Filed Pursuant to Rule 424(b)(5)
Registration No. 333-231537
PROSPECTUS
5,149 Shares of Common Stock
This prospectus relates to the issuance
by us of up to 5,149 shares of our common stock, par value $0.001 per share, issuable upon the exercise of outstanding warrants
(including shares that may be issued to the holder in lieu of fractional shares) with an exercise price of $460.00 per share (the
“Warrants”) that were originally issued by us on July 5, 2016, pursuant to a prospectus dated January 13, 2014, and
a related prospectus supplement dated June 29, 2016. Each Warrant is exercisable at any time after January 5, 2017 until its expiration
date, which date is five years from January 5, 2017.
We will receive the proceeds from the exercise
of the Warrants, but not from the sale of the underlying shares of common stock.
Our common stock is traded on the Nasdaq
Capital Market under the symbol “BPTH.” The last reported sale price of our common stock on the Nasdaq Capital Market
on June 4, 2019 was $13.15 per share. The Warrants are not listed, and we do not intend to apply to list them, on the Nasdaq
Capital Market or any other national securities exchange.
Investing in our securities involves
a high degree of risk. Before making an investment decision, you should review carefully and consider all of the information set
forth in this prospectus and the documents incorporated by reference in this prospectus. See “Risk Factors” on page
4 of this prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus.
Neither the Securities and Exchange Commission
(the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is June 5,
2019.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus relates to the offering
of our common stock issuable upon the exercise of the outstanding Warrants. Before buying any of the common stock that we are offering,
we urge you to carefully read this prospectus, together with the information incorporated by reference as described under the headings
“Where You Can Find More Information” and “Information Incorporated By Reference” in this prospectus. These
documents contain important information that you should consider when making your investment decision.
You should rely only on the information
we have provided or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information.
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus.
You must not rely on any unauthorized information or representation. You should assume that the information in this prospectus
is accurate only as of the dates on the front of this document and that any information we have incorporated by reference is accurate
only as of the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects
may have changed since those dates.
You should read this prospectus and the
documents incorporated by reference in this prospectus when making your investment decision.
Unless the context requires otherwise, references
in this prospectus to “we,” “our,” “us,” “the Company” and “Bio-Path”
refer to Bio-Path Holdings, Inc. and its wholly-owned subsidiary. Bio-Path Holdings, Inc.’s wholly-owned subsidiary, Bio-Path,
Inc., is sometimes referred to herein as “Bio-Path Subsidiary.”
PROSPECTUS
SUMMARY
This prospectus summary highlights
selected information contained elsewhere in this prospectus or in documents incorporated by reference. This summary does not contain
all of the information that you should consider before making an investment decision. You should carefully read the entire prospectus,
the applicable prospectus supplement, including under the section titled “Risk Factors” and the documents incorporated
by reference into this prospectus, before making an investment decision.
Our Company
We are a clinical and preclinical stage
oncology focused RNAi nanoparticle drug development company utilizing a novel technology that achieves systemic delivery for target
specific protein inhibition for any gene product that is over-expressed in disease. Our drug delivery and antisense technology,
called DNAbilize®, is a platform that uses P-ethoxy, which is a deoxyribonucleic acid (DNA) backbone modification that is intended
to protect the DNA from destruction by the body’s enzymes when circulating
in vivo,
incorporated inside of a neutral
charged lipid bilayer. We believe this combination allows for high efficiency loading of antisense DNA into non-toxic, cell-membrane-like
structures for delivery of the antisense drug substance into cells.
In vivo,
the DNAbilize® delivered antisense drug
substances are systemically distributed throughout the body to allow for reduction or elimination of target proteins in blood diseases
and solid tumors. Through testing in numerous animal studies and treatment in over 70 patients, the Company’s DNAbilize®
drug candidates have demonstrated an excellent safety profile. DNAbilize® is a registered trademark of the Company.
