Bio-Path Holdings Enters Material Definitive Agreement

TL;DR

BPTH filed an 8-K for a material definitive agreement, likely an equity sale.

AI Summary

On October 8, 2024, BIO-PATH HOLDINGS, INC. entered into a material definitive agreement, likely related to the unregistered sale of equity securities. The company, incorporated in Delaware, filed this 8-K report on October 11, 2024, detailing these events.

Why It Matters

This filing indicates a significant transaction involving the company's equity, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can introduce financial and regulatory risks.

Key Numbers

• 001-36333 — SEC File Number (Identifier for the company's filings)
• 87-0652870 — IRS Employer Identification No. (Company's tax identification number)

Key Players & Entities

• BIO-PATH HOLDINGS, INC. (company) — Registrant
• October 8, 2024 (date) — Date of earliest event reported
• October 11, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share BPTH The Nasdaq Capital M
• $0.869 — nt and accompanying Common Warrants was $0.869. The Company must seek approval from it
• $1.00 — holder Approval at an exercise price of $1.00 per share. The Series A Warrants will e
• $4.0 m — he Private Placement were approximately $4.0 million, before deducting placement agent
• $1.0875 — mon Stock at an exercise price equal to $1.0875 per share. Upon any exercise for cash o

Filing Documents

• bpth-20241008x8k.htm (8-K) — 56KB
• bpth-20241008xex4d1.htm (EX-4.1) — 118KB
• bpth-20241008xex4d2.htm (EX-4.2) — 127KB
• bpth-20241008xex4d3.htm (EX-4.3) — 129KB
• bpth-20241008xex4d4.htm (EX-4.4) — 141KB
• bpth-20241008xex10d1.htm (EX-10.1) — 269KB
• bpth-20241008xex10d2.htm (EX-10.2) — 173KB
• bpth-20241008xex99d1.htm (EX-99.1) — 14KB
• bpth-20241008xex99d2.htm (EX-99.2) — 12KB
• bpth-20241008xex99d3.htm (EX-99.3) — 13KB
• bpth-20241008xex99d1001.jpg (GRAPHIC) — 11KB
• bpth-20241008xex99d2001.jpg (GRAPHIC) — 13KB
• bpth-20241008xex99d3001.jpg (GRAPHIC) — 13KB
• 0001558370-24-013246.txt ( ) — 1427KB
• bpth-20241008.xsd (EX-101.SCH) — 3KB
• bpth-20241008_lab.xml (EX-101.LAB) — 16KB
• bpth-20241008_pre.xml (EX-101.PRE) — 10KB
• bpth-20241008x8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 8, 2024, Bio - Path Holdings, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with an institutional investor (the "Purchaser") for the issuance and sale in a private placement (the "Private Placement") of (i) pre-funded warrants to purchase up to 4,597,702 shares of Common Stock (the "Pre-Funded Warrants"), (ii) series A warrants to purchase up to 6,407,657 shares of Common Stock (the "Series A Warrants"), and (iii) series B warrants to purchase up to 6,407,657 shares of Common Stock (the "Series B Warrants" and together with the Series A Warrants, the "Common Warrants"). The purchase price of each Pre-Funded Warrant and accompanying Common Warrants was $0.869. The Company must seek approval from its stockholders (the "Stockholder Approval") for the the issuance of the shares issuable upon exercise of the Common Warrants by January 8, 2025. In the event the stockholders of the Company do not approve the issuance, the Company is required to seek Stockholder Approval every 90 days thereafter until Stockholder Approval is obtained or until the Common Warrants are no longer outstanding. The Common Warrants are exercisable commencing on the date of Stockholder Approval at an exercise price of $1.00 per share. The Series A Warrants will expire five years from the date of Stockholder Approval and the Series B Warrants will expire twenty - four months from the date of Stockholder Approval. The Pre-Funded Warrants are exercisable immediately upon issuance at an exercise price of $0.001 per share and may be exercised at any time until the Pre-Funded Warrants are exercised in full. A holder of Pre-Funded Warrants or Common Warrants (together with its affiliates) may not exercise any portion of such warrants to the extent that the holder would own more than 4.99% (or, at the election of the holder 9.99%) of the Company's outstanding Common Stock immediately after exe

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 regarding the Pre–Funded Warrants, Common Warrants, Placement Agent Warrants and Warrant Shares is hereby incorporated by reference into this Item 3.02.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 8, 2024, the Company issued a press release titled, "Bio-Path Holdings Initiates Development of Therapeutic Program for Treatment of Obesity." A copy of such press release is attached hereto as Exhibit 99.1. On October 8, 2024, the Company issued a press release regarding the pricing of the Private Placement. A copy of such press release is attached hereto as Exhibit 99.2. On October 10, 2024, the Company issued a press release regarding the closing of the Private Placement. A copy of such press release is attached hereto as Exhibit 99.3.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Series A Warrant 4.3 Form of Series B Warrant 4.4 Form of Placement Agent Warrant 10.1 Securities Purchase Agreement, dated as of October 8, 2024, between the Company and the purchaser named therein 10.2 Registration Rights Agreement, dated as of October 8, 2024, between the Company and the purchaser named therein 99.1 Press Release, dated October 8, 2024 99.2 Press Release, dated October 8, 2024 99.3 Press Release, dated October 10, 2024 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized. BIO-PATH HOLDINGS, INC. Dated: October 10, 2024 By: /s/ Peter H. Nielsen Peter H. Nielsen President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR