2016 Annual Meeting of Stockholders of BioPharmX o

2016 Annual Meeting of Stockholders of BioPharmX on Tuesday, July 5, 2016 at 10:00 a.m. (Pacific Time)

To Our Stockholders,

You are cordially invited to attend the 2016 Annual Meeting of Stockholders of BioPharmX Corporation. The meeting will be held at the law offices of Fenwick & West LLP, counsel to BioPharmX Corporation, located at 801 California Street, Mountain View, California 94041, on Tuesday, July 5, 2016 at 10:00 a.m. (Pacific Time).

The matters to be acted upon are described in the accompanying notice of annual meeting and proxy statement.

Please use this opportunity to take part in our company's affairs by voting on the business to come before the meeting. Whether or not you plan to attend the meeting, please vote by telephone or sign and return a proxy card to ensure your representation at the meeting. Your vote is important.

We hope to see you at the meeting.


Sincerely,

Anja Krammer
President

We are holding the meeting for the following purposes, which are more fully described in the accompanying proxy statement:

1.
To elect four directors of the Company, each to serve until the next annual meeting of stockholders following this meeting and until his or her successor has been elected and qualified or until his or her earlier resignation or removal.

2.
To approve the BioPharmX Corporation 2016 Equity Incentive Plan.

3.
To ratify the appointment of Burr Pilger Mayer, Inc. as our independent registered public accounting firm for the fiscal year ending January 31, 2017.

4.
To hold a non-binding advisory vote on the compensation of our named executive officers.

5.
To hold a non-binding advisory vote regarding the frequency of the advisory vote on executive compensation.