SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TardiMed Sciences LLC

(Last)

(First)

(Middle)

50 TICE BOULEVARD, SUITE A26

(Street)

WOODCLIFF LAKE

07677

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Timber Pharmaceuticals, Inc. [ TMBR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	05/18/2020		J⁽¹⁾		5,666,152	A	⁽¹⁾	5,666,152	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽²⁾	05/18/2020		J⁽²⁾		1,821		⁽²⁾	⁽²⁾	Common Stock, par value $0.001 per share	⁽²⁾	⁽²⁾	1,821	D

Explanation of Responses:

1. Pursuant to that certain Agreement and Plan of Merger, dated as of January 28, 2020, as amended, by and among Timber Pharmaceuticals, Inc. (f/k/a BioPharmX Corporation) (the "Issuer"), Timber Pharmaceuticals LLC ("Timber Sub") and BITI Merger Sub Inc. (the "Merger Agreement"), Reporting Person received approximately 629.57 shares of the Issuer's common stock, $0.001 par value (the "Common Stock"), for each Timber Sub common unit owned, subject to adjustment for any reverse stock split. Prior to the merger, the Issuer effected a reverse stock split at a ratio of 1 new share for every 12 shares of Issuer Common Stock outstanding. All share numbers reflect the reverse stock split. Reporting Person previously reported securities of Issuer held by Timber Sub as indirectly held.

2. Pursuant to the terms of the Merger Agreement, Reporting Person received 1,821 convertible Series A preferred stock (the "Series A Preferred Stock") of Issuer in exchange for preferred units of Timber Sub. Each share of Series A Preferred Stock is convertible at any time at the holder's option into that number of shares of Common Stock at a conversion price equal to the stated value of the Series A Preferred Stock of $1,000 (plus any accrued dividends) divided by the conversion price, which shall be the greater of (i) the amount that is 300% of the volume weighted closing price of the Common Stock for the five consecutive trading days ending May 12, 2020, or (ii) the amount that is 110% of the Final Price Per Share as defined in the securities purchase agreement entered into on March 27, 2020 by and among the Issuer, Timber Sub and the certain investors party thereto.

	/s/ Michael Derby, Managing Partner of TardiMed Sciences LLC	05/20/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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