BIOSPECIFICS TECHNOLOGIES CORP.
35 WILBUR STREET
LYNBROOK, NEW YORK 11563
516-593-7000

April 29, 201630, 2019

Dear Stockholder:

On behalf of the Board of Directors (the "Board") of BioSpecifics Technologies Corp. (the “Company”"Company" "BioSpecifics" or "we"), I invite you to attend our 20162019 Annual Meeting of Stockholders (the “2016"2019 Annual Meeting”Meeting"). The 20162019 Annual Meeting will be held on Thursday, June 2, 2016,13, 2019, at 11:00 a.m., Eastern Daylight Time, at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178.

The matters to be voted upon at the 20162019 Annual Meeting are listed in the Notice of the 20162019 Annual Meeting and more fully described in the proxy statement accompanying this letter (the “Proxy Statement”"Proxy Statement"). The Proxy Statement also provides information regarding the compensation paid to our named executive officers. For fiscal year 2018, the Company's only named executive officer was our former President, Thomas Wegman. Mr. Wegman served as the Company's President for the entirety of 2018, but sadly, he passed away on March 13, 2019. As discussed in greater detail in the Proxy Statement, I was appointed interim Principal Executive Officer and Patrick Caldwell was appointed interim Principal Financial Officer on April 1, 2019.

At the 20162019 Annual Meeting, you will be provided an opportunity to ask questions regarding the matters to be voted upon, gain an up-to-date perspective on the Company and its activities, and meet the directors of the Company.

We know that many of our Company’sCompany's stockholders (each, a “Stockholder”"Stockholder", and collectively, the “Stockholders”"Stockholders") will be unable to attend the 20162019 Annual Meeting in person. We therefore, are soliciting proxies so that each Stockholder has an opportunity to vote on the matters that are scheduled to come before the Stockholders at the 20162019 Annual Meeting. Whether or not you plan to attend, please take the time now to read the Proxy Statement and vote and submit your proxy by signing, dating and returning your proxy card promptly in the enclosed postage-paid envelope. You may revoke your proxy at any time prior to the time it is voted at the 2016 Annual Meeting. Regardless of the number of Company shares you own, your presence in person or by proxy is important for quorum purposes and your vote is important for proper corporate action.

Thank you for your continuing interest in the Company. We look forward to seeing you at the 20162019 Annual Meeting.

If you have any questions about the Proxy Statement, please contact me at (516) 593-7000.

Sincerely,

/s/ Thomas WegmanDr. Ronald Law                     
Thomas WegmanDr. Ronald Law
PresidentPrincipal Executive Officer

BIOSPECIFICS TECHNOLOGIES CORP.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 2, 201613, 2019

To the Stockholders of BIOSPECIFICS TECHNOLOGIES CORP.BioSpecifics Technologies Corp.:

Notice is hereby given that the 20162019 Annual Meeting of Stockholders (the “2016 Annual Meeting”) of BioSpecifics Technologies Corp., a Delaware corporation (the “Company”),the Company, will be held on Thursday, June 2, 2016,13, 2019, at 11:00 a.m., Eastern Daylight Time, at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178 for the following purposes:

1. To elect Mr. Michael Schamroth to the second class of directors of the Board of Directors of the Company to serve for a three-year term as specified in the attached Proxy Statement;
2. To ratify the appointment of EisnerAmper LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2019; and
3. To approve the Biospecifics Technologies Corporation 2019 Omnibus Incentive Compensation Plan (the "2019 Plan").
   

We also will also consider and act upon such other business as may properly come before the 20162019 Annual Meeting or any adjournment thereof.

Our Board of Directors recommends that you vote “"FOR”" each of the nominees for the second class of directors (Proposal No. 1), and “"FOR”" ratification of the independent registered public accounting firm (Proposal No. 2)., and "FOR" approval of the 2019 Plan (Proposal No. 3)

Only the Company’sCompany's stockholders of record at the close of business on April 22, 201615, 2019 are entitled to this notice (this “Notice”"Notice") and to vote at the 20162019 Annual Meeting and any adjournment thereof.

A proxy statementThe date on which the Proxy Statement is first being mailed or released to the Company's Stockholders is April 30, 2019. The Proxy Statement, which more fully describingdescribes the matters to be considered at the 20162019 Annual Meeting, (the “Proxy Statement”) is attached to this Notice. Copies of our 20152018 Annual Report on Form 10-K (including the financial statements and schedules thereto, as filed with the Securities and Exchange Commission)Commission (the "SEC")) accompany this Notice, but are not deemed to be part of the Proxy Statement.

It is important that your shares be represented at the meeting.2019 Annual Meeting. We urge you to review the attached Proxy Statement and, whether or not you plan to attend the meeting2019 Annual Meeting in person, please vote your shares promptly by completing, signing and returning the accompanying proxy card. You do not need to affix postage to the enclosed reply envelope if you mail it within the United States. If you attend the meeting, you may withdraw your proxy and vote your shares personally.

If your shares are not registered in your own name and you would like to attend the 20162019 Annual Meeting, please ask the bank, broker or other institution that holds your shares to provide you with evidence of your share ownership. This will enable you to gain admission to the meeting.

All stockholdersStockholders are extended an invitation to attend the meeting.

By Order of the Board of Directors,

/s/ Thomas WegmanDr. Ronald Law
Thomas Wegman
President
Dr. Ronald Law

Principal Executive Officer

April 29, 201630, 2019

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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on June 2, 2016
13, 2019

The Proxy Statement, Proxy Card and our 20152018 Annual Report on Form 10-K are available at
http://www.materials.proxyvote.com/090931.090931.

Forward-Looking Statements

This Proxy Statement contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"), including in our Principal Executive Officer's letter to our stockholders, which represent our expectations or beliefs concerning future events. Forward-looking statements include those containing such words as "anticipates," "believes," "could," "estimates," "expects," "forecasts," "goal," "intends," "may," "outlook," "plans," "projects," "seeks," "sees," "should," "targets," "will," "would," or other words of similar meaning. These forward-looking statements rely on assumptions and involve risks and uncertainties, many of which are beyond our control, including, but not limited to factors detailed herein and under Part I, "Item 1A. Risk Factors" and in other sections of our most recent Annual Report on Form 10-K and in other filings with the SEC.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on our forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and, except as required by law, we undertake no duty to update or revise any forward-looking statement.

Website Information

BIOSPECIFICS TECHNOLOGIES CORP.
35 WILBUR STREET
LYNBROOK, NEW YORK 11563
__________

________________

PROXY STATEMENT FOR THE 20162019 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Thursday, June 2, 201613, 2019 at 11:00 a.m., Eastern Daylight Time (“EDT”("EDT")
__________

________________

This proxy statement (the “Proxy Statement”)Proxy Statement and the accompanying proxy card (the “Proxy Card”"Proxy Card") are being furnished with respect to the solicitation of proxies by the Board of Directors (the “Board”) of BioSpecifics Technologies Corp., a Delaware corporation (the “Company,” “BioSpecifics” or “we”),the Company, for the 20162019 Annual Meeting of Stockholders (the “2016 Annual Meeting”).Meeting. The 20162019 Annual Meeting will be held at 11:00 a.m., EDT, on Thursday, June 2, 2016,13, 2019, and at any adjournment thereof, at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178.

The approximate date on which the Proxy Statement and Proxy Card are intended to be sentfirst is being released or givenmailed to the Company’s stockholders (each a “Stockholder” and collectively, the “Stockholders”)Stockholders is April 29, 2016.30, 2019.

The purposes of the 20162019 Annual Meeting are to seek Stockholder approval of the following twothree proposals:

We also will also consider and act upon any other matters that properly come before the 2019 Annual Meeting or any adjournment or postponement thereof.

Who May Vote

Stockholders of record of our common stock (the “Common Stock”"Common Stock") as of the close of business on April 22, 201615, 2019 (the “Record Date”"Record Date") are entitled to notice and to vote at the 20162019 Annual Meeting and any adjournment thereof. As of the Record Date, we had issued and outstanding 7,020,7247,286,902 shares of Common Stock. We have no other securities entitled to vote at the 20162019 Annual Meeting. Each share of Common Stock is entitled to one vote on each matter. There is no cumulative voting.

A list of Stockholders entitled to vote at the 20162019 Annual Meeting will be available at the 20162019 Annual Meeting and will also be available for ten (10) days prior to the 20162019 Annual Meeting, during regular office hours, at the executive offices of the Company, located at 35 Wilbur Street, Lynbrook, New York 11563, by contacting the PresidentPrincipal Executive Officer of the Company.

The presence at the 20162019 Annual Meeting of a majority of the outstanding shares of Common Stock as of the Record Date, represented in person or by proxy, is required for a quorum. Abstentions and “broker"broker non-votes,”" if any, will be counted as present and entitled to vote for purposes of determining whether a quorum is present for the transaction of business at such meeting.

“"Broker non-votes”non-votes" are shares represented at the 20162019 Annual Meeting held by brokers, bankers or other nominees (i.e., in “street name”"street name") and are not voted on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Generally, brokerage firms may vote to ratify the selection of independent auditors and on other “discretionary”"discretionary" or “routine”"routine" items. In contrast, brokerage firms may not vote with respect to elect directors, because those proposals that are considered “non-discretionary”"non-discretionary" items. Proposals No. 1 and 3 are "non-discretionary," and Proposal No. 2 is a "discretionary" item. Accordingly, if you do not instruct your broker how to vote your shares on “non-discretionary”"non-discretionary" matters, your broker will not be permitted to vote your shares on these matters. We refer to this as a “broker"broker non-vote.”"

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Method of Voting

If you were a record holder of shares of Common Stock on April 22, 2016,15, 2019, you may vote as follows:

• By Mail. Complete and mail your Proxy Card in the postage prepaid envelope you receive, and return the Proxy Card to MacKenzie Partners, Inc., Proxy Tabulation, Madison Square Station, P.O. Box 865, New York, NY 101160-1051. Complete instructions are included on the Proxy Card. Your proxy will be voted in accordance with your instructions. If you sign and return the enclosed Proxy Card, but do not specify how you want your shares voted, they will be voted "FOR" the nominee for the second class of directors, "FOR" ratification of the independent registered public accounting firm, and "FOR" approval of the 2019 Plan and will be voted according to the discretion of the proxy holder named in the Proxy Card upon any other business that may properly be brought before the meeting and at all adjournments and postponements thereof.
  
  
• In Person at the Meeting. If you attend the 2019 Annual Meeting, be sure to bring a form of personal picture identification with you. You may deliver your completed Proxy Card in person, or you may vote by completing a ballot, which will be available at the meeting. Directions to the 2019 Annual Meeting may be obtained by visiting https://www.morganlewis.com/locations/new-york and clicking on "Directions" beneath the address 101 Park Ave., New York, NY 10178-0060, United States.
  
  

If your shares of Common Stock are held in “street name”"street name" through a bank, broker or other institution, then that bank, broker or other institution is considered the holder of record of your shares, and you should refer to information forwarded to you by such holder of record for your voting options. You may vote as follows:

• By Internet or By Telephone. You will receive instructions from your broker or other nominee if you are permitted to vote by internet or telephone.
  
  
• By Mail. You will receive instructions from your broker or other nominee explaining how to vote your shares.
  
  
• In Person at the Meeting. If you attend the 2019 Annual Meeting, in addition to picture identification, you should: (1) bring an account statement or a letter from the record holder indicating that you owned the shares as of the Record Date, and (2) contact the broker or other nominee who holds your shares to obtain a broker's Proxy Card and bring it with you to the meeting. Directions to the 2019 Annual Meeting may be obtained by visiting https://www.morganlewis.com/locations/new-york and clicking on "Directions" beneath the address 101 Park Ave., New York, NY 101780060 United States.
  
  

Board's Recommendations

The Board recommends a vote:

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• Proposal 1: "FOR" the election of Mr. Michael Schamroth to the second class of directors to the Board for a three-year term.
  
  
• Proposal 2: "FOR" ratification of the appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019.
  
  
• Proposal 3:  "FOR" approval of the 2019 Plan.
  
  

Required Vote

The sharesShares of Common Stock represented by any proxy duly given will be voted at the 20162019 Annual Meeting in accordance with the instructions of the Stockholder. If no specific instructions are given, the shares will be voted “"FOR”" the election of the nominees for director set forth herein and “Mr. Michael Schamroth to second class of directors, "FOR” the" ratification of the appointment of our independent registered public accounting firm.firm, and "FOR" approval of the 2019 Plan. In addition, if any other matters come before the 20162019 Annual Meeting, the persons named in the accompanying Proxy Card will vote in accordance with their best judgment with respect to such matters. Each share of Common Stock outstanding on the Record Date will be entitled to one vote on all matters.

Required Vote - Election of Directors (Proposal No. 1). Directors shall beare elected by a plurality of the votes cast by Stockholders present in person or represented by proxy at the 20162019 Annual Meeting and entitled to vote on the election of directors. This means that the three individualsindividual receiving the highest number of “"FOR”" votes will be elected as directors.a director. Abstentions and broker non-votes will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the election.

Required Vote - Ratification of the Selection of Independent Registered Public Accounting Firm (Proposal No. 2). The affirmative vote of a majority of shares of our Common Stock, present in person or represented by proxy at the 20162019 Annual Meeting and entitled to vote, is required to ratify the appointment of our independent registered public accounting firm. An abstention is treated as present and entitled to vote and therefore has the effect of a vote “against”"against" ratification of the independent registered public accounting firm. Because the ratification of the independent registered public accounting firm is a routine matter, a nominee holding shares in street name may vote on this proposal in the absence of instructions from the beneficial owner.

Required Vote - Approval of the 2019 Plan (Proposal No. 3). Nasdaq rules require stockholder approval by a majority of votes cast to approve the 2019 Plan. Abstentions and broker non-votes will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the election.

If there are insufficient votes to approve these proposals, your proxy may be voted by the persons named in the Proxy Card to adjourn the 20162019 Annual Meeting in order to solicit additional proxies in favor of the approval of such proposals. If the 20162019 Annual Meeting is adjourned or postponed for any purpose, at any subsequent reconvening of the meeting, your proxy will be voted in the same manner as it would have been voted at the original convening of the 20162019 Annual Meeting unless you withdraw or revoke your proxy.

Revoking Your Proxy

Even if you execute a proxy, you retain the right to revoke it and to change your vote by notifying us at any time before your proxy is voted. Such revocation may be effected in writing by execution of a subsequently dated proxy, or by a written notice of revocation, sent to the attention of the Company’s PresidentCompany's Principal Executive Officer at the address of our principal office set forth above, or by your attendance and voting in person at the 20162019 Annual Meeting. Unless so revoked, the shares represented by proxies, if received in time, will be voted in accordance with the directions given therein.