Using DNAbilize® as a platform for drug
development and manufacturing, we currently have three antisense drug candidates in development to treat at least five different
cancer disease indications. Our lead drug candidate, prexigebersen (pronounced prex” i je ber’ sen), is in the efficacy
portion of a Phase 2 clinical trial for acute myeloid leukemia (AML) in combination with low-dose cytarabine (LDAC) and in combination
with decitabine. On March 6, 2019, we announced intended amendments to this Phase 2 clinical trial to, among other things, add
prexigebersen in combination with decitabine for myelodysplastic syndrome and close prexigebersen in combination with LDAC. In
addition, preclinical efficacy studies are underway for triple combination prexigebersen, decitabine and Venclexta in AML. Prexigebersen
is also being studied in the safety portion of a Phase 2a clinical trial for chronic myeloid leukemia in combination with dasatinib.
Prexigebersen was shown to enhance chemotherapy efficacy in preclinical solid tumor models, such as ovarian cancer, and we intend
to file an Investigational New Drug (IND) application for prexigebersen in solid tumors in 2019.
Our second drug candidate, Liposomal Bcl-2
(“BP1002”), targets the protein Bcl-2, which is responsible for driving cell survival in up to 60% of all cancers.
We are currently preparing an IND application for BP1002 after completing additional IND enabling studies. We intend to initiate
a Phase 1 clinical trial of BP1002 in refractory/relapsed lymphoma and chronic lymphocytic leukemia patients once we receive approval
from the U.S. Food and Drug Administration (FDA).
Our third drug candidate, Liposomal Stat3
(“BP1003”), targets the Stat3 protein and is currently in preclinical development as a potential treatment of pancreatic
cancer, non-small cell lung cancer (NSCLC) and AML. Preclinical models have shown BP1003 to inhibit cell viability and STAT3 protein
expression in NSCLC and AML cell lines. Further, BP1003 successfully penetrated pancreatic tumors and significantly enhanced the
efficacy of gemcitabine, a treatment for patients with advanced pancreatic cancer, in a pancreatic patient derived tumor model.
Our lead indication for BP1003 is pancreatic cancer due to the severity of this disease and the lack of effective, life-extending
treatments. We intend to complete IND enabling studies of BP1003 in 2019 and to file an IND application for a Phase 1 clinical
trial of BP1003 for the treatment of solid tumors, including pancreatic cancer in 2020.
Our DNAbilize® technology-based products
are available for out-licensing or partnering. We intend to apply our drug delivery technology template to new disease-causing
protein targets as a means to develop new nanoparticle antisense RNAi drug candidates. We have a new product identification template
in place to define a process of scientific, preclinical, commercial and intellectual property evaluation of potential new drug
candidates for inclusion into our drug product development pipeline. As we expand, we will look at indications where a systemic
delivery is needed and antisense RNAi nanoparticles can be used to slow, reverse or cure a disease, either alone or in combination
with another drug. On July 19, 2017, we announced that the United States Patent and Trademark Office issued a notice of allowance
for claims related to DNAbilize®, including its use in the treatment of cancers, autoimmune diseases and infectious diseases.
We have certain intellectual property as
the basis for our current drug products in clinical development, specifically prexigebersen, BP1002 and BP1003. We are developing
RNAi antisense nanoparticle drug candidates based on our own patented technology to treat cancer and autoimmune disorders where
targeting a single protein may be advantageous and result in reduced patient adverse effects as compared to small molecule inhibitors
with off-target and non-specific effects. We have composition of matter and method of use intellectual property for the design
and manufacture of antisense RNAi nanoparticle drug products.
Corporate Information
The Company was incorporated in May 2000
as a Utah corporation. In February 2008, Bio-Path Subsidiary completed a reverse merger with the Company, which at the time was
traded over the counter and had no current operations. The prior name of the Company was changed to Bio-Path Holdings, Inc. and
the directors and officers of Bio-Path Subsidiary became the directors and officers of Bio-Path Holdings, Inc. On March 10, 2014,
our common stock ceased trading on the OTCQX and commenced trading on the Nasdaq Capital Market under the ticker symbol “BPTH.”
