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THOMPSON DESIGNS INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Changes in Registrant's Certifying Accountant, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Financial Statements and Exhibits

January 27, 2014

Item 1.01 Entry Into A Material Definitive Agreement Share Exchange Agreement On January 23, 2014 , Thompson Designs , BPMX and stockholders of BPMX who collectively own 100% of BPMX (the "BPMX Stockholders") entered into and consummated transactions pursuant to a Share Exchange Agreement (the "Share Exchange Agreement," such transaction referred to as the "Share Exchange Transaction"), whereby the Company issued to the BPMX Stockholders an aggregate of 7,025,000 shares of its common stock, par value $0.001 ("Common Stock"), in exchange for 100% of the equity interests of BPMX held by the BPMX Stockholders. The shares of our Common Stock received by the BPMX Stockholders in the Share Exchange Transaction constitute approximately 77.8% of our issued and outstanding Common Stock giving effect to the issuance of shares pursuant to the Share Exchange Agreement. As a result of the Share Exchange Transaction, BPMX became a subsidiary of the Company. The Share Exchange Agreement contains representations and warranties by us, BPMX and the BPMX Stockholders, which are customary for transactions of this type, such as, (1) with respect to the Company: organization, good standing and qualification to do business; capitalization; subsidiaries; authorization and validity of the transaction and transaction documents; consents being obtained or not required to consummate the transaction; no conflict or violation of Articles of Incorporation and By-laws, (2) with respect to BPMX: authorization; capitalization; and, title to BPMX's common stock being exchanged, and (3) with respect to BPMX Stockholders: authorization; no conflict or violation of law; investment purpose; accredited investor status; reliance on exemption on the Company's Common Stock to be exchanged; and, transfer or resale pursuant to the Securities Act. 3 -------------------------------------------------------------------------------- Item 2.01 Completion of Acquisition or Disposition of Assets On January 23, 2014 , we completed the acquisition of BPMX pursuant to the Share Exchange Agreement. The acquisition was accounted for as a reverse merger and recapitalization effected by a share exchange. BPMX is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized. OUR CORPORATE STRUCTURE The following diagram sets forth the structure of the Company as of the date of this Report: [[Image Removed]] Organizational History of Thompson Designs, Inc. Thompson Designs, Inc. was incorporated in Nevada on August 30, 2010 . The business plan of the Company was originally to design and build custom signs for residential and commercial properties. Immediately after the completion of the Share Exchange Transaction, the Company discontinued its custom signs business and changed its business plan to development of novel delivery mechanisms and routes of administration for known drugs and tissues. Organizational History of BioPharmX Inc. BioPharmX Inc. was incorporated on August 18, 2011 in Delaware and is a development-stage biotechnology company focusing on development of novel delivery mechanisms and routes of administration for known drugs and tissues. OUR BUSINESS Overview BioPharmX, Inc. ("BPMX") is a Silicon Valley -based company, which seeks to provide innovative products through unique, proprietary platform technologies for pharmaceutical and over-the-counter ("OTC") applications in the fast growing health and wellness markets, including women's health, dermatology, and otolaryngology (ears, nose & throat). BPMX is primarily a research & development ("R&D") company focusing on the development of novel delivery mechanisms and novel routes of administration for known drugs and tissues. BPMX has expertise in formulation development, intellectual property generation, clinical trial execution, and regulatory strategy definition. BPMX's business model is to outsource much of its manufacturing and commercialization activities in order to maintain its focus on technology sourcing, acquisitions, and partner development to create new products to address unmet needs in well-defined, multi-billion dollar markets. Our Products BPMX's product pipeline includes products in three