharmX (“Merger Sub”). 2.03 The description of the Credit Agreement in Item 1.01 above is incorporated herein by reference. 3.02 The description of the Bridge Warrant in Item 1.01 above is incorporated herein by reference. 8.01 Timber has advised BioPharmX that, in connection with the Merger Agreement and the Credit Agreement, Timber has entered into a securities purchase agreement, dated as of January 28, 2020 (the "SPA") with certain institutional investors (the “Buyers”), several of which are also parties to the Exchange Agreement described above, pursuant to which the Buyers have agreed to purchase, and Timber has agreed to issue, senior secured promissory notes the (“Timber Bridge Notes”) from Timber in the aggregate principal amount of $5 million, in exchange for an aggregate purchase price of $3.75 million, representing aggregate OID of $1.25 million. | f8-k.htm |