Effective December 31, 2014, we changed our state of incorporation from Utah to Delaware through a statutory conversion pursuant
to the Utah Revised Business Corporation Act and the Delaware General Corporation Law. Our principal executive offices are located
at 4710 Bellaire Boulevard, Suite 210, Bellaire, Texas 77401, and our telephone number is (832) 742-1357.
On February 8, 2018, we effected a reverse
stock split of our outstanding shares of common stock at a ratio of 1-for-10, and our common stock began trading on the split-adjusted
basis on the Nasdaq Capital Market at the commencement of trading on February 9, 2018. In addition, on January 17, 2019, we effected
a reverse stock split of our outstanding shares of common stock at a ratio of 1-for-20, and our common stock began trading on the
split-adjusted basis on the Nasdaq Capital Market at the commencement of trading on January 18, 2019. All common stock share and
per share amounts in this prospectus have been adjusted to give effect to both the 1-for-10 reverse stock split and the 1-for-20
reverse stock split, retrospectively.
THE OFFERING
Common stock offered by us
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5,149 shares of our common stock, par value $0.001
per share, issuable at an exercise price of $460.00 per share upon the exercise of the Warrants (including shares that may
be issued to the holder in lieu of fractional shares).
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Common stock to be outstanding immediately after this offering (1)
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2,819,205 shares (assuming the exercise of all Warrants).
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Use of proceeds
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We currently expect to use the net proceeds from this offering,
if any, for working capital and general corporate purposes. See “Use of Proceeds” on page 7.
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NASDAQ Capital Market symbol
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“BPTH”
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Risk factors
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An investment in our company involves a high degree of risk.
Please refer to the sections titled “Risk Factors,” “Special Note Regarding Forward-Looking Statements”
and other information included or incorporated by reference in this prospectus for a discussion of factors you should carefully
consider before investing in our securities.
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(1) The number of shares of common stock to be outstanding after
this offering is based on 2,814,056 shares of common stock outstanding as of March 31, 2019, which excludes as of such date:
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71,169 shares of common stock reserved for issuance upon the exercise of outstanding options granted under our equity incentive plans with a weighted average exercise price of $67.26 per share;
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5,474 additional shares of common stock reserved for future issuance under the Bio-Path Holdings, Inc. 2017 Stock Incentive Plan (the “2017 Stock Incentive Plan”); and
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273,864 shares of common stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $35.23 per share.
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RISK FACTORS
An investment in our company involves
a high degree of risk. Before you make a decision to invest in our securities, you should consider carefully the risks described
below, as well as the risks described in or incorporated by reference in this prospectus, including the risks and uncertainties
discussed under the section titled “Risk Factors” in our most recent Annual Report on Form 10-K and any subsequent
Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and all other documents incorporated by reference into this prospectus,
as updated by our subsequent filings under the Exchange Act.
Any of these risks could have a material
adverse effect on our business, prospects, financial condition and results of operations. In any such case, the trading price of
our securities could decline and you could lose all or part of your investment. Additional risks not presently known to us or that
we currently deem immaterial may also adversely affect our business operations.
You will experience immediate and
substantial dilution in the net tangible book value per share of the common stock you purchase pursuant to the exercise of the
Warrants.
Since the price per share of our common
stock being offered is substantially higher than the net tangible book value per share of our common stock, you will suffer substantial
dilution in the net tangible book value of the common stock you purchase in this offering pursuant to the exercise of the Warrants.
