BIO-PATH HOLDINGS INC Files Amendment to S-1 Registration Statement

TL;DR

<b>BIO-PATH HOLDINGS INC has filed an S-1/A amendment for its registration statement.</b>

AI Summary

BIO-PATH HOLDINGS INC (BPTH) filed a Amended IPO Registration (S-1/A) with the SEC on March 13, 2024. BIO-PATH HOLDINGS INC filed an S-1/A amendment on March 13, 2024. The company is incorporated in Delaware and its fiscal year ends on December 31. The principal executive offices are located at 4710 Bellaire Boulevard, Suite 210, Bellaire, Texas 77401. The filing is related to Registration No. 333-277802 under the Securities Act of 1933. The company was formerly known as OGDEN GOLF CO CORP, with a name change date of February 5, 2001.

Why It Matters

For investors and stakeholders tracking BIO-PATH HOLDINGS INC, this filing contains several important signals. This S-1/A filing indicates an update or amendment to a previous registration statement, suggesting ongoing efforts to offer securities to the public. The detailed address and contact information provided are crucial for investors and regulators to understand the company's operational base and communication channels.

Risk Assessment

Risk Level: low — BIO-PATH HOLDINGS INC shows low risk based on this filing. The filing is an S-1/A amendment, which is a routine procedural step in the registration process and does not inherently indicate significant positive or negative developments.

Analyst Insight

Monitor for further amendments or effectiveness of the registration statement to understand the company's capital-raising activities.

Key Numbers

• 333-277802 — Registration Number (Securities Act of 1933)
• 20240313 — Filing Date (S-1/A Amendment)
• 20010205 — Date of Name Change (From OGDEN GOLF CO CORP)

Key Players & Entities

• BIO-PATH HOLDINGS INC (company) — Registrant
• Peter H. Nielsen (person) — President and Chief Executive Officer
• William R. Rohrlich, II (person) — Copies To
• Winstead PC (company) — Legal Counsel
• M. Ali Panjwani (person) — Copies To
• Pryor Cashman LLP (company) — Legal Counsel
• OGDEN GOLF CO CORP (company) — Former Company Name

FAQ

Industry Context

The company operates in the Pharmaceutical Preparations industry (SIC code 2834).

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration and disclosure requirements for public offerings of securities in the United States.

What Investors Should Do

1. Review the full S-1/A filing for details on the proposed securities offering.
2. Track the SEC's review process and any subsequent amendments.
3. Analyze the company's business strategy and financial projections once disclosed.

Key Dates

• 2024-03-13: Filing of S-1/A Amendment — Update to registration statement
• 2001-02-05: Name Change — Formerly OGDEN GOLF CO CORP

Glossary

S-1/A

An amendment to a registration statement on Form S-1, used for the initial public offering of securities. (Indicates the company is updating its public offering registration details.)

Securities Act of 1933

A federal statute that regulates the offer and sale of securities. (Governs the registration process for public offerings.)

Year-Over-Year Comparison

This is an amendment (S-1/A) to a previously filed registration statement.

Key Financial Figures

• $2.0 million — ock for gross proceeds of approximately $2.0 million. On November, 9, 2022, we also complete
• $57.00 — common stock, with an exercise price of $57.00 per share, which was subsequently amend
• $15.19 — hare, which was subsequently amended to $15.19 per share, exercisable from May 9, 2023

Filing Documents

• tm248277d4_s1a.htm (S-1/A) — 111KB
• tm248277d4_ex5-1.htm (EX-5.1) — 15KB
• tm248277d4_ex5-1img003.jpg (GRAPHIC) — 25KB
• tm248277d4_ex5-1img004.jpg (GRAPHIC) — 3KB
• 0001104659-24-033757.txt (&nbsp;) — 166KB

&emsp;Other Expenses of Issuance and Distribution

Item 13.&emsp;Other Expenses of Issuance and Distribution. The following table sets forth an estimate of the fees and expenses payable by the registrant in connection with the issuance and distribution of the securities being registered, other than Placement Agent fees. All amounts are estimated, except the Securities and Exchange Commission (&ldquo;SEC&rdquo;) registration fee and the FINRA filing fee. All of the expenses below will be paid by us. AMOUNT SEC registration fee $ 3,321 (1) FINRA Filing Fee $ 5,000 Printing and related expenses $ 2,500 Legal fees and expenses $ 80,000 Transfer agent and registrar fees and expenses $ 10,000 Accounting fees and expenses $ 10,000 Miscellaneous expenses $ 1,000 Total $ 111,821 (1) Previously paid.

