8-K
BIO-PATH HOLDINGS, INC. (BPTH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January
2, 2026
BIO-PATH HOLDINGS,
INC.
(Exact name of registrant as specified in its charter)
| Wyoming | 001-36333 | 87-0652870 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 625 Stanwix St. #2407, Pittsburgh, PA | 15222 | |
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| (Address of principal executive offices) | (Zip Code) |
(630) 708-0750
(Registrant’s Telephone Number, Including Area Code)
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 | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | BPTH | OTC Pink |
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. ☐
Bio-Path Holdings, Inc. is referred to herein as “Bio-Path”, “we”, “us”, or “the Company”.
Item 5.03 Amendments to Articles of Incorporationor Bylaws; Change in Fiscal Year.
On March 5, 2026, Bio-Path’s domestication to Wyoming was approved by the Secretary of State of Wyoming. The stamped paperwork and subsequently filed amendment to create a new class of Series S Preferred stock with fifty-one (51) authorized shares, each convertible into one common share and holding 1% of the diluted voting power of the company are attached.
Item 8.1 Other Events.
Effective February 10, 2026, Wendy M. Charles, PhD, MS, CIP, CCRP and Michael Hickey were appointed to our recently created Scientific Advisory Board:
Wendy M. Charles, PhD, MS, CIP, CCRP: https://www.linkedin.com/in/wendycharles/
Dr. Charles is a clinical scientist, digital health leader, and educator with more than 25 years of experience spanning clinical research operations, regulatory compliance, health information technology, and emerging technologies in life sciences. She holds a PhD in Clinical Science with a specialty in Health Information Technology from the University of Colorado Anschutz Medical Campus and has led complex research and compliance programs across academic medical centers and digital health companies. Her expertise includes oncology and drug development research oversight, human subjects protection, FDA-regulated data integrity, real-world data strategies, and the ethical application of advanced technologies in clinical research.
Dr. Charles currently serves as an Assistant Professor of Health Informatics at the University of Denver and is Editor-in-Chief of the Frontiers in Blockchain: Blockchain for Science journal section. She has held executive leadership roles, including Chief Scientific Officer and Chief Ethics & Compliance Officer, and has advised pharmaceutical companies, venture capital firms, and international policy bodies on regulatory strategy, data governance, and technology-enabled research innovation. As a Scientific Advisory Board member for Bio-Path Holdings, Dr. Charles brings a translational perspective that bridges science, technology, and compliance to support the advancement of novel oncology therapeutics and the modernization of clinical research and data capture practices.
Michael Hickey: https://www.linkedin.com/in/michaelbhickey/
Michael Hickey is currently Vice President Clinical Operations of Processa Pharmaceuticals, Inc, (NASDAQ: PCSA), a health and wellness company whose products improve survival and quality of life for patients with unmet medical needs. He brings experience from previous roles at Amgen, Biomarin, and as a consultant to the biotech and pharmaceutical industry. Mr. Hickey holds an MBA in Business Management, Marketing, and Related Support Services from CSUSM College of Business and Bachelor of Science Degree from USC in Exercise Physiology . He has a robust skill set that includes Hematology, Oncology, Clinical Monitoring, Clinical operations, Biotechnology, and related fields.
Both Dr. Charles and Mr. Hickey signed three-year Advisory Board agreements and were issued 100,000 stock options with a three-year expiration and $0.06 exercise price, subject to adjustment.
| Exhibit No. | Description |
|---|---|
| 10.1 | Bio-Path Holdings, Inc. Domestication to Wyoming –03/05/2026 |
| 10.2 | Amendment to Bio-Path Articles of Incorporation: Creation of Series S Preferred Stock |
| 104 | Cover Page Interactive Data File (embedded<br>within the Inline XBRL document) |
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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. | ||
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| Dated:<br> March 19, 2026 | By: | /s/ Vikram Grover |
| Vikram Grover | ||
| Chief Executive Officer, Chief Financial Officer and Director |
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State of Delaware
Secretary of State
Division of Corporations
Delivered 12:24 PM 01/16/2019
FILED 12:24 PM 01/16/2019
SR 20190305629 - File Number 5666847
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
BIO-PATH HOLDINGS, INC.
(a Delaware corporation)
Bio-Path Holdings, Inc. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL"), hereby certifies as follows:
1. This Certificate of Amendment (the ..Certificate of Amendment") amends the provisions of the Corporation's Certificate of Incorporation filed with the Secretary of State on December 31, 2014, as amended (the “Certificate of Incorporation").
2. The Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 242 of the DGCL setting forth a proposed amendment to the Certificate of incorporation and declaring said amendment to be advisable. The amendment amends the Certificate of Incorporation as follows:
· Section 4.01 of the Certificate of Incorporation is hereby deleted in its entirety and replaced with the following:
..The aggregate number of shares which the Corporation shall have authority to issue is Two Hundred Ten Million (210,000,000), of which Two Hundred Million (200,000,000) shall be designated as Common Stock, par value $0.001 per share ("Common Stock"), and Ten Million (10,000,000) shall be designated as Preferred Stock, par value $0.001 per share ("Preferred Stock").
Effective as of 5:00 p.m. Eastern Time on January 17, 2019 (the "Effective Time"), each twenty (20) shares of Common Stock issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof: be combined and converted into one (l) share of Common Stock (the "Reverse Stock Split"). There shall be no fractional shares issued in connection with the Reverse Stock Split •A holder of record of Common Stock at the Effective Time who would otherwise be entitled to a fraction of a share shall, in lieu thereof( be entitled to receive one full share. Each stock certificate that, immediately prior to the Effective 'rime, represented shares of Common Stock ( an "Qld Certificate") that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests described above."
3. The requisite stockholders of the Corporation have duly approved this Certificate of Amendment in accordance with Section 242 of the DGCL.
4. This Certificate of Amendment shall be effective at 5:00 p.m. Eastern Time on January 17, 2019.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed as of the date set forth below.
| Dated: January 16, 2019 | BIO-PATH HOLDINGS, INC. |
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| By: /s/ Peter H. Nielsen<br><br> <br>Name: Peter H. Nielson<br>Title: President and Chief Executive Officer |
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