Assuming that all 5,149 shares of our common stock are sold in this offering upon the exercise of the Warrants (including shares
that may be issued to the holder in lieu of fractional shares), you will suffer immediate and substantial dilution of approximately
$452.01 per share in the net tangible book value of the common stock. See the section titled “Dilution” in this prospectus
for a more detailed discussion of the dilution you will incur if you purchase common stock in this offering pursuant to the exercise
of the Warrants.
There may be future sales of our securities
or other dilution of our equity, which may adversely affect the market price of our common stock.
With limited exceptions, we are generally
not restricted from issuing additional common stock, including any securities that are convertible into or exchangeable for, or
that represent the right to receive, common stock. The market price of our common stock could decline as a result of sales of common
stock or securities that are convertible into or exchangeable for, or that represent the right to receive, common stock after this
offering or the perception that such sales could occur.
Our management has significant flexibility
in using the net proceeds of this offering.
We currently intend generally to use the
net proceeds from this offering, if any, for working capital and general corporate purposes. Our management will have significant
flexibility in applying the net proceeds of this offering. Management’s failure to use these funds effectively would have
an adverse effect on the value of our common stock and could make it more difficult and costly to raise funds in the future.
Special
Note Regarding Forward-Looking Statements
This prospectus and the documents incorporated
by reference into this prospectus contain “forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). Forward-looking statements can be identified by words such as “anticipate,” “expect,”
“intend,” “plan,” “believe,” “seek,” “estimate,” “project,”
“goal,” “strategy,” “future,” “likely,” “may,” “should,”
“will” and variations of these words and similar references to future periods, although not all forward-looking statements
contain these identifying words. Forward-looking statements are neither historical facts nor assurances of future performance.
Instead, they are based on our current beliefs, expectations and assumptions regarding the future of our business, future plans
and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements
relate to the future, they are subject to inherent risks, uncertainties, and changes in circumstances, including but not limited
to risk factors contained in or incorporated by reference under the section titled, “Risk Factors.” As a result, our
actual results may differ materially from those expressed or forecasted in the forward-looking statements, and you should not rely
on such forward-looking statements. You should carefully read this prospectus, together with the information incorporated herein
by reference as described under the section titled “Where You Can Find More Information,” completely and with the understanding
that our actual future results may be materially different from what we expect. We can give no assurances that any of the events
anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations
and financial condition. Forward-looking statements include, but are not limited to, statements about:
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our lack of significant revenue to date, our history of recurring operating losses and our expectation of future operating losses;
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our need for substantial additional capital and our need to delay, reduce or eliminate our drug development and commercialization efforts if we are unable to raise additional capital;
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the highly-competitive nature of the pharmaceutical and biotechnology industry and our ability to compete effectively;
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the success of our plans to use collaboration arrangements to leverage our capabilities;
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our ability to retain and attract key personnel;
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the risk of misconduct of our employees, agents, consultants and commercial partners;
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disruptions to our operations due to expansions of our operations;
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the costs we would incur if we acquire or license technologies, resources or drug candidates;
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risks associated with product liability claims;
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our reliance on information technology systems and the liability or interruption associated with cyber-attacks or other breaches of our systems;
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our ability to use net operating loss carryforwards;
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provisions in our charter documents and state law that may prevent a change in control;
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work slowdown or stoppage at government agencies could negatively impact our business
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our need to complete extensive clinical trials and the risk that we may not be able to demonstrate the safety and efficacy of our drug candidates;
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risks that that our clinical trials may be delayed or terminated;
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our ability to obtain domestic and foreign regulatory approval for our drug candidates;
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changes in existing laws and regulations affecting the healthcare industry;
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our reliance on third parties to conduct clinical trials for our drug candidates;
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our ability to maintain orphan drug exclusivity for our drug candidates;
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our reliance on third parties for manufacturing our clinical drug supplies;
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risks associated with the manufacture of our drug candidates;
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our ability to establish sales and marketing capabilities relating to our drug candidates;
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market acceptance of our drug candidates;
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third-party payor reimbursement practices;
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our ability to adequately protect the intellectual property of our drug candidates;
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infringement on the intellectual property rights of third parties;
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costs and time relating to litigation regarding intellectual property rights;
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our ability to adequately prevent disclosure by our employees or others of trade secrets and other proprietary information;
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the volatility of the trading price of our common stock;
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our common stock being thinly traded;
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our ability to issue shares of common or preferred stock without approval from our stockholders;
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our ability to pay cash dividends;
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costs and expenses associated with being a public company;
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a material weakness identified in our internal controls over financial reporting; and
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our ability to maintain compliance with the listing standards of the Nasdaq Capital Market.