If the 20162019 Annual Meeting is postponed or adjourned for any reason, at any subsequent reconvening of the 20162019 Annual Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the 20162019 Annual Meeting (except for any proxies that have at that time effectively been revoked or withdrawn).

You are requested, regardless of the number of shares you own or your intention to attend the 20162019 Annual Meeting, to sign and return the Proxy Card in the enclosed envelope. You do not need to affix postage to the enclosed reply envelope if you mail it within the United States.

Solicitation of Proxies

The expenses of solicitation of proxies will be paid by the Company. We may solicit proxies by mail or by phone through agents of the Company. Additionally, the officers and employees of the Company, who will receive no extra compensation therefor, may solicit proxies personally, by telephone, facsimile or mail. The Company plans to utilize MacKenzie Partners, Inc. to solicit proxies and the estimated cost for such solicitation services is not anticipated to exceed $30,000.be approximately $40,000. The Company will also reimburse banks, brokers or other institutions for their expenses incurred in sending proxies and proxy materials to the beneficial owners of shares held by them.

Dissenters’Dissenters' Right of Appraisal

Under the Delaware General Corporation Law, Stockholders are not entitled to any appraisal or similar rights of dissenters with respect to any of the proposals to be acted upon at the 20162019 Annual Meeting.

Delivery of Proxy Materials to Households

Only one copy of the Company’s 2015Company's 2018 Annual Report on Form 10-K (including the financial statements and schedules thereto) as filed with the Securities and Exchange CommissionSEC (the “SEC”) (the “2015"2018 Annual Report”Report") and the Proxy Statement will be delivered to an address where two or more Stockholders reside unless we have received contrary instructions from a Stockholder residing at such address. A separate Proxy Card will be delivered to each Stockholder at the shared address.

If you are a Stockholder who lives at a shared address and you would like additional copies of the 20152018 Annual Report, the Proxy Statement, or any future annual reports or proxy statements, please contact Thomas Wegman, President,Ronald Law, Principal Executive Officer, BioSpecifics Technologies Corp., 35 Wilbur Street, Lynbrook, New York 11563, telephone number (516) 593-7000, and we will promptly mail you copies. The Proxy Statement and the 20152018 Annual Report are also available at http://www.materials.proxyvote.com/090931. If you are receiving multiple copies of the Proxy Statement and 20152018 Annual Report at your household and wish to receive only one, please contact Thomas WegmanRonald Law at the mailing address or phone number listed above.

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Directors and Executive Officers

Set forth below are the names of our current directors and officers, their ages, all positions and offices that they hold with us, the period during which they have served as such, and their business experience during at least the last five years.

GEORGE GOULD.Mr. Gould, age 78, is currently a director on the Board and has served as a director of the Company since December 2011. Mr. Gould is a practicing attorney and currently serves as a Principal of George M. Gould, LLC and special counsel to Gibbons P.C., where he specializes in biotechnology and pharmaceutical licensing and patent law. He has over 40 years of experience in licensing with large pharmaceutical as well as start-up biotech companies. Mr. Gould was employed at Hoffmann-La Roche Inc. from 1968 to 1996, and at the time of his retirement from the company in 1996, he was serving as Vice President of Licensing and Corporate Development and Chief Patent Counsel. Prior to joining Hoffmann-La Roche Inc., he was a Senior Patent Attorney at Esso Research & Engineering Co. for 6 years and worked as an organic chemist at Merck & Co., Inc. for 3 years. He has also served as an adjunct professor at Seton Hall University School of Law and as a lecturer at Rutgers University School of Business. In addition, Mr. Gould has extensive experience acting as an expert witness in patent cases. Mr. Gould has previously served as a member of the Board of Tapestry Pharmaceuticals, the Board of Supratek Pharma Inc., the Board of AngioGenex Inc., and the Board of Protein Design Labs, Inc. He earned his bachelor’s degree in organic chemistry at The Johns Hopkins University in 1958 and conducted his graduate studies in chemistry at New York University from 1958 to 1960. Mr. Gould received his J.D. from Columbia University School of Law in 1963 and his L.L.M. from New York University School of Law in 1973. Mr. Gould has been nominated for re-election at the 2016 Annual Meeting. The Company believes that Mr. Gould is qualified to serve as a member of our Board because of his business and professional experience.

MICHAEL SCHAMROTH.SCHAMROTH. Mr. Schamroth, age 76,79, is currently a director on the Board and has served as a director of the Company since 2004. He has been a partner of M. Schamroth & Sons in New York City for over 40 years. As a principal in this fourth-generation international diamond house, Mr. Schamroth has extensive experience in dealing with all aspects of the trade, from manufacturing to sales. He has been a member of the Diamond Manufacturers and Importers Association since 1964, and has served on the Nominating and Building Committees of the Diamond Dealers Club. In addition, Mr. Schamroth has served as a member of the Board of South Nassau Communities Hospital since 1976, the Board of the Winthrop-South Nassau University Health System since 1993 and the Board of Sound Bank of North Carolina since 2002. He has been a member of the Miami University Business Advisory Board since 1984 and served as its Chairman from 1987-1988. He received his B.S. in Business from Miami University, Oxford, Ohio. Mr. SchamrothHe has been nominated for re-election at the 20162019 Annual Meeting. The Company believes that Mr. Schamroth is qualified to serve as a member of our Board because of his business and professional experience.

DR. JYRKI MATTILA. Dr. Mattila, age 61, joined as a member of our Board in April 2015. Dr. Mattila has served as the Chief Business Officer of Lipocine Inc. since May 2015. Previously, Dr. Mattila served as Chief Business Officer at iCeutica Inc. Prior to joining iCeutica, from 2010 to 2013, Dr. Mattila served as President and CEO of LZ Therapeutics, Inc. From February 2008 through March 2010, he worked at Auxilium Pharmaceuticals, Inc. (“Auxilium”), serving as an Executive Vice President of Business Development, Product Development and Technical Operations. From January 2005 to February 2008, he served as Executive Vice President of Business Development, Research and Development and Technical Operations at Auxilium. From August 2003 to January 2005 he served as Executive Vice President of Business Development at Auxilium. From 1986 to July 2003, Dr. Mattila served in a series of positions at Orion Corporation, including as President of Orion Pharma from 1996 to 2002. During the past 5 years, he has served on the boards of Forendo Pharma Ltd., Hermo Pharma Ltd. and LZ Therapeutics, Inc., all privately-held pharmaceutical companies. Dr. Mattila served as a director of Encorium Group Inc., a publicly listed company, from November 1, 2006 to November 7, 2009. He received his M.D. and Ph.D. in pharmacology from the University of Helsinki Medical School and his M.B.A. from the Helsinki School of Economics. Dr. Mattila completed his post-doctoral research fellowship at the University of Kansas Medical Center. Dr. Matitila has been nominated for re-elction at the 2016 Annual Meeting. The Company believes that Dr. Mattila is qualified to serve as a member of our Board because of his business and professional experience.

THOMAS WEGMAN. Mr. Wegman, age 61, has served as an officer of the Company for more than 20 years. He is our current President and has served as our President since October 2005 and as a director since 1994. Prior to such appointment as President, he served as the Executive Vice President of the Company. He has over 30 years of experience in the biopharmaceutical industry that encompasses managing company operations and drug development, licensing, and registration. Mr. Wegman has had experience managing the production, marketing and foreign registration activities related to an avian vaccine business. Mr. Wegman has been instrumental in licensing technologies from universities for use by the Company. He is the author of a number of U.S. and foreign patents in the life sciences field. Mr. Wegman received his B.A. from Boston University in 1977. Mr. Wegman is the son of our former CEO and Chairman, Edwin H. Wegman, who passed away on February 16, 2007. Mr. Wegman is the brother of Dr. Wegman and the stepson of Ms. Wegman, both of whom are currently directors of the Company. The Company believes that Mr. Wegman is qualified to serve as a member of our Board because of his business and professional experience.

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DR. PAUL GITMAN.GITMAN. Dr. Gitman, age 75,78, is currently a director on the Board and has served as a director of the Company since 1990. He is board certified by the American Board of Internal Medicine, the American Board of Quality Assurance and Utilization Review and the American Board of Medical Quality and is a Master in the American College of Physicians. Following 25 years in private medical practice he joined the fulltime faculty of Long Island Jewish Medical Center where he was Medical Director and later Vice President of Medical Affairs for the North Shore Long Island Jewish Health System until 2009. Since that time, Dr. Gitman has been a consultant in Quality Improvement. Dr. Gitman is currently an Associate Professor of Medicine at The Hofstra North Shore LIJ School of Medicine. He is the immediate past Chairman of the Medical Society of the State of New York’sYork's Committee for Physician’sPhysician's Health. He served on the New York State Board of Medicine for 10 years and on various New York State Committees and Task Forces. He is past President of The American College of Medical Quality, the New York Chapter of the American College of Physicians and the Medical Society of the County of Queens. Dr. Gitman received his medical degree from Boston University School of Medicine. The Company believes that Dr. Gitman is qualified to serve as a member of our Board because of his business and professional experience.

DR. MARK WEGMAN.WEGMAN. Dr. Wegman, age 66,69, is currently a director on the Board and has served as a director of the Company since June 2007. He joined International Business Machines (“IBM”("IBM") in 1975 where Dr. Wegman is currently Chief Scientist Computing as a Service with worldwide responsibilities in IBM’sIBM's Research laboratories. Dr. Wegman is recognized for his significant contributions to computer algorithms and compiler optimization that have deeply influenced many areas of computer science and practice. This work was recognized by the Special Interest Group On Programming Languages in 2006 with its Programming Languages Achievement Award. He is an IBM Fellow, which is IBM’sIBM's highest technical honor, and a Fellow of the ACM and the IEEE. He is also a member of the National Academy of Engineering. Dr. Wegman is the author of over 30 publications in the field of Computer Science. Dr. Wegman received his doctorate in Computer Science from the University of California at Berkeley and has been named a Distinguished Alumnus. Dr. Wegman is the son of our former CEO and Chairman, Edwin H. Wegman and the brother of our former President, Thomas Wegman. Dr. Wegman is the brother of Thomas L. Wegman, a current director and President of the Company, and the stepson of Toby Wegman, a current director of the Company. The Company believes that Dr. Wegman is qualified to serve as a member of our Board because of his business and professional experience.

8TOBY WEGMAN. Ms. Wegman, age 84, is currently a director on the Board and has served as a director of the Company since June 2007. Ms. Wegman is the widow of our former CEO and Chairman, Edwin H. Wegman. Ms. Wegman has had a range of business-related work experiences. For five years she owned and operated a women's apparel business and prior to that managed a women's retail clothing operation. She had also been actively involved in the management of Edwin H. Wegman's business interests and finances for many years. Ms. Wegman is the stepmother of Dr. Mark Wegman, a director of the Company, and the stepmother of our former President, Thomas Wegman. Ms. Wegman is a member of the Lion of Judah, and a lifetime member of both the National Council of Jewish Women and HADASSAH. The Company believes that Ms. Wegman is qualified to serve as a member of our Board because of her business and professional experience.

JENNIFER CHAO.CHAO. Ms. Chao, age 46,49, joined as a member of our Board in April 2015. Ms. ChaoShe is a biotech industry expert and Advisory Analyst with CoreStrategies Management, LLC, a strategic consulting firm she founded in 2008. Ms. Chao works integrally with senior managements and boards of directors to provide transformational corporate and financial strategies for maximizing core valuation, working as in-house investment banker and advisory analyst. Previously, Ms. Chao was a Managing Director and Senior Lead Biotechnology Securities Analyst with Deutsche Bank from 2004-2008 where her research coverage spanned small, mid, and large-cap biotechnology companies. Her research forte includes rare genetic diseases, cutting edgecutting-edge biotechnologies (diagnostic and manufacturing), women’swomen's health, pulmonology, neurology, nephrology, oncology, vaccines, cardiology, HIV/HCV, and osteoporosis. Ms. Chao is also a former Managing Director and Senior Lead Biotechnology Analyst with RBC Capital Markets and Vice President and Biotechnology Analyst with Leerink Swann & Co. Ms. ChaoShe received her B.A. majoring in Politics and Greek Classics from New York University in 1992 and was a Research Fellow and recipient of the 1996/1997 Massachusetts General Hospital/Harvard Medical School Biomedical Research Career Award. Ms. Chao has extensive experience understanding corporate finances and analyzing and evaluating financial statements and financial and accounting issues. As a leading securities analyst, she has extensively written and published reportsin-depth securities research and articles on securitiesfundamentals valuation research. Her research has served as a primary and financings insecondary source for investment portfolio managers, investment banking and the biotechnology field.financial industry press. As part of her duties as an analyst at CoreStrategies, Ms. Chao works closely with senior management and boards, acting as in-house investment banker, negotiating term-sheets and performing financial due diligence for acquisitions and divestitures. As a former managing director and analyst at investment banks, she vetted initial public offerings, follow-on offerings, private placements, PIPES and private financings. SheMs. Chao has familiarity with board and audit functions. Ms. ChaoShe held the following licenses, Series 7, 63, 86 and 87. Through her work, Ms. Chao understandshas extensive knowledge and practice of valuation analysis and corporate vetting and is proficient with generally accepted accounting principles (“GAAP”account principals ("GAAP") and financial statements and can assess GAAP. Through her work as an analyst and her substantial experience in completing financial due diligence, she can interpret and forecast profit and loss statements, balance sheets, cash flow statements, and valuations.statement analysis. The Company believes that Ms. Chao is qualified to serve as a member of our Board because ofdue to her in-depth business and professional experience.

DR. RONALD LAW. Dr. Law, age 66, was appointed Principal Executive Officer of the Company on April 1, 2019. He previously served as Senior Vice President of Business Development of the Company, a position he held since November 2018. Dr. Law has been consulting for the Company since July 15, 2018. Previously, Dr. Law was the Chief Strategy Officer of Oramed Pharmaceuticals Inc., where he was responsible for the development of execution of scientific and business collaborations and partnerships, as well as the identification of new targets and indications for its platform oral peptide delivery technology and pipeline expansion Prior to that, he was a scientific consultant in oncology at Third Coast Therapeutics, a diabetes consultant at Doctor Evidence, and a business development consultant at PharmaIN Corporation. He also held several leadership and strategic roles at Takeda Pharmaceuticals International, spanning U.S. Medical Affairs, Global Medical Affairs, Corporate Strategic Planning, Global Scientific Affairs and Intelligence, and R&D External Innovation, most recently serving as Vice President, of New Frontier Science. Dr. Law holds a Ph.D. in Molecular Biology from University of California at Los Angeles, a J.D. from the Whittier College School of Law, and both an M.S. and B.S. in Biological Sciences from the University of Illinois at Chicago.

