Securities Registration: Employee Benefit Plan (s-8)
February 12 2020 - 4:18PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 12, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BIO-PATH HOLDINGS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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87-0652870
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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4710 Bellaire Boulevard, Suite 210
Bellaire, Texas 77401
(832) 742-1357
(Address of principal executive offices)
BIO-PATH HOLDINGS, INC. 2017 STOCK INCENTIVE
PLAN
(Full title of the plan)
Peter H. Nielsen
President and Chief Executive Officer
Bio-Path Holdings, Inc.
4710 Bellaire Boulevard, Suite 210
Bellaire, Texas 77401
(832) 742-1357
(Name, address, including zip code, and
telephone number,
including area code, of agent for service)
Copies To:
William R. Rohrlich, II
Winstead PC
600 Travis Street
Suite 5200
Houston, Texas 77002
(713) 650-8400
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ¨
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Accelerated
filer ¨
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Non-accelerated
filer x
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Smaller
reporting company x
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Emerging
growth company ¨
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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 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of
Securities to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per
Share(3)
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Proposed
Maximum
Aggregate
Offering
Price(3)
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Amount of
Registration
Fee
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Common Stock, $0.001 par value per share
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600,000
shares (2)
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$
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6.33
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$
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3,798,000
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$
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492.98
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(1)
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Pursuant
to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration
Statement is deemed to include additional shares of common stock issuable under the terms of the Bio-Path Holdings, Inc. 2017
Stock Incentive Plan, as amended by the First Amendment to Bio-Path Holdings, Inc. 2017 Stock Incentive Plan (as so amended, the “Plan”), by reason of any stock dividend, stock split, recapitalization or other similar
transaction.
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(2)
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Consists of shares of common stock issuable in respect of awards to be granted under the Plan.
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(3)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) promulgated under the Securities Act, based upon the average of the high and low prices of Bio-Path Holdings, Inc.’s common stock as reported on The Nasdaq Capital Market on February 11, 2020.
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REGISTRATION OF ADDITIONAL SECURITIES
PURSUANT TO GENERAL INSTRUCTION E
Bio-Path Holdings, Inc. (the “Company”)
has filed this Registration Statement to register under the Securities Act of 1933, as amended, the offer and sale of an additional
600,000 shares of common stock of the Company, par value $0.001 per share, issuable under the Bio-Path Holdings, Inc. 2017 Stock
Incentive Plan, as amended by the First Amendment to Bio-Path Holdings, Inc. 2017 Stock Incentive Plan (as so amended, the “Plan”).
Accordingly, the contents of the previous Registration Statement on Form S-8 (File No. 333-223111) filed by the Company with the
U.S. Securities and Exchange Commission on February 20, 2018 (the “Prior Registration Statement”) relating to the Plan,
including periodic reports that the Company filed after the Prior Registration Statement to maintain current information about
the Company, are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8. The
Prior Registration Statement is currently effective.
Item 8. Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Bellaire, State of Texas, on February 12, 2020.
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BIO-PATH HOLDINGS, INC.
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By:
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/s/ Peter H. Nielsen
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Peter H. Nielsen
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President
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Chief Executive Officer
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(Principal Executive Officer)
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Chief Financial Officer
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(Principal Financial Officer and Principal Accounting Officer)
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints Peter H. Nielsen his or her true and lawful attorney-in-fact,
with the power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities, in the locations
and on the dates indicated.
/s/ Peter H. Nielsen
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Peter H. Nielsen
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February 12, 2020
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President, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director
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/s/ Heath W. Cleaver
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Heath W. Cleaver
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February 12, 2020
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Director
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/s/ Paul D. Aubert
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Paul D. Aubert
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February 12, 2020
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Director
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/s/ Martina Molsbergen
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Martina Molsbergen
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February 12, 2020
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Director
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/s/ Douglas P. Morris
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Douglas P. Morris
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February 12, 2020
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Director
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