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Any forward-looking statement made by us
in this prospectus and the documents incorporated by reference into this prospectus is based only on information currently available
to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement,
whether as a result of new information, future developments or otherwise. However, you should carefully review the risk factors
set forth in other reports or documents we file from time to time with the SEC.
Use
of Proceeds
We will retain broad discretion over the
use of the net proceeds from the sale of the securities offered hereby. We currently intend to use the net proceeds from this offering,
if any, for working capital and general corporate purposes. The amount and timing of these expenditures will depend on a number
of factors, such as the timing, scope, progress and results of our research and development efforts, the timing and progress of
any partnership efforts and the competitive environment for our drug candidates.
Dilution
If you purchase shares of our common stock
upon the exercise of your Warrant, you will experience immediate and substantial dilution to the extent of the difference between
the exercise price per share and the adjusted net tangible book value per share of our common stock immediately after the offering.
Our net tangible book value per share is
determined by subtracting our total liabilities from our total tangible assets, which is total assets less intangible assets, and
dividing this amount by the number of shares of common stock outstanding. The historical net tangible book value of our common
stock as of March 31, 2019 was approximately $20.1 million or $7.16 per share, based on 2,814,056 shares of our common stock outstanding
at March 31, 2019.
After giving effect to our sale of 5,149
shares of common stock issuable upon the exercise of the Warrants at an exercise price of $460.00 per share, our net tangible book
value as of March 31, 2019 would have been approximately $22.5 million, or $7.99 per share of common stock. This represents an
immediate increase in net tangible book value of $0.83 per share to existing stockholders and an immediate dilution of $452.01
per share to new investors in this offering. The following table illustrates this dilution on a per share basis:
Exercise
price per share
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$
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460.00
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Historical
net tangible book value per share as of March 31, 2019
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$
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7.16
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Increase
in net tangible book value per share attributable to this offering
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$
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0.83
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As
adjusted net tangible book value per share after this offering
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$
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7.99
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Dilution
per share to investors in this offering upon exercise of the Warrants
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$
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452.01
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The above discussion and table are based on the exercise price
of the Warrants and on 2,814,056 shares of common stock outstanding as of March 31, 2019, which excludes as of such date:
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71,169 shares of common stock reserved for issuance upon the exercise of outstanding options granted under our equity incentive plans with a weighted average exercise price of $67.26 per share;
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5,474 additional shares of common stock reserved for future issuance under the 2017 Stock Incentive Plan; and
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273,864 shares of common stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $35.23 per share.
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The above illustration of dilution per share
to investors participating in this offering assumes no exercise of outstanding options to purchase our common stock or outstanding
warrants to purchase shares of our common stock, other than the Warrants. To the extent that any of these outstanding warrants
or options are exercised or we issue additional shares under our equity incentive plans, there will be further dilution to new
investors. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if
we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised
through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to
our stockholders.
Plan
of Distribution
The common stock referenced
on the cover page of this prospectus will be offered solely by us and will be issued and sold upon the exercise of the Warrants
described herein (including shares that may be issued to the holder in lieu of fractional shares). For the holders of Warrants
to exercise the Warrants, the shares issuable upon exercise must either be registered under the Securities Act or exempt from registration.