PATRICK CALDWELL. Mr. Caldwell, age 57, was appointed Principal Financial Officer of the the Company on April 1, 2019. Prior to his appointment, he served as a financial advisor and provided consulting services to the Company since October 2006. Previously, he provided consulting services to his former employer, Protein Design Labs, Inc. ("PDL"). From February 1992 to April 2005, Mr. Caldwell served as the Vice President of Finance and Controller of PDL, where he was responsible for managing its accounting, financial, tax, purchasing and facilities functions, as well as overseeing all SEC reporting, audits and executive financial reports. Prior to his time at PDL, he served as the Controller of Meta-Software, Inc. from October 1988 to January 1992. Mr. Caldwell holds a B.S. in Finance from San Jose State University.

PROPOSAL NO. 1-- ELECTION OF DIRECTORS

The Board is responsible for establishing broad corporate policies and monitoring the overall performance of the Company. It selects the Company’sCompany's executive officers, delegates authority for the conduct of the Company’sCompany's day-to-day operations to those officers, and monitors their performance. Members of the Board are kept informed of the Company’sCompany's business by, among other things, participating in Board and Committee meetings and by reviewing analyses and reports.

The Board is divided into three classes with only one class of directors being elected in each year. The term of office of the second class of directors, currently consisting of George Gould,Mr. Michael Schamroth and Dr. Jyrki Mattila, is scheduled to expire aton the 2016date of the 2019 Annual Meeting; the term of office of the third class of directors, currently consisting of Dr. Mark Wegman, Ms. Toby Wegman and Ms. Jennifer Chao is scheduled to expire on the date of the 20172020 annual meeting (the “2017 Annual Meeting”);meeting; and the term of the office of the first class of directors, currently consisting of Thomas Wegman and Dr. Paul Gitman, is scheduled to expire onat the date of the 2018 annual meeting.2021 Annual Meeting. All directors will hold office for a term of three years, or until their earlier death, resignation, removal or disqualification and until their respective successors are duly elected and qualified. Dr. Mattila was not re-nominated; therefore, he will not be standing for election at the 2019 Annual Meeting.

The individualsindividual who havehas been nominated for election to the Board at the 20162019 Annual Meeting areis set forth below. If, as a result of circumstances not now known or foreseen, anythe nominee is unavailable to serve as a nominee for the office of director at the time of the 20162019 Annual Meeting, the holders of the proxies solicited by the Proxy Statement may vote those proxies either (i) for the election of a substitute nominee who will be designated by the proxy holders or by the present members of the Board or (ii) for the balance of the nominees, leaving a vacancy. Alternatively, the size of the Board may be reduced accordingly. The Board has no reason to believe that any of the nomineesnominee will be unwilling or unable to serve if elected as a director. The three nomineesnominee for election as directors aredirector is uncontested.

The Board of Directors recommends a vote “FOR”"FOR" the election of the nomineesnominee listed below.

The names, positionsname, position with the Company and agesage as of the Record Date of the individualsindividual who areis our nomineesnominee for election as directors are:a director is:

For information as to the shares of the Common Stock held by each of our nominees,nominee, see “Security"Security Ownership of Certain Beneficial Owners and Management,”" below and for a biographical summaries for eachsummary of our director nominees,nominee, see “Directors"Directors and Executive Officers”Officers" above.

There are no arrangements or understandings between the nominees,nominee, directors or executive officers and any other person pursuant to which our nominees,nominee, directors or executive officers have been selected for their respective positions.

VOTE REQUIRED

A plurality of the votes cast at the meeting will be required for the election of the director nominees to the second class of directors. The three nomineesnominee for director with the highest number of affirmative votes will be elected as directors.a director. Broker non-votes and abstentions will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the election.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH
OF THESE NOMINEES"FOR" THE NOMINEE FOR DIRECTOR FOR THE SECOND CLASS OF DIRECTORS.

(PROPOSAL  (PROPOSAL NO. 1 ON YOUR PROXY
CARD)

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BOARD OF DIRECTORS AND COMMITTEES

Board Leadership Structure

The Board does not have a chairman or a lead independent director. Additionally, the Board does not have a formal policy as to whether the same person may serve as both the principal executive officer of the Company and chairman and, in the event such person does serve in such a dual capacity, whether a lead independent director should be designated by the Board for Board leadership purposes. At the present time, the Board does not believe that such a policy is necessary because it believes that the current Board membership, together with the Company’sCompany's management, possess the requisite leadership and industry skills, expertise and experiences to effectively oversee the business and affairs of the Company. Moreover, the Board prefers to retain the flexibility to select the appropriate leadership structure for the Company based upon the existence of various conditions, including, but not limited to, business, financial or other market conditions affecting the Company at any given time. Notwithstanding the foregoing, the independent directors of the Board regularly participate in executive sessions outside of the presence of any management directors or other members of the Company’sCompany's management.

Risk Oversight

Generally, the Board, in its advisory capacity, and the Company’sCompany's management regularly review the Company’sCompany's strategic plan, which includes, among other things,matters, the various business, financial and other market risks confronting, and opportunities available to, the Company at any given time. Specifically, pursuant to the Company’sCompany's Corporate Governance Guidelines, the Board is charged with assessing major risks facing the Company and reviewing options to mitigate such risks. The Board performs this oversight role by using several different levels of review. In connection with its reviews of the operations and corporate functions of the Company, the Board addresses the primary risks associated with those operations and corporate functions. In addition, the Board reviews the risks associated with the Company’sCompany's business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies.

The Board has delegated certain risk oversight responsibilities to its committees (the “Committees”"Committees"). Each of our Committees also oversees the management of the Company’sCompany's risk that falls within each Committee’sCommittee's areas of responsibility. In performing this function, each Committee has full access to management, as well as the ability to engage advisors. For example, the Audit Committee is required to regularly review and discuss with management the Company’sCompany's major financial risk exposures and the steps management has taken to monitor and control such exposures. The Nominating and Corporate Governance Committee is required to regularly review the corporate governance principles of the Company and recommend to the Board any proposed changes it may deem appropriate. The Compensation Committee considers risks related to the attraction and retention of professional talent and the implementation and administration of compensation and benefit plans affecting the Company’sCompany's employees. The Intellectual Property Committee, an informal committee of the Board, considers risks related to the Company’sCompany's intellectual property strategy, which includes, among other things, the Company’sCompany's intellectual property development, maintenance, licensing, litigation, prosecution and protection strategies. The Financial ModelingLicensing Committee an informal committee ofscreens potential development opportunities and provides briefings to the Board deals with budgeting, forecasting and valuation and does not address financial risk oversight which is the responsibility of the Audit Committee.for final approval. All Committees are required, pursuant to their respective charters, to report regularly to the Board. The activities of the Audit, Nominating and Corporate Governance and Compensation Committees are more fully described below.

Board Determination of Director Independence

Our securities are listed on the NASDAQNasdaq Global Market (“NASDAQ”("Nasdaq") and we use the standards of “independence”"independence" prescribed by rules set forth by NASDAQ.Nasdaq. Under NASDAQNasdaq rules, a majority of a listed company’scompany's board of directors must be comprised of independent directors. In addition, NASDAQNasdaq rules require that, subject to specified exceptions, each member of a listed company’scompany's audit committee and compensation committee be independent and satisfy additional independence criteria set forth in Rules 10A-3 and 10C-1, respectively, under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”).Act. Under NASDAQNasdaq rules, a director will only qualify as an “independent director”"independent director" if, in the opinion of that company’scompany's board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

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Based upon information requested from and provided by each director concerning their background, employment and affiliations, including family relationships, our Board has determined, upon the recommendation of our Nominating and Corporate Governance Committee, that each of Dr. Jyrki Mattila, Jennifer Chao, Dr. Paul Gitman and Michael Schamroth, and George Gould, has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is independent within the meaning of the director independence standards of the NASDAQNasdaq rules and the SEC. Our Board, upon recommendation of the Nominating and Corporate Governance Committee, has determined that each of Thomas Wegman, Toby Wegman and Dr. Mark Wegman do not qualify as “independent”"independent" under the NASDAQNasdaq rules. Our Board has also determined that each of the current members of our Audit Committee and our Compensation Committee satisfies the independence standards for such committee established by Rules 10A-3 and 10C-1 under the Exchange Act, the SEC rules and the NASDAQNasdaq rules, as applicable, and that the current members of the Nominating and Corporate Governance Committee are also independent. In making these determinations, the directors reviewed and discussed information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to the Company and the Company’s management.

Board Meetings

The Board met 47 times during the calendar year ended December 31, 2015.2018. Each of the directors attended at least 75% of the meetings of the Board and the Committees on which he or she served during the year ended December 31, 2015 (in each case, which were held during the period for which he was a director and/or a member of the applicable Committee).2018. All Board members serving on the Board at such time attended our 20152018 annual meeting of stockholders held on June 18, 2015. Thestockholders. While the Company does not have a formal policy relating to annual meeting attendance, the Company encourages its directors to attend the annual meeting of Stockholders.

Executive sessions, or meetings of the independent directors without management present, are held regularly. The independent directors met in executive session during each regularly scheduled Board meeting during the year ended December 31, 2015.2018.

Committees and Committee Meetings

The Board has a standing Audit Committee, a Nominating and Corporate Governance Committee, and Compensation Committee, each of which is comprisedcomposed solely of independent directors, and is described more fully below. The members of each Committeeof the Audit, Nominating and Corporate Governance and Compensation Committees are appointed by our Board. From time to time, the Board may establish other committees. Below is a description of the three principal Committees. The charters of each Committee are available on our website at www.biospecifics.com under "Investors - Corporate Governance."

Audit Committee and Audit Committee Financial Expert

The Audit Committee is comprisedcomposed of Dr. Gitman, Ms. Chao, Dr. Mattila, and Mr. Schamroth. Dr. Gitman serves as the Chair of the Audit Committee. The Audit Committee has determined that Ms. Chao is an “audit"audit committee financial expert”expert" within the meaning of the SEC’sSEC's rules and regulations and has the level of financial sophistication required by NASDAQNasdaq Rule 5605(c)(2)(A). The Audit Committee believes that Ms. Chao’sChao's experience, as discussed in her biography above, qualifies her as an “audit"audit committee financial expert.”"

As noted above, the Audit Committee is governed by theits Charter. The Audit Committee Charter. A copyassists the Board in overseeing and monitoring: (1) the integrity of this Charter is available on our website at www.biospecifics.com under “Investors — Corporate Governance.” In addition to the risk oversight responsibilities discussed above,financial statements of the Audit Committee’s other responsibilities include: selecting our independentCompany; (2) the Company's compliance with legal and regulatory requirements; (3) the qualifications and independence of the Company's registered public accounting firm; reviewing with(4) the Company’s independent registered public accounting firmperformance of the procedures for and results of their audits; reviewing with the independent accountants and management our financial reporting, internal controls and internal audit procedures; reviewing and approving related party transactions; and reviewing matters relating to the relationship between the Company and our independent registered public accounting firm, including the selection of and engagement fee for our independentCompany's registered public accounting firm and assessingany internal audit functions; and (5) the independencebusiness practice and ethical standards of the independent registered public accounting firm.Company. The Audit Committee has the authority to engage independent legal, accounting and other advisers, as it determines necessary to carry out its duties.

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The Audit Committee met 65 times during 2015.2018.

Compensation Committee

The Compensation Committee is comprisedcomposed of Ms. Chao, Mr. Schamroth and Drs. Gitman and Mattila. Dr. MattilaGitman. Ms. Chao serves as the Chair of the Compensation Committee. TheAs noted above, the Compensation Committee is governed by the Compensation Committee Charter. A copy of this Charter is available on our website at www.biospecifics.com under “Investor Relations — Corporate Governance.” In addition to the risk oversight responsibilities discussed above, the Compensation Committee’sCommittee's other responsibilities include: (1) reviewing and approving and recommending to the Board for approval as appropriate, the compensation of our executive officers following consideration of corporate goals and objectives relevant to such executive officers; (2) overseeing the evaluation of the Company’sCompany's senior executives; (3) reviewing and making recommendations to the Board regarding incentive compensation and equity-based plans; and (4) administering our stock option plans. Pursuant to its charter, the Compensation Committee may delegate to one or more executive officers of the Company the power to grant options or other stock awards to employees of the Company or any subsidiary of the Company who are not directors or executive officers of the Company. Additionally, the Compensation Committee may form and delegate authority to one or more subcommittees as it deems appropriate. The Compensation Committee has the authority to retain compensation consultants and other outside advisors to assist in the evaluation of executive officer compensation. The Compensation Committee did not use or retain any compensation consultant during the year ended December 31, 2015.2018.

The Compensation Committee met 23 times during 2015.2018.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is comprisedcomposed of Mr. Schamroth, Dr. Gitman, and Ms. Chao. Mr. Schamroth serves as the Chair of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is governed by the Nominating and Corporate Governance Committee Charter. A copy of this Charter is available on our website at www.biospecifics.com under “Investors — Corporate Governance.” In addition to the risk oversight responsibilities discussed above, the Nominating and Corporate Governance Committee’sCommittee's other responsibilities include: (1) identifying individuals qualified to become Board members and to recommend to the Board the nominees for director at annual meetings of Stockholders; (2) recommending to the Board nominees for each Committee; (3) developing and recommending to the Board corporate governance principles applicable to the Company; and (4) leading the Board in its annual review of the Board’sBoard's performance.

The Nominating and Corporate Governance Committee met 2 times5 time during 2015.2018.

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Polices Governing Director Nominations

Director Nomination Process

Our Board is responsible for selecting its own members. The Board delegates the selection and nomination process to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board, and of management, will be requested to take part in the process as appropriate. The Nominating and Corporate Governance Committee makes recommendations to the Board regarding the size and composition of the Board. The Nominating and Corporate Governance Committee is responsible for ensuring that the composition of the Board accurately reflects the needs of the Company’sCompany's business and, in furtherance of this goal, for proposing the addition of members and the necessary resignation of members for purposes of obtaining the appropriate members and skills. The Nominating and Corporate Governance Committee recommends, and the Board nominates, candidates to stand for election as directors.

Generally, our Nominating and Corporate Governance Committee identifies candidates for director nominees in consultation with management, through the use of other advisors, through the recommendations submitted by Stockholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. Once candidates have been identified, our Nominating and Corporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, background checks or any other means that the Nominating and Corporate Governance Committee deems to be appropriate in the evaluation process. The Nominating and Corporate Governance Committee then meets as a group to discuss and evaluate the qualifications and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates as director nominees for election to the Board for the Board’sBoard's approval.