categories: prescription products, OTC products, and dietary supplements. Products will be delivered as oral, topical, inhalant, and/or injectable forms depending on the platform technology being applied and the anatomical target. Prescription products in development include: ? molecular iodine (I2) pill for the treatment of breast pain associated with fibrocystic breast disease, a woman's health condition; ? topical antibiotics for acne and cutaneous bacterial infection; and, ? injectable filler for wrinkle reduction and volume enhancement In addition to OTC versions of some of our prescription products, our OTC product pipeline also includes a series of medicated bandages, nasal sprays and other products based on BPMX platform technologies. Our supplement product pipeline includes BPMX's breast health pill. Our initial . . . Item 3.02 Unregistered Sales of Equity Securities . Please refer to Item 1.01 - "Entry into a Material Definitive Agreement" for a description of the unregistered sales of equity securities as a result of the Share Exchange Transaction, which is incorporated in its entirety into this Item 3.03. The issuances of these securities were exempt from registration under the Securities Act pursuant to Section 4(2) of the Securities Act, Regulation D and Regulation S promulgated thereunder. Item 4.01 Changes in Registrant's Certifying Accountant Previous Independent Accountants On January 23, 2014 , we dismissed Silberstein Ungar, PLLC ("SUPLLC"), as our independent accountant. The reports of SUPLLC, on our financial statements for the past two fiscal years contained no adverse opinion or a disclaimer of opinion and were not modified; however, the reports were qualified as to the uncertainty of our ability to continue as a going concern due to our dependence on a successful execution of our plan of operations and ability to raise additional financing, lack of our generation of revenues, and our stockholders' deficit and negative working capital. The decision to change independent accountants was approved by our board of directors on January 23, 2014 . 18 -------------------------------------------------------------------------------- During our two most recent fiscal years and through the date of this report, we have had no disagreements with SUPLLC, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of SUPLLC, would have caused it to make reference to the subject matter of such disagreements in its report on our financial statements for such periods. During our two most recent fiscal years and through the date of this report on Form 8-K, there have been no reportable events as defined under Item 304(a)(1)(v) of Regulation S-K adopted by the SEC . We provided SUPLLC, with a copy of this disclosure before its filing with the SEC . We requested that SUPLLC, provide us with a letter addressed to the SEC stating whether or not it agrees with the above statements, and we received a letter from SUPLLC, stating that it does agree with the above statements. A copy of such letter, dated as of January 27, 2014 is filed as Exhibit 16.1 to this report. New Independent Registered Public Accounting Firm Our board of directors appointed Burr Pilger Mayer, Inc. ("BPM") as our new independent registered public accounting firm on January 23, 2014 , which appointment was accepted by BPM effective as of January 24, 2014 . During the two most recent fiscal years and through the date of our engagement, we did not consult with BPM regarding either (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, or (2) any matter that was either the subject of a disagreement or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). Item 5.01 Changes in Control of Registrant. On January 21, 2014 , Ms. Kade Thompson , a majority shareholder of the Company, entered into a Securities Purchase Agreement (the "Purchase Agreement," such transaction, the "Purchase Transaction") with BPMX, pursuant to which Ms. Thompson sold to BPMX 7,000,000 shares of common stock of the Company (the "Control Shares") for an aggregate amount of $20,000 . On January 23, 2014 , the Company entered into and consummated the transactions contemplated by the Share Exchange Agreement with BPMX and its shareholders whereby the Company purchased from the shareholders of BPMX all issued and outstanding shares of BPMX's common stock in consideration of the issuance of 7,025,000 shares of common stock of the Company. Following the issuance of such shares, the Control Shares have been cancelled by BPMX. The Purchase Transaction and the Share Exchange Transaction resulted in (i) a change in control of the Company with the shareholders of BPMX owning approximately 77.8% of the then issued and outstanding shares of common stock of the Company, and (ii) appointment of certain nominees of the shareholders of BPMX as directors and officers of the Company and resignation of Ms. Thompson as director, chief executive officer, chief financial officer, secretary and treasurer of the Company. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On January 21, 2014 , Kade Thompson , our former Chief Executive Officer, President and Director, resigned from each of his positions as a director and officer of the Company. Also, on January 21, 2014 , (i) James Pekarsky was appointed as the Chief Executive Officer, Chief Financial Officer, Treasurer, Director and Chairman of the Company, and (ii) Anja Krammer was appointed as the President, Secretary and Director of the Company. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 23, 2014 , the Company adopted the accounting acquirer's fiscal year end of December 31 as a result of the Share Exchange Transaction consummated on January 23, 2014 . The Share Exchange Transaction is accounted for as a reverse merger and recapitalization with the acquired company, BPMX, becoming the acquirer in this transaction. 19 -------------------------------------------------------------------------------- Item 5.06 Change in Shell Company Status As a result of the Share Exchange Transaction as described in Items 1.01 and 2.01, which description is incorporated by reference in this Item 5.06 of this report, the Company ceased being a shell company as such term is defined in Rule 12b-2 under the Exchange Act. Item 9.01 Financial Statement and Exhibits. (a) Financial Statements of Business Acquired.The financial statements of BPMX are appended to this Current Report beginning on page F-1, and unaudited proforma financial statements of the Company are appended to this report beginning on page F-28. (d) Exhibits. The following exhibits are filed with this report: Exhibit No. Description 2.1 Form of Share Exchange Agreement dated January 23, 2014 by and among the Company, BioPharmX Inc. and BioPharmX Stockholders. 4.1 Form of Notes issued pursuant to the Stock Purchase Agreement dated January 3, 2014 . 4.2 Form of Warrant issuable pursuant to the Stock Purchase Agreement dated January 3, 2014 . 10.1 Form of Stock Purchase Agreement dated January 23, 2014 by and between Kade Thompson and BioPharmX Inc. 10.2 Form of Employment Agreement dated January 23, 2014 by and between James Pekarsky and the Company. 10.3 Form of Employment Agreement dated January 23, 2014 by and between Anja Krammer and the Company. 10.4 Amended and Restated Collaboration and License Agreement dated as of March 1, 2013 by and between BioPharmX Inc. and Iogen LLC . 10.5 Collaboration and Supply Agreement dated as of October 22, 2013 by and between BioPharmX Inc. and Nutech Medical, Inc. 10.6 Lease Agreement dated August 23, 2013 by and between Prologis, L.P. and BioPharmX Inc. 10.7 2014 Equity Incentive Plan. 10.8 Form of Securities Purchase Agreement dated January 3, 2014 by and between BPMX and the investor. 10.9 Form of Amendment to the Securities Purchase Agreement dated January 3, 2014 . 10.10 Form of Security Agreement dated January 3, 2014 by and between BPMX and the collateral agent. 16.1 Letter of Silberstein Ungar, PLLC to the SEC dated January 23, 2014 . 21.1 List of Subsidiaries. 20 -------------------------------------------------------------------------------- BioPharmX Inc. Index to Financial Statements Page Unaudited Condensed Financial Statements as of September 30, 2013 Condensed Balance Sheets (Unaudited) F-2 Condensed Statements of Operations and Comprehensive Loss (Unaudited) F-3 Condensed Statements of Cash Flows (Unaudited) F-4 Notes to Condensed Financial Statements (Unaudited) F-5 - F-12 Financial Statements as of December 31, 2012 and 2011 Report of Independent Registered Public Accounting Firm F-13 Balance Sheets F-14 Statements of Operations and Comprehensive Loss F-15 Statement of Stockholders' Deficit F-16 Statements of Cash Flows F-17 Notes to Consolidated Financial Statements F-18 - F-27 Unaudited Proforma Financial Statements of the Company F-28 Proforma Balance Sheet (Unaudited) F-29 