If a registration statement registering the issuance of the shares of common stock underlying the Warrants under the Securities
Act is not effective or available for the issuance of such shares, the holder may, in its sole discretion, elect to exercise the
Warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of common
stock determined according to the formula set forth in the Warrant. No fractional shares of common stock will be issued in connection
with the exercise of a Warrant. In lieu of fractional shares, we will, at our discretion, either pay a cash adjustment in respect
of such final fraction in an amount equal to such fraction multiplied by the exercise price or round up to the next whole share.
DESCRIPTION
OF CAPITAL STOCK
The following description of our
common stock and preferred stock is a summary. It is not complete and is subject to and qualified in its entirety by our
certificate of incorporation and first amended and restated bylaws, each of which is incorporated by reference into this
prospectus.
See the sections titled “Where You Can Find More Information” and “Information
Incorporated by Reference.” As of the date of this prospectus, our certificate of incorporation authorizes us to issue
200,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001
per share. As of June 4, 2019, there were 2,831,356 shares of common stock issued and outstanding and no shares of preferred
stock issued and outstanding.
Common Stock
Holders of common stock
are entitled to one vote for each share held in the election of directors and on all other matters submitted to a vote of stockholders.
Cumulative voting of shares of common stock is prohibited. Accordingly, holders of a majority of the shares of common stock entitled
to vote in any election of directors may elect all of the directors standing for election.
Subject to the prior
rights of the holders of any outstanding preferred stock, holders of common stock are entitled to receive dividends when, as and
if declared by our board of directors out of funds legally available therefor. Upon the liquidation, dissolution or winding up
of our company, the holders of common stock are entitled to receive ratably the assets of our company remaining after payment of
all liabilities and payment to holders of preferred stock if such preferred stock has an involuntary liquidation preference over
the common stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. The outstanding shares
of common stock are, and the shares offered by us in this offering will be, when issued and paid for, validly issued, fully paid
and nonassessable.
As of March 31, 2019,
there were approximately 227 holders of record of our common stock.
Preferred Stock
The board of directors is authorized, without
any further notice to or action of the stockholders, to issue 10,000,000 shares of preferred stock in one or more series and to
determine the relative rights, preferences and privileges of the shares of any such series.
Limitation on Liability and Indemnification of Officers and
Directors
Our certificate of incorporation and first
amended and restated bylaws provide for indemnification of our officers and directors to the fullest extent permitted by Delaware
law. Our certificate of incorporation and first amended and restated bylaws limit the liability of our directors for monetary damages
to the fullest extent permitted by Delaware law. We maintain directors’ and officers’ liability insurance.
Anti-Takeover Effects of Provisions of Our Certificate of
Incorporation, Our Bylaws and Delaware Law
Some provisions of Delaware law and our
certificate of incorporation and our first amended and restated bylaws contain provisions that could have the effect of delaying,
deterring or preventing another party from acquiring or seeking to acquire control of us. These provisions are intended to discourage
certain types of coercive takeover practices and inadequate takeover bids and to encourage anyone seeking to acquire control of
us to negotiate first with our board of directors. However, these provisions may also delay, deter or prevent a change in control
or other takeover of our company that our stockholders might consider to be in their best interests, including transactions that
might result in a premium being paid over the market price of our common stock and also may limit the price that investors are
willing to pay in the future for our common stock. These provisions may also have the effect of preventing changes in our management.
Our certificate of incorporation and first
amended and restated bylaws include anti-takeover provisions that:
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authorize our board of directors, without further action by the stockholders, to issue shares of preferred stock in one or more series, and with respect to each series, to fix the number of shares constituting that series and establish the rights and other terms of that series;
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establish advance notice procedures for stockholders to submit nominations of candidates for election to our board of directors and other proposals to be brought before a stockholders meeting;
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provide that our first amended
and restated bylaws may be amended by our board of directors without stockholder approval;
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limit our stockholders’
ability to call special meetings of stockholders;
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allow our directors to establish
the size of the board of directors by action of the board, subject to a minimum of three members;
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provide that vacancies on
our board of directors or newly created directorships resulting from an increase in the number of our directors may be filled
only by a majority of directors then in office, even though less than a quorum; and
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do not give the holders of
our common stock cumulative voting rights with respect to the election of directors.