Stockholders may also nominate persons to be elected as directors. The Nominating and Corporate Governance Committee will consider director candidates recommended by our Stockholders, in accordance with the Company’sCompany's bylaws. If a Stockholder wishes to nominate a person for election as director, he or she must follow the procedures contained in our bylaws. In evaluating candidates recommended by our Stockholders, the Nominating and Corporate Governance Committee applies the same criteria set forth below under “Minimum Qualifications.”"Qualifications." To nominate a person to stand for election as a director at the 20172020 Annual Meeting of Stockholders, a Stockholder must provide our Secretary with timely notice of the nomination.

The procedures for Stockholder submission of a notice of nomination of a person or persons as directors of the Company is set forth below in “Requirements"Requirements for Stockholders to Submit Nominees for Inclusion in our Proxy Materials and AlternativeRequirements for Stockholder Proposals to be Considered for Inclusion in our Proxy Materials.”"

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Qualifications

The Nominating and Corporate Governance Committee may receive from Stockholders and others recommendations for nominees for election to the Board and recommend to the Board candidates for Board membership for consideration by the Stockholders at the annual meeting of Stockholders and candidates for election to the Board at intervals between annual meetings. In recommending candidates to the Board, the Committee shall taketakes into consideration the Board’sBoard's criteria for selecting new directors, including but not limited to, integrity, past achievements, judgment, intelligence, relevant experience and the ability of the candidate to devote adequate time to Board duties. While the Company does not have a formal policy relating to diversity, the Nominating and Corporate Governance Committee does consider diversity in its evaluation of potential candidates. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria, and no particular criterion including diversity, is a prerequisite for any Board candidate. In order for the Board to fulfill its responsibilities, our Nominating and Corporate Governance Committee believes that the Board should include directors possessing a blend of experience, knowledge and ability.

Family Relationships

Thomas Wegman, a current director and our current President, and Dr. Mark Wegman, a current director, are brothers. Eachis the stepson of Thomas Wegman and Dr. Mark Wegman are step sons ofMs. Toby Wegman, a current director.

Thomas Wegman and Toby Wegman are the co-trustees of the Edwin H. Wegman Marital Trust.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2015, Dr. Jyrki Mattila, Dr. Paul Gitman and Michael Schamroth each served as a member of the Compensation Committee. None of the members of our Compensation Committee has, at any time during the prior fiscal year, been one of our officers or employees. None of the members of our Compensation Committee has formerly been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of a board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

Code of Business Conduct and Ethics and Corporate Governance Guidelines

The Company’sCompany's Amended and Restated Code of Business Conduct and Ethics (the “Code"Code of Ethics”Ethics") applies to, among other persons, members of our Board, our officers, contractors, consultants and advisors. A copy of our Code of Ethics is available on our website atwww.biospecifics.com under “Investors—Corporate Governance”"Investors-Corporate Governance" or by requesting a copy, free of charge, in writing from our PresidentPrincipal Executive Officer at BioSpecifics Technologies Corp., 35 Wilbur Street, Lynbrook, NY 11563. We intend to post on our website any amendment to, or waiver under, a provision of the Code of Ethics that applies to certain of our executive officers within four business days following the date of such amendment or waiver.

A copy of the Corporate Governance Guidelines may also be accessed free of charge by visiting the website atwww.biospecifics.com under “Investors—Corporate Governance”"Investors-Corporate Governance" or by requesting a copy from our PresidentExecutive Principal Officer at our principal executive offices above.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than ten percent of our shares of Common Stock to file reports of their beneficial ownership and changes in ownership (Forms 3, 4 and 5, and any amendment thereto) with the SEC. Executive officers, directors, and greater-than-ten-percent holders are required to furnish us with copies of all Section 16(a) forms they file.

Based solely upon a review of the Forms 3, 4, and 5, as applicable, furnished to us for the fiscal year ended December 31, 2015,2018, we have determined that our executive officers, directors and greater-than-ten-percent beneficial owners filed their beneficial ownership and change in ownership reports with the SEC in a timely manner.

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CERTAIN RELATIONSHIPS AND RELATED PERSONS TRANSACTIONS

Pre-Approval Policy Regarding Related Party Transactions

On December 8, 2015, the Board adopted a related party transactions policy, pursuant to which the Audit Committee is charged with reviewing and approving or disapproving of related party transactions. The “Related Party Transactions Policy” supplements the provisions in the Company’s Code of Business Conduct and Ethics concerning potential conflict of interest situations.

Subject to certain exceptions, including compensation arrangements previously approved by the Company’s Compensation Committee, this written policy covers transactions or series of transactions in which the Company or any subsidiary participates and a “Related Party” has or will have a direct or indirect material interest. For purposes of this policy, a “Related Party” is:

Pursuant to the Related Party Transactions Policy, each Company executive officer, director or nominee for director or any other officer or employee who intends to cause the Company to enter into a related party transaction must fully disclose to the Audit Committee all material facts concerning a prospective transaction or arrangement involving the Company in which such person may have an interest. The Audit Committee will review all related party transactions and approve or disprove of such transactions in which the amount exceeds $10,000 in advance of such transaction being given effect. If a member of the Audit Committee is involved in the transaction, that member shall not participate in determining whether the related party transaction shall be approved or ratified by the Audit Committee; however, such person may be counted in determining the presence of a quorum at a meeting of the Audit Committee acting on the transaction. Annually, the Audit Committee will review any previously approved or ratified related party transaction that is continuing and determine based on then-existing facts and circumstances.

Before any related party transaction is approved, the following factors are to be considered:

Approval of a transaction under the policy will be granted only if it is determined that, under all of the circumstances, the transaction is in the best interests of the Company and only so long as those interests outweigh any negative effects that may arise from permitting it to occur.

Review of Related Party Transactions

Engagement of Gibbons P.C.

The Company has engaged Gibbons P.C. (the “Gibbons"Gibbons Law Firm”Firm") as legal counsel for certain specific matters in 2013, 2014 and 2015.2017. Mr. George Gould, a former member of the Board and an independent director,who resigned from the Board effective November 8, 2017, is “Counsel”"Counsel" at the Gibbons Law Firm. To date, the Gibbons Law Firm has invoiced the Company less than $25,000$50,000 in the aggregate for services rendered. As counsel to the Gibbons Law Firm, Mr. Gould hashad no financial interest in any payments made by the Company to the Gibbons Law Firm.

17There were no related party transactions in 2018.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

Based on information publicly filed and provided to us by certain holders, the following table shows the amount of our Common Stock beneficially owned as of the close of business on the Record Date, April 22, 2016,15, 2019, by (i) each person known by us to beneficially own more than five percent of our voting securities, (ii) each named executive officer, (iii) each of our directors, and (iv) all of our executive officers and directors as a group. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Common Stock that could be issued upon the exercise of outstanding options and warrants held by that person that are currently exercisable or exercisable within 60 days are considered outstanding. As of the Record Date, we had 7,020,7247,286,902 shares of Common Stock outstanding. Unless otherwise stated in a footnote, each of the beneficial owners listed below has direct ownership of and sole voting power and investment power with respect to the shares of our Common Stock.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed this Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with the Company’s management, and based upon such discussions, the Compensation Committee recommended to the Board that this Compensation Discussion and Analysis be included in the Proxy Statement.

/s/ The Compensation Committee

Dr. Jyrki Mattila, Chair
Dr. Paul Gitman
Michael Schamroth

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COMPENSATION DISCUSSION AND ANALYSIS

This section discussesnumber disclosed in this chart for Toby Wegman, the principles and policies underlying our executive compensation program for our named executive officer, Thomastrustee of the Edwin H. Wegman Marital Trust. As disclosed in her respective footnote, the shares of Common Stock owned by the Edwin H. Wegman Marital Trust are indirectly held by the trustee, who serves as our President, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. Mr.disclaim beneficial ownership of the shares in the Edwin H. Wegman is our sole executive officer. The Compensation Committee oversees our executive compensation programs and approves or makes recommendationsMarital Trust, except to the Board for approval where appropriate and required byextent of her pecuniary interest therein.

⁽²⁾ In the Compensation Committee’s charter. In this role, the Compensation Committee reviews and approves all compensation decisions relating to Mr. Wegman.

Objectives of the Company’s Executive Compensation Programs

As determined by the Compensation Committee, the Company’s compensation programs for its officer are designed to achieve the following objectives:

The Role of Stockholder Say-on-Pay Votes

The Compensation Committee has reviewed the results of the Company’s 2014 Annual Meeting held on June 24, 2014 (the “2014 Annual Meeting”) where the Stockholders of the Company approved, on an advisory basis, the compensation of Mr. Wegman as disclosed in the proxy statement for the 2014 Annual Meeting. Over 87.8% of the votes cast voted in favor of the proposal. The Compensation Committee believes this affirms our Stockholders’ support of the Company’s approach to executive compensation. Although the vote is non-binding, the Compensation Committee considered the results of the vote in its review of executive compensation and determined not to implement substantial changes to our 2014 compensation program as a result of the say-on-pay vote. The Compensation Committee will continue to consider the outcome of the Company’s say-on-pay vote when making future compensation decisions for the Company’s named executive officer. Previously, at the 2011 annual meeting, the Stockholders of the Company, recommended, on an advisory basis, that future advisory votes on the compensation of the Company’s named executive officers be held with a frequency of every three years. In connection with the 2017 Annual Meeting, the Stockholders of the Company will be afforded the opportunity to vote, on an advisory basis, on a proposal related to the compensation of the Company’s named executive officer, as well as to vote on the frequency of the say-on-pay vote following the 2017 Annual Meeting.

Elements of Executive Compensation

The Company’s current executive compensation package for Mr. Wegman focuses on a fixed base salary and limited perquisites that are established pursuant to Mr. Wegman’s employment agreement. Mr. Wegman also is eligible to receive severance payments under certain circumstances, as further described below. As more fully discussed below, Mr. Wegman is also eligible to receive a cash bonus for fiscal year 2016 upon achievement of certain performance-based goals. We utilize base salary to incentivize company and individual performance in relation to competitive market conditions. Severance and change in control benefits are used to help ensure we retain our executive talent.

The Compensation Committee determines, in its sole discretion, the appropriate components of Mr. Wegman’s compensation package. Mr. Wegman’s overall compensation may increase or decrease year-to-year based upon, among other things, his annual performance or changes in his responsibilities.

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Base Salary

As described below, Mr. Wegman receives a base salary, the terms of which are subject to his employment agreement. Adjustments to Mr. Wegman’s base salary may be based upon a number of factors, pursuant to the Company’s standard practices, including his seniority, scope of responsibilities, individual performance, his contributions to the Company and the Company’s overall financial and stock price performance. The Compensation Committee annually reviews Mr. Wegman’s base salary and adjustments to his base salary after considering his responsibilities, performance and contributions to the Company and the Company’s performance.

Employment Agreement; Base Salary; Cash Bonus; Termination Payments

On August 5, 2008, the Company entered into an Executive Employment Agreement with Mr. Wegman (the “Wegman Employment Agreement”). Following the expiration of the initial two year term, the Wegman Employment Agreement runs for successive one year terms until terminated by the Company or Mr. Wegman at the end of the then-current term upon 90 days’ prior notice of the termination to the other party. Initially, the Wegman Employment Agreement provided that Mr. Wegman would earn a base salary equal to $250,000 per year and receive an automobile allowance of $350 per month, plus reimbursement of expenses incurred on the Company’s behalf. On June 17, 2009, however, the Company’s Compensation Committee unanimously recommended to the Board, and the Board approved and declared effective, an increase in Mr. Wegman’s base salary from $250,000 to $300,000 per year. Effective as of August 1, 2013, the Company’s Compensation Committee unanimously recommended to the Board, and the Board approved, an increase in Mr. Wegman’s base salary from $300,000 to $350,000 per year. On January 19, 2016, the Company’s Compensation Committee approved an increase in Mr. Wegman’s base salary from $350,000 to $400,000 per year, applicable for the Company’s 2016 fiscal year.

Mr. Wegman did not receive a cash bonus in 2015. Also on January 19, 2016, the Company’s Compensation Committee established a target bonus amount for 2016 for Mr. Wegman, to be 50% of his base salary (the “Target Bonus”). Payment in full or in part of the Target Bonus will be dependent upon Mr. Wegman’s achievement of certain performance-based goals, as determined by the Committee, which will be disclosed in the CD&A of the Company’s 2017 proxy statement.

Under the Wegman Employment Agreement, Mr. Wegman is also eligible to receive stock options, restricted stock or other equity awards at the discretion of the Board or the Compensation Committee. However, on June 17, 2010, the Board decided that, absent special circumstances, the Company would no longer grant any new options to its directors, officers, employees or consultants. Mr. Wegman did not receive any equity-based awards in 2015.

A copy of the Wegman Employment Agreement was filed as Exhibit 10.1 to a Current Report on Form 8-KSchedule 13G filed with the SEC on August 8, 2008. The foregoing descriptionsFebruary 19, 2019, Jeffrey K. Vogel reported beneficial ownership of an aggregate amount of 519,326 shares. Jeffrey K. Vogel has sole voting power with respect to 519,326 shares, shared voting power with respect to 519,326 shares, sole dispositive power with respect to 519,326 shares, and shared dispositive power with respect to 519,326 shares.

⁽³⁾ In the Schedule 13G filed with the SEC on February 7, 2019, BlackRock, Inc. reported beneficial ownership of an aggregate amount of 513,957 shares. BlackRock, Inc. has sole voting power with respect to 441,395 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 513,957 shares, and shared dispositive power with respect to 0 shares.

⁽⁴⁾ In the Schedule 13G/A filed with the SEC on February 12, 2019, Renaissance Technologies LLC reported beneficial ownership of an aggregate amount of 508,347 shares. Renaissance Technologies LLC has sole voting power with respect to 508,347 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 508,347 shares, and shared dispositive power with respect to 0 shares.

⁽⁵⁾ Includes indirect ownership of 947,473 shares of Common Stock beneficially owned by the Edwin H. Wegman Employment Agreement do not purport to be complete and are qualified in their entirety by referenceMarital Trust, for which Ms. Wegman disclaims beneficial ownership except to the full textextent of such agreement.her pecuniary interest therein.

Other Executive Compensation Policies2018/2019 EXECUTIVE OFFICERS

TaxThomas Wegman served as the Company's President for the entirety of fiscal 2018 and Accounting Considerations

Section 162(m) ofwas the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), generally disallows a tax deduction for compensation in excess of $1.0 million paid to ourCompany's sole named executive officer whoseduring 2018. His 2018 compensation, which consisted of a base salary of $400,000, is required to be disclosed to our Stockholders underdiscussed in detail below.

