SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
November 21, 2019
(Exact name of registrant as specified in
(State or other jurisdiction
(Commission File Number)
(IRS Employer Identification No.)
4710 Bellaire Boulevard, Suite 210, Bellaire, Texas
(Address of principal executive offices)
(Registrant’s Telephone Number, Including
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, par value $0.001 per share
The Nasdaq Capital Market
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry Into a Material Definitive
On November 21, 2019, Bio-Path Holdings,
Inc. (the “Company”) and several institutional investors entered into securities purchase agreements (the “Purchase
Agreements”), pursuant to which the Company agreed to sell, in a registered direct offering (the “Registered Direct
Offering”), an aggregate of 808,080 shares (the “Shares”) of its common stock, par value $0.001 per share (“Common
Stock”), and warrants to purchase up to 606,060 shares of Common Stock (the “Investor Warrants”) for a purchase
price of $9.90 per Share and accompanying Investor Warrant and gross proceeds of approximately $8.0 million. Subject to certain
ownership limitations, the Investor Warrants will be exercisable immediately upon issuance, have a term of five years from issuance
and have an exercise price of $9.90 per share. The number of shares issuable upon exercise of the Investor Warrants and the exercise
price of the Investor Warrants are adjustable in the event of stock splits, stock dividends, combinations of shares and similar
On November 20, 2019, the Company entered
into an engagement letter (the “Engagement Letter”) with H.C. Wainwright & Co., LLC (the “Placement Agent”),
pursuant to which the Placement Agent agreed to serve as the exclusive placement agent for the Company, on a reasonable best efforts
basis, in connection with the Registered Direct Offering. The Company has agreed to pay the Placement Agent an aggregate cash fee
equal to 7.0% of the gross proceeds received in the Registered Direct Offering. In addition, the Company has agreed to grant to
the Placement Agent warrants to purchase up to 48,485 shares of Common Stock (the “Placement Agent Warrants”). The
Placement Agent Warrants will be substantially on the same terms as the Investor Warrants, except that the Placement Agent Warrants
will have an exercise price of $12.375 per share and will have a term of five years from the effective date of the Registered Direct
Offering. The Company will also reimburse the Placement Agent $85,000 for non-accountable expenses and $10,000 for clearing expenses.
The Shares, Investor
Warrants, Placement Agent Warrants and the shares issuable upon exercise of the Investor Warrants and Placement Agent Warrants
will be issued pursuant to a prospectus supplement dated as of November 21, 2019, which was filed with the Securities and Exchange
Commission in connection with a takedown from the Company’s shelf registration statement on Form S-3 (File No. 333-231537),
which became effective on June 5, 2019, and the base prospectus dated as of June 5, 2019 contained in such registration statement.
The net proceeds to the Company from the
Registered Direct Offering, after deducting the Placement Agent’s fees and expenses and the Company’s estimated offering
expenses, and excluding the proceeds, if any, from the exercise of the Investor Warrants and the Placement Agent Warrants, are
expected to be approximately $7.3 million. The Registered Direct Offering is expected to close on or about November 25, 2019, subject
to the satisfaction of customary closing conditions. The Company currently intends to use these net proceeds for working capital
and general corporate purposes.
The legal opinion of Winstead PC relating
to the legality of the issuance and sale of the Shares, Investor Warrants, Placement Agent Warrants and the shares issuable upon
exercise of the Investor Warrants and Placement Agent Warrants in the Registered Direct Offering is attached as Exhibit 5.1 to
this Current Report on Form 8-K.
The description of terms and conditions
of the Engagement Letter, the form of Purchase Agreement, the form of Investor Warrant and the form of Placement Agent Warrant
set forth herein do not purport to be complete and are qualified in their entirety by the full text of the Engagement Letter,
the form of Purchase Agreement and the form of Placement Agent Warrant, which are attached hereto as Exhibits 99.1, 10.1, 4.1
and 4.2, respectively.
Item 7.01 Regulation FD Disclosure.
On November 21, 2019,
the Company issued a press release regarding the transactions described above under Item 1.01 of this Current Report on Form 8-K.
A copy of the press release is attached hereto as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
* Filed herewith.
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BIO-PATH HOLDINGS, Inc.
Dated: November 22, 2019
/s/ Peter H. Nielsen
Peter H. Nielsen
President and Chief Executive Officer
* Filed herewith.