&emsp;Indemnification of Directors and Officers

Item 14.&emsp;Indemnification of Directors and Officers. Section 102(b)(7) of the Delaware General Corporation Law (the &ldquo;DGCL&rdquo;) permits a corporation to eliminate or limit the personal liability of its directors to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our certificate of incorporation provides that to the fullest extent elimination or limitation of personal liability of directors is permitted by the DGCL, no director of the Company shall be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. Section 145 of the DGCL permits a corporation to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against expenses (including attorneys&rsquo; fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he or she is party or is threatened to be made a party by reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adju

&emsp;Recent Sales of Unregistered Securities

Item 15.&emsp;Recent Sales of Unregistered Securities. Set forth below is information regarding securities issued by the Company since January 1, 2021 that were not registered under the Securities Act. Also included is the consideration received by the Company for such securities and information relating to the section of the Securities Act or rule of the SEC under which exemption from registration was claimed. On November 9, 2022, we completed the closing of the a registered direct offering (the &ldquo;2022 Registered Direct Offering&rdquo;) with certain institutional and accredited investors for the sale of an aggregate of 40,000 shares of our common stock for gross proceeds of approximately $2.0 million. On November, 9, 2022, we also completed a concurrent (the &ldquo;2022 Private Placement&rdquo;), in which we issued to the investors in the 2022 Registered Direct Offering warrants to purchase up to 40,000 shares of our common stock, with an exercise price of $57.00 per share, which was subsequently amended to $15.19 per share, exercisable from May 9, 2023 until May 9, 2028. The Warrants were issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder. Each investor represented that it was an accredited investor, as defined in Rule 501 of Regulation D promulgated under the Securities Act.

&emsp;Exhibits and Financial Statement Schedules

Item 16.&emsp;Exhibits and Financial Statement Schedules. (a)&emsp;Exhibits Exhibit Number Exhibit 2.1 Agreement and Plan of Merger and Reorganization dated September 27, 2007, by and among the Company, Biopath Acquisition Corp., a Utah corporation and wholly owned subsidiary of the registrant, and Bio-Path, Inc., a Utah corporation (incorporated by reference to Exhibit 2.1 to the Company&rsquo;s Current Report on Form 8-K filed on September 27, 2007). 3.1 Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to the Company&rsquo;s Current Report on Form 8-K filed on January 6, 2015). 3.2 Certificate of Amendment to the Certificate of Incorporation of Bio-Path Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company&rsquo;s Current Report on Form 8-K filed on February 9, 2018). 3.3 Certificate of Amendment to the Certificate of Incorporation of Bio-Path Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company&rsquo;s Current Report on Form 8-K filed on January 16, 2019). 3.4 First Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company&rsquo;s Current Report on Form 8-K filed on June 7, 2017). 3.5 Amendment No. 1 to First Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company&rsquo;s Current Report on Form 8-K filed on December 8, 2023). 4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company&rsquo;s Annual Report on Form 10-K filed on March 16, 2015). 4.2 Form of Warrant issued to Maxim Group LLC, Sabby Healthcare Volatility Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd. (incorporated by reference to Exhibit 4.1 to the Company&rsquo;s Current Report on Form 8-K on January 21, 2014). 4.3 Form of Warrant issued to certain investors (incorporated by reference to Exhibit 4.1 to the Company&rsquo;s Current Report on Form 8-K filed on June 29, 2016). 4.4 Form of War

&emsp;Undertakings

Item 17.&emsp;Undertakings. The undersigned registrant hereby undertakes: (1)&emsp;to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i)&emsp;to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii)&emsp;to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the &ldquo;Calculation of Registration Fee&rdquo; table in the effective registration statement and (iii)&emsp;to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided , however , that paragraphs (1)(i), (ii), and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; (2)&emsp;that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registratio

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View this S-1/A filing on SEC EDGAR