On March 13, 2019, Mr. Wegman passed away. On April 1, 2019, the Exchange Act. Qualifying performance-based compensation is not subjectCompany appointed Dr. Ronald Law to the deduction limitation if specified requirements are met. The Company structures the performance-based portionrole of any executive compensation package to comply with exemptions in Section 162(m) so that the compensation remains tax deductiblePrincipal Executive Officer and Mr. Patrick Caldwell to the Company. However, the Compensation Committee may recommend to the Board compensation payments that do not comply with the exemptions in Section 162(m) when it believes that such payments are appropriate to attractrole of Principal Financial Officer. Both Dr. Law and retain executive talent.

“Nonqualified deferred compensation” is required by Section 409A of the Internal Revenue Code to be paid under plans or arrangements that satisfy certain statutory requirements regarding timing of deferral elections, timing of payments and certain other matters. Employees and service providers who receive compensation that fails to satisfy these requirements may be subject to accelerated income tax liabilities, a 20% excise tax, penalties and interestMr. Caldwell were appointed on their compensation under such plans. The Company designs and administers our compensation and benefits plans and arrangements for all of our employees and service providers, including our named executive officer, to keep them either exempt from or in compliance with the requirements of Section 409A. Under the Wegman Employment Agreement, any provision which causes Mr. Wegman’s payments or benefits to be paid thereunder to fail to comply with Section 409A of the Internal Revenue Code is deemed to be null and void.

Sections 280G and 4999 of the Internal Revenue Code impose certain adverse tax consequences on compensation treated as excess parachute payments. An executive is treated as having received excess parachute payments if such executive receives compensatory payments or benefits that are contingent on a change in control, and the aggregate amount of such payments and benefits equal or exceeds three times the executive’s base salary amount. The portion of the payments and benefits in excess of one times base salary amount are treated as excess parachute payments and are subject to a 20% excise tax, in addition to any applicable federal income and employment taxes. Under the Wegman Employment Agreement, however, the amount of any excess parachute payments shall be reduced to the extent necessary so that no portion of the total benefits to be received by Mr. Wegman is subject to the excise tax.

Deferred Compensation and Retirement Plans

The Company maintains a 401(k) plan, which is a broad-based plan available to all employees. Otherwise,an interim basis, while the Company does not have a deferred compensation program, pension benefits, retirement plans or any post-retirement healthcare plans.

Perquisites and Other Benefits

The perquisites received by Mr. Wegman are limitedconducts an executive search to a car allowance, vacation and reimbursement for reasonable out-of-pocket expenses incurred by Mr. Wegman in connection withfill the performance of his duties.positions permanently.

Role of Executive Officer in Determining Executive Compensation

The Compensation Committee approves all compensation decisions related to Mr. Wegman. Such approval by the Compensation Committee is given without any input from Mr. Wegman.

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Stock Ownership Requirements and Hedging Policies

Currently, the Company does not have any formal stock ownership requirements or any specific hedging policies related to stock ownership.

Benefits

Mr. Wegman is entitled to participate in the standard, broad-based employee benefit plans maintained by the Company, including the Company’s health and dental insurance plans and its 401(k) plan.

Risk Considerations

The Compensation Committee annually evaluates whether there are potential risks arising from the Company’s compensation policies and practices. Based on such evaluation, the Compensation Committee believes that the Company’s compensation policies and practices do not encourage executives to take excessive risks because the various elements of the Company’s executive compensation policies and practices diversify the risks associated with any single element of the executive’s compensation. Instead, the elements of the Company’s executive compensation policy are, collectively, designed to achieve the Company’s annual and long-term corporate objectives and strategies.

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SUMMARY COMPENSATION TABLE

The following table summarizes the annual compensation paid to our named executive officer for the threetwo fiscal years ended December 31, 2015, 20142018 and 2013.2017. Mr. Wegman was the sole named executive officer during 2018. The Summary Compensation Table excludes the following columns, which were not part of Mr. Wegman’sWegman's compensation for 2015, 2014 or 2013:2018 and 2017: Bonus, Stock Awards, Option Awards, Non-Equity Incentive Plan Compensation, and Change in Pension Value and Nonqualified Deferred Compensation Earnings.

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GRANTS OF PLAN-BASED AWARDS

⁽¹⁾Mr. Wegman did not receive any awards pursuant to a Company incentive plan duringalso served as the fiscal year ended December 31, 2015.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards

Thomas Wegman

All material factors necessary to an understandingPresident of the information disclosed inCompany's wholly-owned subsidiary, Advance Biofactures Corporation, for no additional compensation.

⁽²⁾ On January 25, 2018, the above SummaryCompany's Compensation Table are discussed inCommittee established the Compensation Discussionannual base salary and Analysis section.target bonus amounts for 2018 for Thomas L. Wegman, President of the Company. The Committee established that Mr. Wegman's base salary amount for 2018 would be $400,000 (the "Base Salary").

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END (2015)

The following table contains information concerning exercisable stock options with respect to our Common Stock granted to⁽³⁾ Includes the cost of the vehicle leased by the Company for use by Mr. Wegman that was outstanding on December 31, 2015. The below table excludesduring 2017. 

NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE

Employment Agreements

Wegman Employment Agreement

On August 5, 2008, the following columns, which are not applicable based on award types currently outstanding: Number of Securities Underlying Unexercised Options – Unexercisable and Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options

(1) Each of these reported options is fully vested as of December 31, 2015.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

Company entered into an Executive Employment Agreement with Mr. Wegman (the "Wegman Employment Agreement"). The Wegman Employment Agreement requiresrequired us to provide compensation and/or other benefits to Mr. Wegman during his employment and in the event of that executive’shis termination of employment under certain circumstances. ThoseThe Wegman Employment Agreement terminated upon Ms. Wegman's death; however, as Mr. Wegman was the Company's only named executive officer in 2018, the Company is providing a summary of these arrangements are described in greater detail below.despite his passing subsequent to December 31, 2018.

Pursuant to the terms of the Wegman Employment Agreement, if the Company terminatesterminated Mr. Wegman’sWegman's employment without Cause (defined below)cause or if Mr. Wegman resignsresigned from his employment with the Company for Good Reason (defined below),good reason, then Mr. Wegman iswas entitled to: (i) a lump sum payment equal to the average of Mr. Wegman’sWegman's annual base salary and bonuses paid by the Company to Mr. Wegman over the prior five years, prior to the time of such termination, multiplied by three, payable not later than 30 days after the date of termination;three; (ii) continuation of his participation in the Company’sCompany's benefit plans for 18 months following termination, at the highest level provided to Mr. Wegman during the period immediately prior to the termination and at no greater cost than the cost he was paying immediately prior to such termination;months; (iii) 100% of any options to purchase shares of Common Stockcommon stock then held by Mr. Wegman, which options, are then subject to vesting, shall bewould have been accelerated and would have become fully vested and exercisable on the date immediately preceding the effective date of such termination (excluding options that would vest, if at all, upon the attainment of performance goals or any criteria other than the passage of time or continued performance of services by Mr. Wegman);exercisable; and (iv) if,any restrictions on the date immediately preceding the effective date of such termination, Mr. Wegman then holds shares of Common Stock that are subject to restrictions on transfer issued to Mr. Wegman in a transaction other than pursuant to the exercise of acommon stock option, then such restrictions shall expirewould have expired in their entirety on the date immediately preceding the date of termination and all of such shares of Common Stock shall become transferable free of restriction, subject to the applicable provisions of federal and state securities laws.entirety.

If Mr. Wegman’sWegman's employment with the Company terminatesterminated voluntarily without Cause (as defined below) by Mr. Wegman, for Cause by the Company or due to Mr. Wegman’sWegman's death or disability, then Mr. Wegman iswas not entitled to any severance.

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Mr. Wegman’sWegman's receipt of any severance will bewas subject to him signing and not revoking a customary release of claims. No severance will be paid or provided until the release becomes effective and any period to revoke the same has expired. In addition, if Mr. Wegman engagesengaged in Specified Conduct (defined below)specified conduct during the 12-month period following his termination (the “Severance Period”) or has breached any other agreement with the Company relating to nondisclosure of confidential information, in addition to other remedies available to the Company, the Company maywas permitted to seek disgorgement from Mr. WegmanWegman.

Law Employment Agreement

In connection with Dr. Law's appointment as Principal Executive Officer on an interim basis, Advance Biofactures Corporation ("ABC"), a wholly-owned subsidiary of the Company, entered into an amended offer letter with Dr. Law, dated April 1, 2019 (the "Law Employment Agreement"), pursuant to which ABC agreed to increase Dr. Law's annual salary to $375,000. Additionally, Dr. Law is entitled to a lump sum equalpayment of $93,750 in the event that his employment is terminated without cause; provided, however, such severance payment is conditioned upon Dr. Law executing a separation agreement containing a general release. Dr. Law also is party to (i)a Confidentiality and Inventions Assignment Agreement, dated November 16, 2018, between himself and ABC.

Caldwell Employment Agreement

In connection with Mr. Caldwell's appointment as Principal Financial Officer on an interim, part-time basis, the sumCompany entered into a consulting agreement (the "Caldwell Employment Agreement") with Mr. Caldwell, dated April 1, 2019, pursuant to which the Company agreed to pay Mr. Caldwell a monthly stipend of all payments made$30,000 for each completed one-month period. Mr. Caldwell will continue to be treated by the Company as an independent contractor. The Company also agreed to orissue to Mr. Caldwell, on behalfa quarterly basis, 500 restricted stock units ("RSUs") up to a maximum of Mr. Wegman as severance, multiplied by (ii) a fraction,2,000 RSUs. The RSUs vest 25% each year on the numeratorfirst through fourth anniversaries of which is (a) the number of calendar months that comprise Mr. Wegman’s Severance Period, less (b) the number of calendar months elapsed from the date of issuance, subject to Mr. Wegman’s termination of employmentCaldwell's continued service to the dateCompany through the applicable vesting date. In the event the Agreement is terminated without cause, the issued RSUs will fully vest and Mr. Caldwell is entitled to a lump sum payment of such breach or the first date Mr. Wegman engages in Specified Conduct,$360,000 and, the denominator of which is the number of calendar months that comprise Mr. Wegman’s Severance Period

Under the Wegman Employment Agreement:

“Cause” means (i) a willful failure to carry out a proper directiveif he has not been issued all of the Board; (ii) a willful act of gross misconduct that injures the Company; (iii) a material breach of the Wegman Employment Agreement; (iv) a material breach of the Secrecy Agreement dated January 11, 2007 by and between Mr. Wegman and2,000 RSUs at such time, then the Company (the “Secrecy Agreement”); (v) a willful material violation of federal or state lawswill issue the remaining RSUs, which materially injures the Company; or (vi) a conviction or plea of guilty or no contest to a felony involving moral turpitude.

A termination by Mr. Wegman for “Good Reason,” means a termination within two years or less following (i) a material reduction in his base salary; (ii) a material reduction in his authority, duties, or responsibilities; (iii) a material reduction in his superior’s authority, duties, or responsibilities; (iv) a material reduction in the budget over which he has authority; (v) a material change in the geographic location where he must perform services; or (vi) a material breach by the Company of the Wegman Employment Agreement.

“Specified Conduct” means (i) unauthorized disclosure of confidential information in violation of the Secrecy Agreement; (ii) engagement, directly or indirectly, in any business that is competitive with the businesses of Companywill be fully vested at the time of issuance. The Company previously entered into an indemnification agreement in favor of Mr. Wegman’s termination (other than less than 5% ownershipCaldwell dated September 12, 2012, which remains in full force and effect.

Amended and Restated 2001 Option Plan

On April 23, 2009, our Board adopted the Amended and Restated BioSpecifics Technologies Corp. 2001 Stock Option Plan (the "2001 Plan"). The 2001 Plan was approved by Stockholders on June 17, 2009. The following description is a summary of a public company); (iii) Mr. Wegman’s hiring, directly or indirectly, any individual who was an employee or consultantthe 2001 Plan.

• Purpose. The purpose of the 2001 Plan is to advance the interests of the Company withinby providing a material incentive for the 6-month period priorcontinued services of those key employees, independent agents, consultants, attorneys and directors of the Company or its subsidiaries who have made significant contributions toward the Company's success and development, by encouraging those key employees, independent agents, consultants, attorneys and directors to his termination ofincrease their proprietary interest in the Company and by attracting new, able executives to employment or his soliciting or inducing, directly or indirectly, any such individual to terminate his or her employment or consultancy with the Company unless such person was previously terminatedor its subsidiaries.

• Types of Awards and Eligibility. The options granted under the 2001 Plan may be either qualified incentive stock options or non-qualified stock options, within the discretion of the Board. Non-qualified stock options may be granted to any participant, including Key Employees, Consultants and Participating Directors (each as defined in the 2001 Plan). Qualified incentive stock options may be awarded only to Key Employees (including directors who are Key Employees).

• Administration. The 2001 Plan is administered by a committee consisting of the Company; or (iv) his solicitation, directly or indirectly, of any individual who was partner, customer, or vendorentire Board of the Company or at least two directors, each of whom are "non-employee" directors within the six-month period priormeaning of Rule 16b-3 promulgated under the Exchange Act (the "Committee"). The Committee selects the prospective participants and grants options to Mr. Wegman’s terminationsuch individuals.

• Additional Provisions. In general, options granted under the 2001 Plan are exercisable in four equal, annual installments commencing one year after the grant date, although the Board, in its discretion, may provide for different vesting schedules. Options granted under the 2001 Plan terminate (become non-exercisable) upon the expiration of employment,ten years from the grant date or earlier; however, qualified incentive stock options granted to a ten-percent stockholder terminate no later than the expiration of five years from the grant date.

• Adjustments. In the event of a subsequent change in capitalization by reason reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, issuance of warrants or otherwise limitrights or reduce hisdebentures, stock dividend, stock split or her relationshipreverse stock split, cash dividend, property dividend, combination or exchange of shares, repurchase of shares, change in corporate structure or other similar transaction, the Committee determines the appropriate adjustments, if any, to (i) the maximum number and class of common shares or other stock or securities with respect to which options may be granted under the 2001 Plan in the aggregate and to any participant during any calendar year and (ii) the number and class of common shares or other stock or securities which are subject to outstanding options granted under the 2001 Plan and the exercise price therefor. The 2001 Plan, however, does not provide any participant anti-dilution or similar protection and the adjustments referred to above may be made in the sole and absolute discretion of the Committee.

• Effect of Certain Transactions. In the event of a merger or the sale of substantially all of the assets of the Company, each outstanding option shall be assumed or an equivalent option substituted by the successor corporation. If the successor corporation refuses to or does not assume the option or substitute an equivalent option therefor, the participant has the right to exercise the option as to all of the common shares subject to the option.  Additionally, the Committee has the authority to accelerate the exercisability of any options in accordance with the Company.terms of the 2001 Plan.