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Business Combinations
Section 203 of the Delaware General Corporation
Law provides that we may not engage in certain “business combinations” with any “interested stockholder”
for a three-year period following the time that the person became an interested stockholder, unless:
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prior to the time that person became an interested stockholder, our board of directors approved either the business combination or the transaction which resulted in the person becoming an interested stockholder;
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upon consummation of the transaction which resulted in the person becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding certain shares; or
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at or subsequent to the time the person became an interested stockholder, the business combination is approved by the board of directors and by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.
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Generally, a business combination includes
a merger, consolidation, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder.
Subject to certain exceptions, an interested stockholder is a person who, together with that person’s affiliates and associates,
owns, or within the previous three years owned, 15% or more of our voting stock. The statute could prohibit or delay mergers or
other takeover or change in control attempts with respect to us and, accordingly, may discourage attempts to acquire us.
Listing
Our common stock is listed for trading on
the Nasdaq Capital Market under the symbol “BPTH.”
Transfer Agent and Registrar
The transfer agent and registrar for our
common stock is American Stock Transfer & Trust Company, LLC, 6201 15
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Avenue, Brooklyn, New York 11219. Its phone
number is (800) 937-5449.
Legal
Matters
The validity of the issuance of the securities
offered hereby will be passed upon for us by Winstead PC, Houston, Texas.
Experts
The consolidated financial statements as
of December 31, 2018 and 2017 and for the years then ended incorporated by reference in this prospectus have been so incorporated
in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, incorporated herein by reference,
given on the authority of said firm as experts in auditing and accounting.
Where
You Can Find More Information
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the SEC, including us. The SEC’s Internet
site can be found at
http://www.sec.gov
. In addition, we make available on or through our Internet site copies of these
reports as soon as reasonably practicable after we electronically file or furnished them to the SEC. Our Internet site can be found
at
http://www.biopathholdings.com
. The information contained in, or that can be accessed through, our website is not
incorporated by reference in, and is not part of, this prospectus.
INFORMATION
INCORPORATED BY REFERENCE
We are incorporating by reference into this
prospectus certain information that we file with the SEC, which means that we are disclosing important information to you by referring
you to those documents. The information incorporated by reference is deemed to be part of this prospectus, except for information
incorporated by reference that is superseded by information contained in this prospectus. This means that you must look at all
of the SEC filings that we incorporate by reference to determine if any statements in the prospectus or any document previously
incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents set forth below
that we have previously filed with the SEC:
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•
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the description of our common stock contained in our registration statement on Form 8-A filed with the SEC on
March 5, 2014
, as updated by our Current Report on Form 8-K filed with the SEC on
January 6, 2015
.
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Any information in any of the foregoing
documents will automatically be deemed to be modified or superseded to the extent that information in this prospectus or in a later
filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information.
We also incorporate by reference all documents
we file in the future pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the filing of the
registration statement of which this prospectus is a part and prior to the effectiveness of such registration statement or (ii)
after the date of this prospectus and until the offering of the securities made by this prospectus is terminated. These documents
include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (except,
in any such case, the portions furnished and not filed pursuant to Item 2.02, Item 7.01 or otherwise), as well as any proxy statements.
We will provide to each person, including
any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the
documents that are incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits which
are specifically incorporated by reference into such documents. You may request a copy of these filings at no cost, by writing
to or telephoning us at the following address:
Bio-Path Holdings, Inc.
Attention: Secretary
4710 Bellaire Boulevard, Suite 210
Bellaire, Texas 77401
(832) 742-1357
5,149 Shares of Common Stock
June 5, 2019
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