Proforma Statement of Operations (Unaudited) F-30 Notes to Proforma Financial Statements (Unaudited) F-31 F-1 -------------------------------------------------------------------------------- BIOPHARMX, INC. (a development stage enterprise) UNAUDITED CONDENSED BALANCE SHEETS as of September 30, 2013 and December 31, 2012 ____________ September 30, December 31, 2013 2012 ASSETS Current assets: Cash $ 24,059 $ 137,850 Prepaid expenses and other current assets 142,481 1,927 Total current assets 166,540 139,777 Property and equipment, net 29,972 12,194 Intangible assets, net 150,000 - Other assets 50,000 - Total assets $ 396,512 $ 151,971 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable and accrued expenses $ 259,476 $ 16,115 Related party payables 139,280 16,530 Convertible notes, short-term 100,000 - Total current liabilities 498,756 32,645 Convertible notes payable 590,207 162,628 Other long-term liabilities 20,717 2,566 Total liabilities 1,109,680 197,839 Commitments and contingencies (Note 8) Stockholders' deficit: Common stock, $0.0001 par value; 10,000,000 shares authorized; 7,025,000 and 7,400,000 shares issued and outstanding at September 30, 2013 and December 31, 2012 , respectively 703 740 Additional paid-in capital 202,813 48,487 Deficit accumulated during the development stage (916,684 ) (95,095 ) Total stockholders' deficit (713,168 ) (45,868 ) Total liabilities and stockholders' deficit $ 396,512 $ 151,971 F-2 -------------------------------------------------------------------------------- BIOPHARMX, INC. (a development stage enterprise) UNAUDITED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS for thethree and nine months ended September 30, 2013 and 2012 and, cumulatively, for the period from August 18, 2011 (date of inception) to September 30, 2013 ____________ Cumulative for the period from August 18, 2011 Three months ended Nine months ended (date of September 30, September 30, inception) to September 30, 2013 2012 2013 2012 2013 Operating expenses: Research and development $ 221,653 $ 1,154 $ 400,726 $ 3,499 $ 435,477 Sales and marketing 44,725 250 72,728 550 82,011 General and administrative 162,877 4,082 306,406 7,247 352,272 Total operating expenses 429,255 5,486 779,860 11,296 869,760 Loss from operations (429,255 ) (5,486 ) (779,860 ) (11,296 ) (869,760 ) Interest expense (22,210 ) - (41,729 ) - (46,924 ) Net and comprehensive loss $ (451,465 ) $ (5,486 ) $ (821,589 ) $ (11,296 ) $ (916,684 ) F-3 -------------------------------------------------------------------------------- BIOPHARMX, INC. (a development stage enterprise) UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS for the nine months ended September 30, 2013 and 2012 and, cumulatively, for the period from August 18, 2011 (date of inception) to September 30, 2013 ____________ Cumulative for the period from August 18, 2011 Nine months ended (date of September 30, inception) to September 30, 2013 2012 2013 Cash flows from operating activities: Net loss $ (821,589 ) $ (11,296 ) $ (916,684 ) Adjustments to reconcile net loss to net cash from operating activities: Stock-based compensation expense 28,308 5,145 37,165 Depreciation expense 6,251 - 6,871 Noncash interest expense 41,729 - 46,923 Changes in assets and liabilities: Prepaid expenses and other assets (190,554 ) - (192,481 ) Accounts payable and accrued expenses 143,361 (2,207 ) 159,476 Related party payables 122,750 8,880 139,280 Net cash provided by (used in) operating activities (669,744 ) 522 (719,450 ) Cash flows from investing activities: Purchases of property and equipment (24,029 ) (1,631 ) (36,843 ) Purchase of intellectual property (50,000 ) - (50,000 ) Net cash used in investing activities (74,029 ) (1,631 ) (86,843 ) Cash flows from financing activities: Repurchase of common stock (18 ) - (18 ) Proceeds from issuance of common stock - 370 370 Proceeds from issuance of convertible notes payable 630,000 100,000 830,000 Net cash provided by financing activities 629,982 100,370 830,352 Net increase (decrease) in cash and cash equivalents (113,791 ) 99,261 24,059 Cash at beginning of period 137,850 1,953 - Cash at end of period $ 24,059 $ 101,214 $ 24,059 Non-cash financing activities: Fair value of beneficial conversion feature issued in connection with convertible notes payable $ 126,000 $ 20,000 $ 166,000 Intangible assets purchase accrued $ 100,000 $ - $ 100,000


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