• Amendment and Termination. The Board may alter, amend or terminate the 2001 Plan at any time, without obtaining any approval of the Company's stockholders; except that the 2001 Plan may not be amended without stockholder approval to (a) change the exercise price of options (excepting proportionate adjustments made in accordance with the 2001 Plan); (b) change the requirement that the exercise price per common share not be less than 100% of the fair market value of the common shares on the grant date (or less than 110% in the case of ten-percent stockholders being issued qualified incentive stock options); or (c) increase the number of common shares available for grant under the 2001 Plan.

Additional Information Regarding Mr. Wegman's 2018 Compensation

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The table below reflects the amount of compensation to be paid to Mr. Wegman was not awarded a bonus in 2018; instead, the Executive Committee of the Board agreed to pay his widow upon termination of his employment following: voluntary resignation, involuntary termination without cause or voluntary termination for Good Reason, involuntary termination for Cause, termination on death or disability and termination following$250,000, together with accrued but unused vacation, as a change in control. The amounts shown assume that such termination was effective on December 31, 2015 and thus include amounts earned through such time and estimates of amounts that would be paid out to the executive on his termination. The actual amount to be paid can only be determined at the time of such executive’s termination.death benefit.

The payments and benefits detailed in the table below are in addition to any payments and benefits under our plans and arrangements that are offered or provided generally to all salaried employees on a non-discriminatory basis and any accumulated vested benefits for Mr. Wegman, including any stock options vested as of December 31, 2015 (which are set forth in the Outstanding Equity Awards at Fiscal Year-End Table (2015)).

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DIRECTOR COMPENSATION

Overview of Director Compensation Program

Current Director Compensation Arrangements

The Company’sCompany's current director compensation policy provides that independent directors receive $45,000 annually for their service on the Board, while non-independent, non-employee directors receive $22,000, except in the case of Dr. Mark Wegman as set forth in the table below. Each non-employee director also receives an additional $5,000 annually to the extent that such non-employee director is a member of a formal or informal Committee and an additional $5,000 annually to the extent that such non-employee director is a chair of any such Committee. The Audit Committee Financial Expert also receives an additional $10,000 annually for such service. The Intellectual Property Committee IP Expert, if any, receives an additional $10,000 annually for such service. Directors are also eligible to receive options under the Company’sCompany's 2001 Stock Option Plan. However, in an effort to increase stockholder value, the Company announced on June 17, 2010 that, absent special circumstances, the Company would no longer grant any new options to, among others, its directors. On April 22, 2015, in connection with their appointments to the Board, each of Dr. Mattila and Ms. Chao received a stock option grant of 15,000 shares of Common Stock.

Change of Control Agreements for Certain Independent Directors

On June 18, 2007, the Company entered into Change of Control Agreements with its directors, Paul Gitman, and Michael Schamroth; on September 17, 2013, the Company entered into a Change of Control Agreement with George Gould; and on April 22, 2015, the Company entered into Change of Control Agreements with each of Jennifer Chao and Jyrki Mattila (each agreement, a “Director"Director Change of Control Agreement”Agreement"). Pursuant to the terms of the Director Change of Control Agreement, in the event that the director’sdirector's service on the Board is terminated pursuant to a transaction resulting in a Change of Control, as defined below, then (i) 100% of any options to purchase shares of Common Stock then held by the director, which options are then subject to vesting, shall be accelerated and become fully vested and exercisable on the date immediately preceding the effective date of such termination and (ii) if, on the date immediately preceding the effective date of such termination, the director then holds shares of Common Stock that are subject to restrictions on transfer issued to the director in a transaction other than pursuant to the exercise of a stock option, then, such restrictions shall expire in their entirety on the date immediately preceding the date of termination and all of such shares of Common Stock shall become transferable free of restriction, subject to the applicable provisions of federal and state securities laws.

Under the Director Change of Control Agreements, a “Change"Change of Control”Control" means the occurrence of any one of the following:

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A copy of the formExchange Act), other than the Company or its affiliates, from any party of Director Changean amount of Control Agreement was filed as Exhibit 10.1 to the Current Report on Form 8-K filedcapital stock of the Company, so that such person holds or controls 40% or more of the Company's capital stock; or

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DIRECTOR COMPENSATION TABLE

The following table summarizes the annual compensation paid to our directors for the fiscal year ended December 31, 2015.2018. Mr. Wegman servesserved as our President and received no additional compensation to serve on the Board as a director during 2015.2018.

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⁽¹⁾ Reflects the aggregate dollar amount of all fees earned or paid in cash for services as a director, including committee fees.

⁽²⁾ On March 15, 2018, in connection with their appointments to the Board's Licensing Committee, each of Dr. Mattila and Ms. Chao received a stock option grant of 15,000 shares of Common Stock. The stock options vest in equal installments over a four-year period commencing on the grant date. As of the Record Date, 3,750 of each of Dr. Mattila's and Ms. Chao's stock options have vested.

REPORT OF THE AUDIT COMMITTEE

The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any of our other filings under the Securities Act of 1933, as amended, or the Exchange Act except to the extent we specifically incorporate this Report by reference therein.

The Audit Committee of our Board is responsible for assisting the Board in fulfilling its oversight responsibilities regarding the Company’sCompany's financial accounting and reporting processes, system of internal control, audit process, and process for monitoring compliance with laws and regulations.

Management of the Company has the primary responsibility for the Company’sCompany's consolidated financial statements as well as the Company’sCompany's financial reporting process, accounting principles and internal controls. EisnerAmper LLP, the Company’sCompany's independent registered public accounting firm, is responsible for performing an audit of the Company’sCompany's consolidated financial statements and internal control over financial reporting, and expressing an opinion as to the conformity of such financial statements with generally accepted accounting principles and the effectiveness of the Company’sCompany's internal control over financial reporting.

In this context, the Audit Committee reviewed and discussed the audited financial statements of the Company as of and for the year ended December 31, 20152018 with the Company’sCompany's management and the independent registered public accounting firm. To ensure independence, the Audit Committee met separately with EisnerAmper LLP and members of the Company’sCompany's management. These reviews included discussion with the independent registered public accounting firm of matters required to be discussed pursuant to Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended (AICPA,Professional Standards, Vol. 1, AU section 380), as adopted bythe auditing standards of the Public Company Accounting Oversight Board in Rule 3200T.("PCAOB") Auditing Standard No. 1301 (Communications with Audit Committees). In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), as currently in effect,the PCAOB and it has discussed with the independent registered accounting firm its independence from the Company. Finally, in accordance with the Sarbanes Oxley Act of 2002, Section 404, the Audit Committee received a positive attestation and report from EisnerAmper LLP regarding the Company’s internal financial reporting controls.

Based on the reviews and discussions described above, the Audit Committee recommended to the Board the inclusion of the audited financial statements in the Company’sCompany's Annual Report on Form 10-K for the fiscal year ended December 31, 2015,2018, for filing with the Securities and Exchange Commission.

This Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any of our other filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in such filing.

/s/ The Audit Committee

Dr. Paul Gitman, Chair
Michael Schamroth
Dr. Jyrki Mattila
Jennifer Chao

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PROPOSAL NO. 2—RATIFICATION2-RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We are asking our Stockholders to ratify the Audit Committee’sCommittee's selection of EisnerAmper LLP (“EisnerAmper”("EisnerAmper") as our independent registered public accounting firm for the fiscal year ending December 31, 2016.2019. EisnerAmper has served as our independent registered public accounting firm since October 10, 2014. The services provided to us by EsinerAmperEisnerAmper during 20152018 are described under “Principal"Principal Accountant Fees and Services.”"

Although Stockholder ratification is not required by our bylaws or otherwise, the Board believes it is advisable to provide Stockholders an opportunity to ratify this selection and is submitting the selection of EisnerAmper to our Stockholders for ratification as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm, but is not required to do so. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if the Committee determines that such a change would be in the best interests of the Company and our Stockholders.

We expect that a representative of EisnerAmper will attend the 20162019 Annual Meeting, either in person or via telephone, and the representative will have an opportunity to make a statement if he or she so chooses. The representative will also be available to respond to appropriate questions from Stockholders.

The Audit Committee annually reviews the independent registered public accounting firm’sfirm's independence, including reviewing all relationships between the independent registered public accounting firm and us and any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm, and the independent registered public accounting firm’sfirm's performance.

Change in Independent Registered Public Accounting Firm

In August 2014, our Audit Committee dismissed Tabriztchi & Co., CPA, P.C. (“Tabriztchi”), as our independent registered public accounting firm and approved the engagement of Friedman LLP (“Friedman”), as our principal independent registered public accounting firm to audit the Company’s financial statements for the quarter ended September 30, 2014 and the fiscal year ended December 31, 2014. The decision to change auditors was approved by the Audit Committee upon completion of a competitive review process.

The audit report of Tabriztchi on the Company’s financial statements for the fiscal years ended December 31, 2013 and 2012, did not contain any adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2013 and 2012, and the subsequent interim period through August 7, 2014: (1) the Company had no disagreements with Tabriztchi 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 Tabriztchi, would have caused Tabriztchi to make reference to the subject matter of the disagreement in connection with its reports; and (2) there were no “reportable events” (as defined in Regulation S-K Item 304(a)(1)(v)).

The Company provided Tabriztchi with a copy of the auditor transition disclosures made in a current report on Form 8-K prior to the time it was filed with the SEC and requested that Tabriztchi furnish a letter addressed to the SEC stating whether it agrees with the statements made in the Report. A copy of Tabriztchi’s letter was filed as Exhibit 16.1 to the Report filed on August 7, 2014.

35

During the Company’s most recent fiscal years and interim period through August 7, 2014, the Company consulted with Friedman prior to its appointment regarding the preparation and filing of the Company’s federal, state and local tax returns and Friedman assisted and consulted management in their preparation of the Company’s quarterly and year-end tax provision for its consolidated financial statements. Effective with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, Friedman would no longer assist management in their preparation of the Company’s quarterly and year-end tax provision for its consolidated financial statements, but would continue to assist the Company with the preparation and filing of the Company’s federal, state and local tax returns. During the fiscal years ended December 31, 2013 and 2012, and the subsequent interim period through August 7, 2014, the Company did not consult with Friedman regarding: (1) the application of accounting principles to a specified transaction, either proposed or completed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (2) any matter or reportable event set forth in Item 304(a)(1)(v) of Regulation S-K.

Upon announcement of Friedman’s engagement, the SEC issued a comment letter to the Company questioning whether certain tax-related services previously provided by Friedman to the Company in 2014 would impair its independence under Rule 2-01(c)(4)(i) of Regulation S-X regarding Friedman’s review of the Company’s quarter ended September 30, 2014 and their audit for the year ended December 31, 2014. Following a discussion with the SEC, the Audit Committee dismissed Friedman as the Company’s independent registered public accounting firm effective October 10, 2014 and before Friedman had commenced any audit-related work. Effective October 10, 2014, the Audit Committee approved the engagement of EisnerAmper, as our principal independent registered public accounting firm to audit the Company’s financial statements for the quarter ended September 30, 2014 and the fiscal year ended December 31, 2014. While Friedman had not issued any reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2013 and 2012 or for any interim periods and did not commence any audit related work prior to its termination as the independent registered public accounting firm, during the fiscal years ended December 31, 2013 and 2012, any subsequent interim periods and the period of Friedman’s engagement from August 7, 2014 through October 10, 2014, the date of Friedman’s dismissal, there were no: (1) disagreements with Friedman 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 Friedman, would have caused them to make reference to the subject matter of the disagreements in connection with any reports; or (2) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Friedman with a copy of the auditor transition disclosures made in a current report on Form 8-K/A prior to the time it was filed with the SEC and requested that Friedman furnish a letter addressed to the SEC stating whether it agreed with the statements made in the Report. A copy of Friedman’s letter was filed as Exhibit 16.1 to the Report filed on October 23, 2014.

During the fiscal years ended December 31, 2013 and 2012, and the subsequent interim period through August 7, 2014, the Company did not consult with EisnerAmper regarding: (1) the application of accounting principles to a specified transaction, either proposed or completed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (2) any matter or reportable event set forth in Item 304(a)(1)(v) of Regulation S-K.

Principal Accountant Fees and Services

We regularly review the services and fees of our independent registered public accountants. These services and fees are also reviewed by the Audit Committee on an annual basis. The following table shows the fees paid or accrued by the Company for audit and other services provided by Tabriztchi for fiscal 2014 and by EisnerAmper for 20142018 and 2015. There were no fees associated with Friedman for service as our independent registered public accountants.2017. The aggregate fees billed for the fiscal years ended December 31, 20152018 and 20142017 for each of the following categories of services are as follows:

__________

			2015($)			2014($)
	Audit fees(1)		155,319.39			149,625
	Audit-related fees (2)		-			631
	Tax fees		-			-
	All other fees		-			-

______________

Pre-Approval Policies and Procedures

The Audit Committee pre-approves all auditing services, internal control related services and permitted non-audit services (including the fees and terms thereof) to be performed by EisnerAmper, subject to the de minimis exception for non-audit services that are approved by the Audit Committee prior to the completion of an audit. The Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by the Company’sCompany's independent registered public accounting firm. This policy generally provides that the Company will not engage its independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the Audit Committee or the engagement is entered into pursuant to the pre-approval procedure described below.

From time to time, the Audit Committee may pre-approve specified types of services that are expected to be provided to the Company by its independent registered public accounting firm during the next 12 months. Any such pre-approval is detailed as to the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

VOTE REQUIRED

The affirmative vote of a majority of shares of our common stock, present in person or represented by proxy at the 20162019 Annual Meeting and entitled to vote, is required to ratify the selection of our independent registered public accountants.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
“FOR”"FOR" THE RATIFICATION OF THE APPOINTMENT OF EISNERAMPER LLP AS
THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

(PROPOSAL NO. 2 ON YOUR PROXY CARD)

37PROPOSAL NO. 3- Approval of the Biospecifics Technologies Corporation 2019 Omnibus Incentive Compensation Plan

Overview and Background

On April 25, 2019, our Compensation Committee, subject to shareholder approval, unanimously approved and adopted the BioSpecifcs Technologies Corporation 2019 Omnibus Incentive Compensation Plan (the "2019 Plan"). The 2019 Plan is a long-term incentive plan designed to encourage our employees (including our executive officers), non-employee directors, and certain consultants and advisors who provide services to the Company and its subsidiaries with the opportunity to own Company common stock and incentivize these individuals to promote the Company's success. We believe that participation in the 2019 Plan will encourage eligible participants to contribute to the success and growth of the business of the Company, thereby benefiting the Company's Stockholders and aligning the economic interests of participants, including our executive officers, with those of our Stockholders.

The 2019 Plan will include a replenished reserve of up to 1,247,598 shares of our common stock. The share reserve may be adjusted, and additional or fewer shares may be awarded under the 2019 Plan, as described in more detail under "Shares Available" below.

The 2019 Plan will serve as the successor to the BioSpecifics Technologies Corporation Amended and Restated 2001 Stock Option Plan ("2001 Plan"). If approved by Stockholders at the 2019 Annual Meeting, the 2019 Plan will be effective upon such approval ("Effective Date"). We will not grant any further awards under the 2001 Plan on or after the Effective Date. However, each outstanding award under the 2001 Plan will remain outstanding under the 2001 Plan and continue to be governed under its terms and any applicable award agreement.

Purpose of this Proposal

Nasdaq rules require the Company to submit the 2019 Plan for shareholder approval. Additionally, we are asking Stockholders to approve the material terms of the 2019 Plan as a matter of good corporate governance.

Equity compensation is a vital component of our executive compensation philosophy, and plays a pivotal role in our ability to continue to attract, retain, and motivate executive officers, employees, non-employee directors, and key consultants and advisors who are critical to our success. Upon shareholder approval, the 2019 Plan will be the only discretionary plan that enables us to grant new equity awards to our employees, non-employee directors, and other service providers. Our Board believes it is in the best of interest of the Company and its Stockholders to approve the 2019 Plan in order to continue to motivate outstanding performance by these individuals. If this proposal is not approved, we believe that we would be at a disadvantage against our competitors for recruiting, retaining, and motivating those individuals who are critical to our success. We also could be forced to increase cash compensation, thus reducing resources available to meet our business needs.

Determination of Share Reserve under the 2019 Plan

We are asking Stockholders to approve 1,100,000 new shares authorized for issuance under the 2019 Plan, plus up to 147,598 shares reserved for issuance under the 2001 Plan that remained available for grant under the 2001 Plan as of April 22, 2019, as adjusted as described below under "Summary of the Stock Plan - Shares Available."

Our Board considered a number of factors in determining the number of new shares authorized for future issuance under the 2019 Plan, including the number of shares remaining available under the 2001 Plan, our past share usage (sometimes called our "burn rate"), our estimate of the number of shares needed for future awards, a dilution analysis, competitive data from relevant peer companies, and the current and anticipated future accounting expense associated with our equity award practices.

Based on this analysis, the Board approved 1,100,000 new shares available for issuance under the 2019 Plan and an aggregate share reserve of 1,247,598. Approval of the 2019 Plan will ensure that we have an adequate number of shares available for future awards, enabling us to continue to align the interests of our executive officers, employees, non-employee directors, and consultants and advisors with those of our Stockholders.

Current Overview of Outstanding Equity Awards

As of April 22, 2019, there were 175,500shares subject to outstanding stock options, zero shares of outstanding and unvested restricted stock units ("RSUs"), zero shares subject to outstanding and unvested performance stock units ("PSUs"), and 147,598 shares available for future awards under the 2001 Plan.

Key Features of the Plan

Our Board believes that the 2019 Plan incorporates and promotes best practices by reinforcing the alignment between equity compensation arrangements for eligible participants and Stockholders' interests. The 2019 Plan includes the following key features:

• Administration. The Compensation Committee, which is composed entirely of independent, non-employee directors, administers the 2019 Plan.
  
  
• Minimum Vesting Requirements. The 2019 Plan establishes a minimum vesting requirement - any awards granted under the 2019 Plan generally may not vest over a period of less than one year from the grant date. Up to 5% of shares of the Company Stock subject to the 2019 Plan's share reserve may be granted without regard to this minimum vesting requirements for (i) awards to non-employee directors that vest on the earlier of the one-year anniversary of the grant date and the next annual meeting of Stockholders and (ii) adjustments permitted by the 2019 Plan.
  
  
• No Liberal Share Recycling. The following shares may not be added back to the pool of shares available for issuance under the 2019 Plan: (i) any shares used in payment upon exercise of stock options or stock-settled stock appreciation rights ("SARs"); (ii) shares not issued upon the settlement of SARs; (iii) any shares withheld or surrendered for the payment of taxes relating to any award; and (iv) shares not issued or delivered as a result of the net settlement of an outstanding SAR or option. If any outstanding awards are settled in cash, the shares underlying such awards will again become available for issuance under the 2019 Plan.

• Annual Limits on Awards, Including Awards to Non-Employee Directors. The maximum aggregate grant date fair value of all awards made to a non-employee director in any fiscal year, together with any cash payments to the non-employee director for director services during such fiscal year, cannot exceed $400,000 in total value. The 2019 Plan also generally limits the maximum number of shares that may be granted during any one fiscal year to any individual participant (other than a non-employee director) to 50,000 shares.
  
  
• Explicit "No Repricing" Provisions. Subject to certain adjustment provisions, the 2019 Plan expressly provides that the terms of stock options or SARs may not be amended or replaced, without shareholder approval, to (i) reduce the exercise or base price of outstanding options or SARs, (ii) cancel outstanding options or SARs in exchange for options or SARs with a lowered exercise or base price, or (iii) replace outstanding options or SARs in exchange for other awards or cash at a time when the exercise price of such options or SARs is higher than the fair market value of a share of common stock.
  
  
• Clawback/Recoupment Provision.The 2019 Plan includes a "clawback" or recoupment provision, which provides that awards will be subject to cancellation or forfeiture pursuant to any clawback, recoupment or similar policy required by law or otherwise adopted by the Board.
  
  
• No Discounted Stock Options or SARs. The 2019 Plan requires that stock options and SARs must have an exercise price equal to at least the fair market value of our common stock on the date the award is granted.
  
  
• No Liberal Change in Control Definition. The 2019 Plan defines change in control based, in part, on the consummation of the transaction rather than the announcement or shareholder approval of the transaction.
  
  
• For All Awards, No Dividend Payments Unless Awards Vest or Are Earned. The 2019 Plan prohibits paying dividends on stock options or SARs, and expressly provides that no dividends or dividend equivalents will be paid on restricted share and restricted share units (including performance-based awards) unless and until the applicable vesting and/or performance requirements have been satisfied or achieved.
  
  
• No Tax Gross-Ups.The 2019 Plan does not provide for any tax gross-ups.
  

Summary of the 2019 Plan

The following summary of the principal features of the 2019 Plan is qualified in its entirety by reference to the complete text of the 2019 Plan, a copy of which is attached as Appendix A to this Proxy Statement.

Purpose.The purpose of the 2019 Plan is to provide employees, non-employee directors, and certain consultants and advisors of the Company and its subsidiaries with the opportunity to receive grants of incentive stock options ("ISOs"), non-qualified stock options ("NSOs"), SARs, restricted stock, RSUs (including performance-based RSUs) and other awards. The Company believes that the 2019 Plan will encourage these participants to contribute to the success and growth of the business of the Company, which benefits our Stockholders. We also believe that the 2019 Plan will encourage ownership of our common stock by our executive officers, employees, non-employee directors, and consultants and advisors, which aligns these participants' interests with those of our Stockholders.

Administration. Generally, the Compensation Committee has full power and authority to administer and interpret the 2019 Plan, including the authority to determine (i) who is eligible to receive awards under the 2019 Plan and (ii) the terms and provisions of such awards and of the applicable award agreements. Pursuant to the terms of the 2019 Plan, the Compensation Committee may delegate to our CEO the authority to grant awards to certain participants (excluding executive officers and non-employee directors who are subject to the reporting requirements of Section 16 of the Exchange Act).

Eligibility. All employees (including our executive officers) and non-employee directors of the Company and its subsidiaries are eligible to participate in the 2019 Plan. Certain consultants and advisors of the Company and its subsidiaries ("Key Advisors") also are eligible to participate in the 2019 Plan, subject to the prescriptions and requirements set forth in the 2019 Plan. As of April 22, 2019, approximately five employees (including one executive officers), six non-employee directors, and two Key Advisors would be eligible to participate in the 2019 Plan. As of April 22, 2019, approximately two current and former employees (including one current executive officers), four current non-employee directors, and two Key Advisors hold outstanding equity awards under the 2001 Plan.

Because our executive officers and non-employee directors are eligible to receive awards under the 2019 Plan, they may be deemed to have a personal interest in the approval of this Proposal 3.

Shares Available. The maximum number of shares of common stock authorized for issuance under the 2019 Plan is 1,247,598shares of common stock, consisting of 1,100,000 new shares, plus up to 147,598 shares (which is the number of shares that remained available for awards under the 2001 Plan as of April 22, 2019). This aggregate amount will be reduced by any shares subject to awards granted under the 2001 Plan between April 22, 2019 and the Effective Date. The 2019 Plan share reserve also will include the number of undelivered shares of common stock that were the subject of awards outstanding under the 2001 Plan as of the close of business on the Effective Date and, after the Effective Date, that expire, are forfeited, terminated, cancelled, settled in cash or otherwise settled without delivery to the participant of the full number of shares to which the award related.

Shares issued under the 2019 Plan may be newly-issued shares, shares of treasury stock or shares that have been reacquired by the Company.

Share Counting Provisions. For purposes of calculating the number of shares of common stock issued under the 2019 Plan:

• Shares (i) used in payment upon exercise of stock options or stock-settled SARs, (ii) not issued upon the settlement of SARs; (iii) tendered or withheld for the payment of taxes relating to any award; or (iv) not issued or delivered as a result of the net settlement of an outstanding SAR or option will not be added back to the share pool.

• To the extent any awards are paid in cash, any shares previously subject to such awards shall again be available for issuance the 2019 Plan
  
  
• To the extent that an award granted under the 2019 Plan or the 2001 Plan expires or is cancelled, forfeited, terminated, settled in cash, or otherwise is settled without delivery of the full number of shares to which the award related, then the undelivered shares will again be available for awards to be granted under the 2019 Plan.
  
  

Limitation on Employee and Key Advisor Awards.Subject to adjustment as provided in the 2019 Plan, no more than 50,000 shares of common stock subject to awards may be granted during any one fiscal year to any employee or key advisor participant; provided, however, the individual limitation may be increased to two times the limit with respect to awards that are made on or around the date of hire to a newly hired employee.

Limitation on Non-Employee Director Awards. The maximum aggregate grant date fair value (measured as of the grant date in accordance with applicable financial accounting rules) of all awards made to a non-employee director in any fiscal year, together with any cash payments (including the annual retainer and any other compensation) paid or payable to the non-employee director for director services during such fiscal year, cannot exceed $400,000 in total value.

Award Types

The Compensation Committee (or its proper delegate) may grant the following types of awards under the 2019 Plan: stock options, SARs, restricted stock, RSUs, other stock-based awards, and cash incentive awards. Any restricted stock, RSU, and other stock-based awards granted under the 2019 Plan may be conditioned upon the achievement of specified performance goals established by the Compensation Committee. 

Stock Options. Stock options entitle a participant to purchase shares of common stock during the option term at a fixed "exercise" price. Stock options either may be ISOs, which may qualify for favorable tax treatment for the option holder, or NSOs, which do not. ISOs may be granted only to participants who meet the definition of "employees" under Section 3401 of the Code. The exercise price for all stock options (other than substitute awards) must be at least the fair market value of the Company's common stock on the grant date; provided, however, that in the case of ISOs granted to a ten-percent stockholder, the per share exercise price must be at least 110% of the fair market value of the Company's common stock on the grant date.

The maximum term of a stock option is ten years (or five years in the case of an ISO granted to a ten-percent stockholder), subject to earlier termination upon termination of service. The exercise price is payable in one or more of the following forms as determined by the Compensation Committee: (i) cash or by check; (ii) net exercise or cashless exercise in a brokered transaction; (iii) delivery of other shares of common stock, or withholding shares of common stock, in each case having a fair market value on the exercise date equal to the exercise price of the shares to be purchased; or (iv) such other form or forms as the Compensation Committee may approve.

Restricted Stock Awards. A restricted stock award is an award of common stock subject to conditions or contingencies, which may be time- or performance-based. Until such conditions or contingencies are satisfied or lapse, the award is subject to forfeiture. Unless the Compensation Committee determines otherwise, during the applicable restriction period, the grantee will have the right to vote shares of restricted stock and to receive any dividends or other distributions paid on such shares, subject to any restrictions deemed appropriate by the Compensation Committee, including the achievement of specific performance goals.Dividends will vest only if and to the extent that the applicable restrictions relating to the underlying restricted stock have lapsed.

Restricted Stock Unit Awards. An RSU award entitles the recipient to a payment equal to the value of the underlying common stock following vesting. RSUs may be settled in cash, shares of common stock or a combination of both. RSUs generally are subject to time- and/or performance-based vesting restrictions. During the applicable restriction period, the grantee will not have the right to vote the underlying shares or to receive dividends; provided that the grantee may be eligible to receive dividend equivalents.

Stock Appreciation Rights. SARs entitle the participant to receive, on exercise, a payment having a value equal to the excess of the fair market value of the underlying shares on the exercise date over the SAR base price. SARs may be granted either alone or in combination with a stock option. The term during which each SAR may be exercised will be determined by the Compensation Committee, but no SAR may be exercised on or after the tenth anniversary of the date of grant. Payment may be in cash, shares of common stock or a combination of both. SARs granted in tandem with a stock option will be exercisable only to the same extent and subject to the same conditions as the related option.

Other Stock-Based Awards. The Compensation Committee may grant other stock-based awards that are based on or measured by Company common stock on such terms and conditions as determined by the Compensation Committee.  Other stock-based awards may be conditioned upon the achievement of performance goals or other criteria or conditions, and may be payable in cash, shares of common stock, or a combination of both.

Cash Awards. The Compensation Committee may grant cash awards to executive officers and other key employees of the Company based upon any terms and conditions, including criteria for the vesting and payment, as determined by the Compensation Committee.

Substitute Awards. Substitute awards consist of shares issued or transferred under awards made pursuant to an assumption, substitution or exchange for previously granted awards of a company that is acquired by the Company in a transaction. Shares covered by substitute awards will not reduce the number of shares otherwise available for awards under the 2019 Plan.

Dividend Equivalents. The Compensation Committee may grant dividend equivalents in connection with RSUs or other stock-based awards.  Subject to the provisions of the 2019 Plan, dividend equivalents may be paid currently or accrued as contingent cash obligations and may be payable in cash or shares, upon such terms and conditions as the Compensation Committee determines.  Dividend equivalents will vest and be paid only if and to the extent the underlying RSU or other stock-based award vests and is paid. No dividends or dividend equivalents will be granted in connection with stock options or SARs under the 2019 Plan.

Performance Goals

Performance goals applicable to an award granted under the 2019 Plan will be determined by the Compensation Committee and include, but are not limited to, one or more of the following criteria: revenue; earnings per share; operating income; net income (before or after taxes); cash flow (including, but not limited to, operating cash flow and free cash flow); gross profit; growth in any of the preceding measures; gross profit return on investment; gross margin return on investment; working capital; gross margins; EBIT; EBITDA; return on equity; return on assets; return on capital; revenue growth; total shareholder return; economic value added; customer satisfaction; technology leadership; number of new patents; employee retention; market share; market segment share; product release schedules; new product innovation; cost reduction through advanced technology; brand recognition/acceptance; product ship targets; and stock value; and other similar criteria consistent with the foregoing.  The Compensation Committee also may grant performance-based awards that are based on criteria other than those set forth above.

Performance goals may be established on an absolute or relative basis, on a GAAP or non-GAAP basis, and may be established on a corporate-wide basis, or on objectives that are related to the performance of an individual participant, or with respect to one or more business units, departments, divisions, subsidiaries or business segments.  Relative performance may be measured against a group of peer companies, a financial market index or other objective and quantifiable indices.

Performance goals need not be uniform among participants. In setting performance goals, the Compensation Committee may provide for appropriate adjustments as it deems appropriate.

Other Provisions

Change of Control Provisions. In the event of a change of control (as such term is defined in the 2019 Plan), one or more of the following actions may occur with respect to outstanding awards:

• The award may be assumed or replaced by the successor entity.
  
  
• Unless the award agreement provides otherwise, if a participant's employment is terminated without cause (as such term is defined in the 2019 Plan) upon or within 12 months following a change of control, the participant's outstanding awards will become fully vested as of the date of such termination; provided that if the vesting of any such awards is based, in whole or in part, on the achievement of performance goals, such awards will vest only based on the greater of (i) actual performance as of the date of the change of control, or (ii) target performance, pro-rated based on the period elapsed between the beginning of the applicable performance period and the date of termination.
  
  
• If the award is not assumed or replaced by awards with comparable terms by the successor entity, the Compensation Committee may (i) determine that outstanding stock options and SARs will automatically accelerate and become fully exercisable and the restrictions and conditions on outstanding restricted stock, RSUs, cash awards, and dividend equivalents will immediately lapse; (ii) determine that participants will receive a payment in settlement of outstanding RSUs, cash awards, or dividend equivalents, in such amount and form as may be determined by the Compensation Committee; (iii) require that participants surrender their outstanding stock options and SARs in exchange for a payment by the Company (in cash or shares of Company stock, as determined by the Compensation Committee), in an amount equal to the amount, if any, by which the then fair market value of the shares of Company stock subject to the participant's unexercised stock options and SARs exceeds the stock option exercise price or SAR base amount; and (iv) after giving participants an opportunity to exercise all of their outstanding stock options and SARs, terminate any or all unexercised stock options and SARs.

Deferrals. The Compensation Committee may permit participants to elect to defer, for federal income tax purposes, the compensation associated with awards granted under the 2019 Plan. Such deferrals must comply with all applicable requirements of Section 409A of the Code.

Withholding. All awards under the 2019 Plan are subject to applicable United States federal (including FICA), state and local, foreign country or other tax withholding requirements.  Participants may be required to pay amounts sufficient to satisfy such tax withholding requirements, or the applicable employer may deduct the amount of any withholding taxes due from other wages and compensation. The Compensation Committee may permit or require procedures whereby shares are withheld, up to an amount that does not exceed the participant's applicable withholding tax rate for United States federal (including FICA), state and local tax liabilities.  The Compensation Committee also may, in its discretion, allow participants to elect to have such share withholding applied to all or a portion of the tax withholding obligation arising in connection with any particular award. Unless the Compensation Committee determines otherwise, share withholding for taxes may not exceed the participant's minimum applicable tax withholding amount.

Transferability of Awards. Generally, only a participant may exercise rights with respect to any award granted under the 2019 Plan during the participant's lifetime. A participant cannot transfer those rights except (i) by will or by the laws of descent and distribution or (ii) with respect to awards other than ISOs, pursuant to a domestic relations order.  When a participant dies, the personal representative or other person entitled to succeed to the rights of the participant may exercise such rights. The 2019 Plan does permit the Compensation Committee to provide, in an award agreement, that a participant may transfer NSOs to family members, or one or more trusts or other entities for the benefit of or owned by family members, consistent with applicable law and the terms of the 2019 Plan.

Term, Amendment and Termination. The 2019 Plan will become effective as of the Effective Date. If the shareholder vote on the 2019 Plan at the Annual Meeting is postponed, the 2019 Plan will be effective on such date on which a Stockholders' meeting to vote to approve the 2019 Plan occurs.  Until such time, the 2001 Plan will continue in effect, in accordance with its terms, and awards will continue to be granted under the 2001 Plan until its termination, subject to previously authorized share limits.

The Board may amend or terminate the 2019 Plan at any time, except that no amendment may make any change for which shareholder approval is required by law or the rules of any relevant stock exchange absent such appropriate shareholder approval, including any changes to the 2019 Plan's prohibition on repricing.

The 2019 Plan will terminate on the day immediately preceding the tenth anniversary of its Effective Date, unless it is terminated earlier by the Board or is extended by the Board, with appropriate shareholder approval.

Adjustment Provisions. In connection with certain corporate transactions, including extraordinary dividends, stock dividends, stock splits, stock combinations, recapitalizations, exchange of shares, spin-offs, and other similar changes in the Company's capital structure, the Compensation Committee will equitably adjust the number of shares of common stock available under the 2019 Plan and the shares of common stock and purchase price covered by any outstanding award to prevent any dilution or enlargement of benefits, so that the recipient of the award is treated in the same manner as holders of the underlying common stock.

Valuation.The fair market value per share of our common stock under the 2019 Plan on any relevant date generally is deemed to be equal to the closing selling price per share on that date as determined by the Nasdaq (or if there was no sale on that date, on the last preceding date on which a sale was reported). As of April 22, 2019, the fair market value of our common stock determined on such basis was $63.00 per share.

Federal Income Tax Consequences of Awards

The following is a summary of the United States federal income tax treatment applicable to the Company and the participants with respect to awards under the 2019 Plan.

Restricted Stock, Stock Unit Awards, Stock-Based Awards, and SARs. Awards in cash and common stock are generally taxable as compensation to the participant at the time of payment. Awards of restricted stock do not constitute taxable income to the participant until the restrictions lapse, unless the participant elects to realize taxable ordinary income in the year of award in an amount equal to the fair market value of the restricted stock award, determined without regard to the restrictions. Awards of SARs and stock unit awards do not constitute taxable income until such time as the participant receives cash or common stock under the terms of the awards. The amount of taxable income to the participant generally is equal to the total amount of the cash and/or fair market value of the shares of common stock received. Any interest and dividend equivalents earned on awards also will be taxed as compensation to the participant. Amounts taxable as compensation are subject to withholding and employment taxes.

Incentive Stock Options. Except with respect to participants who may have to pay alternative minimum tax in connection with the exercise of an ISO, there are no federal income tax consequences to a participant upon grant or exercise of an ISO. If the participant holds shares of common stock purchased upon exercise of an ISO for at least two years after the grant date and at least one year after the exercise date (the "Holding Periods"), the subsequent sale of common stock will give rise to a long-term capital gain or loss to the participant. If the participant does not satisfy the Holding Periods by selling the shares of common stock before the later of two years after the grant date or one year after the exercise date, the participant will recognize ordinary income equal to the difference between the (i) lower of the fair market value at the exercise or sale date and (ii) option exercise price; any additional gain or loss will be a capital gain or loss.

Nonqualified Stock Options. Generally, there are no federal income tax consequences to the participant upon grant of an NSO. Upon the exercise of a NSO, the participant will recognize ordinary income equal to the amount, if any, by which the fair market value of the common stock acquired upon the exercise of the option exceeds the exercise price. A sale of common stock so acquired will give rise to a capital gain or loss equal to the difference between the fair market value of the common stock on the exercise and sale dates.

Company Deduction. Except in the case of an ISO that satisfies the Holding Periods, the Company generally may deduct any compensation or ordinary income recognized by the recipient of an award under the 2019 Plan when such compensation or income is recognized, subject to the limits of Section 162(m) of the Code ("Section 162(m)"). Prior to 2018, Section 162(m) imposed a $1 million limit on the amount a public company could deduct for compensation paid to a company's chief executive officer or any of the company's three other most highly compensated executive officers (other than the chief financial officer) who were employed as of the end of the year. This limitation did not apply to compensation that met the tax code requirements for "qualified performance-based" compensation."

Effective for taxable years beginning after December 31, 2017, the performance-based compensation exemption and the exemption of the chief financial officer from Section 162(m)'s deduction limit have been repealed. Accordingly, awards paid under the 2019 Plan to our "covered employees" (as such term is defined in the Code) may not be deductible in future years due to the application of the $1 million deduction limitation. As in prior years, while deductibility of executive compensation for federal income tax purposes is among the factors the Compensation Committee considers when structuring our executive compensation, it is not the sole or primary factor considered. Our Board and the Compensation Committee retain the flexibility to authorize compensation that may not be deductible if they believe it is in our best interests.

New Plan Benefits

No awards have been granted under the 2019 Plan. Future awards under the 2019 Plan will be made at the discretion of the Compensation Committee. Therefore, the benefits and amounts that will be received or allocated under the 2019 Plan in the future are not determinable at this time.

VOTE REQUIRED

A majority of the votes cast at the meeting will be required for approval of the 2019 Plan.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE 2019 PLAN.  (PROPOSAL NO. 3 ON YOUR PROXY CARD)

GENERAL MATTERS

Availability of Certain Documents

A copy of our 20152018 Annual Report on Form 10-K has been posted on our website along with this Proxy Statement at http://biospecifics.com/underhttp://investors.biospecifics.com/index.php?s=127. We will mail, without charge, upon written request, a copy of our 20152018 Annual Report on Form 10-K excluding exhibits. Please send a written request to our PresidentPrincipal Executive Officer at:

BioSpecifics Technologies Corp.
35 Wilbur Street
Lynbrook, New York 11563
Attention: PresidentPrincipal Executive Officer

Stockholder Communications

The Company has a process for Stockholders who wish to communicate with the Board. Stockholders who wish to communicate with the Board may write to the Board at the Company’sCompany's address given above. These communications will be received by Thomas Wegman, PresidentRonald Law, Principal Executive Officer of the Company, and will be presented to the Board in Mr. Wegman’sDr. Law's discretion. In determining which communications will be presented to the Board, Dr. Law will consider the appropriateness of the subject matter as it relates to the responsibilities of the Board. Stockholder communications can be addressed to specified individual directors.

Stockholder Proposals and Nominations for the 20172020 Annual Meeting

SECRequirements for Stockholder Proposals to be Considered for Inclusion in our Proxy Materials.

Pursuant to Rule 14a-8(e) of the Exchange Act, a Stockholder may submit a proposal for inclusion in our Proxy Statement for the 20172020 Annual Meeting to Thomas Wegman,Ronald Law, our President,Principal Executive Officer, at our principal executive offices, at 35 Wilbur Street, Lynbrook, New York 11563 no later than close of business on December 30, 2016.January 1, 2020.

Requirements for Stockholders to Submit Nominees for Inclusion in our Proxy Materials and AlternativeRequirements for Stockholder Proposals to be Considered for Inclusion in our Proxy Materials.

Pursuant to our bylaws, any Stockholder desiring to nominate one or more persons for election as a director or directors of the Company at the 20172020 Annual Meeting or desiring to bring any other matter before the 20172020 Annual Meeting must submit a notice of the proposal including the information required by our bylaws to us between February 2, 201714, 2020 and March 4, 201715, 2020 or else it will be considered untimely and ineligible to be properly brought before the meeting. However, if our 20172019 Annual Meeting of Stockholders is not held onwithin 30 days of June 2, 2017,13, 2019, under our bylaws, this notice must be provided (a) not earlier than the 120th day prior to the 20172020 Annual Meeting, and (b) not later than (i) the 90th day prior to the 20172020 Annual Meeting and (ii) the fifth day following the day on which notice of the date of the 20172020 Annual Meeting is mailed or public disclosure of the date of the 20172020 Annual Meeting is made, whichever first occurs.

A proposal whichthat is received outside of the applicable time period or which otherwise fails to meet the requirements for Stockholder proposals established by the SEC and our bylaws will not be included. Notice of a proposal to nominate one or more persons as a director of the Company must provide the information required by Sections 1.11 and 2.15 of our bylaws with respect to each nomination the Stockholder submits for inclusion in our proxy materials for the 20172020 Annual Meeting. Notice of all other proposals must provide the information required by Section 1.11 of our bylaws. The submission of a Stockholder proposal does not guarantee that it will be included in the proxy statement. All notices should be submitted to Thomas Wegman,Ronald Law, our President,Principal Executive Officer, at our principal executive offices, at 35 Wilbur Street, Lynbrook, New York 11563.

Other Matters

At the date of the Proxy Statement, management is not aware of any matters to be presented for action at the 20162019 Annual Meeting other than those described above. However, if any other matters should properly come before the 20162019 Annual Meeting, it is the intention of the persons named in the accompanying Proxy Card to vote such Proxy Card in accordance with their judgment on such matters.

BIOSPECIFICS TECHNOLOGIES CORP.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 2, 201613, 2019

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

It is important that your shares be represented at the meeting. Whether or not you plan to attend the meeting in person, please vote your shares promptly by completing, signing and returning this Proxy Card. You do not need to affix postage to the enclosed reply envelope if you mail it within the United States. If you attend the meeting, you may withdraw your proxy and vote your shares personally.

The undersigned Stockholderstockholder of BioSpecifics Technologies Corp., a Delaware corporation (the “Company”"Company"), acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, dated April 29, 2016,30, 2019, and hereby constitutes and appoints Thomas WegmanRonald Law and Carl A. Valenstein, or either of them acting singly in the absence of the other, with full power of substitution in either of them, the proxies of the undersigned to vote with the same force and effect as the undersigned all shares of the Company’sCompany's Common Stock which the undersigned is entitled to vote at the 20162019 Annual Meeting of Stockholders to be held on June 2, 2016,13, 2019, and at any adjournment thereof, hereby revoking any proxy or proxies heretofore given and ratifying and confirming all that said proxies may do or cause to be done by virtue thereof with respect to the following matters:

The undersigned hereby instructs said proxies or their substitutes:

Withhold authority for the following:

In their discretion, the proxies are authorized to vote upon such other business as may properly come before the 20162019 Annual Meeting, and any adjournment thereof.

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