Bio-Path Holdings, Inc S-1/A, filed Feb 12, 2025

Bio-Path Holdings, Inc. (BPTH)

S-1/A 2025-02-12

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Added on October 27, 2026

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	Page
PROSPECTUS SUMMARY		1
RISK FACTORS		11
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		43
USE OF PROCEEDS		45
DILUTION		46
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		48
BUSINESS		61
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		82
EXECUTIVE COMPENSATION		88
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE		97
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		98
DESCRIPTION OF CAPITAL STOCK		99
DESCRIPTION OF SECURITIES WE ARE OFFERING		101
PLAN OF DISTRIBUTION		107
LEGAL MATTERS		110
EXPERTS		110
WHERE YOU CAN FIND MORE INFORMATION		110

Assumed combined public offering price per share and Common Warrants			$	0.769
Historical net tangible book value per share as of September 30, 2024	$	(0.11)
Pro forma net tangible book value after giving effect to the Warrant Exercises and the October 2024 Private Placement	$	0.60
Increase in net tangible book value per share attributable to new investors	$	0.06
Pro forma as adjusted net tangible book value per share as of September 30, 2024, after this offering			$	0.66
Dilution per share to new investors			$	0.11

	Three Months Ended September 30,
	2024			2023
Research and development expense		$	1,283		$	2,247
Non-cash stock-based compensation expense			34			45
Total research and development expense		$	1,317		$	2,292

	Three Months Ended September 30,
	2024			2023
General and administrative expense		$	1,223		$	851
Non-cash stock-based compensation expense			94			133
Total general and administrative expense		$	1,317		$	984

	Nine Months Ended September 30,
	2024			2023
Research and development expense		$	5,364		$	9,195
Non-cash stock-based compensation expense			114			137
Total research and development expense		$	5,478		$	9,332

	Year ended December 31,
	2023			2022
Research and development expense		$	11,425		$	8,969
Non-cash stock-based compensation expense			183			196
Total research and development expense		$	11,608		$	9,165

Name	Age	Position – Committee
Peter H. Nielsen	75	Chief Executive Officer; President; Chief Financial Officer; Treasurer; Chairman of the Board; Director – Business Development Committee
Heath W. Cleaver, CPA	51	Director – Audit Committee (Chair); Compensation Committee; Nominating/Corporate Governance Committee (Chair)
Paul D. Aubert	55	Director – Audit Committee; Compensation Committee (Chair); Nominating/Corporate Governance Committee
Aline B. Sherwood	54	Director – Audit Committee; Compensation Committee; Nominating/Corporate Governance Committee; Business Development Committee (Chair)
Douglas P. Morris	69	Director – Business Development Committee; Director of Investor Relations; Secretary

Element			Form of Compensation			Purpose, Basis and Performance Criteria
Base Salary			Cash			• Base salary is intended to provide a market competitive level of fixed compensation in recognition of responsibilities, skills, capabilities, experience and leadership. • Base salary is not generally performance based, but reflective of competencies and experience.

Name and Principal Position	Year		Salary ($)			Bonus ($)			Option Awards ($)(1)			All Other Compensation ($)			Total ($)
Peter H. Nielsen, CEO, CFO, President, Chairman, Director		2024		$	440,000		$	150,000		$	35,617		$	13,090(2)		$	638,707
		2023		$	575,000(3)		$	110,000(4)		$	130,880		$	11,237(5)		$	827,117

Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)			Option Expiration Date
Mr. Nielsen(1)		138		—		—		$	11,000.00	April 2026
Mr. Nielsen(1)		325		—		—		$	736.00	April 2028
Mr. Nielsen(1)		750		—		—		$	368.00	March 2029
Mr. Nielsen(1)		750		—		—		$	65.00	March 2030
Mr. Nielsen(1)		4,250		—		—		$	104.20	June 2030
Mr. Nielsen(2)		4,688		312		—		$	140.40	March 2031
Mr. Nielsen(3)		3,096		1,404		—		$	72.20	March 2032
Mr. Nielsen(4)		2,082		3,168		—		$	27.80	May 2033
Mr. Nielsen(5)		—		25,000		—		$	1.55	July 2034

Name	Benefit	Triggering Event
Name	Benefit	Termination without Cause or Resignation for Good Reason ($)			Termination without Cause or Resignation for Good Reason within 3 Months Before or 12 Months Following a Change in Control ($)
Peter H. Nielsen	Market Value of Stock Vesting		$	—		$	—(1)
	Accrued Vacation Days			40,615			40,615
	Three Months’ Base Salary			110,000			110,000
	Continuation of Benefits			4,354			8,709
	Total		$	154,969		$	159,324

Name	Fees Earned or Paid in Cash			Option Awards			All Other Compensation			Total
Heath W. Cleaver		$	73,000(1)		$	2,467(2)		$	—		$	75,467
Paul D. Aubert		$	61,500(1)		$	2,467(2)		$	—		$	63,967
Aline B. Sherwood		$	64,500(1)		$	2,467(2)		$	—		$	66,967
Douglas P. Morris(3)		$	—		$	5,044(4)		$	76,731(5)		$	81,775

Director	Number of shares underlying outstanding options
Heath W. Cleaver		4,121
Paul D. Aubert		4,101
Aline B. Sherwood		3,000
Douglas P. Morris(1)		6,158

	Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)					F-2
	Balance Sheets as of December 31, 2023 and 2022					F-4
	Statements of Operations for the Years Ended December 31, 2023 and 2022					F-5
	Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2023 and 2022					F-6
	Statements of Cash Flows for the Years Ended December 31, 2023 and 2022					F-7
	Notes to Financial Statements					F-8

Element	Form of Compensation	Purpose, Basis and Performance Criteria
Annual Performance Incentive Awards (considered “at-risk” compensation)	Cash	• Annual cash performance incentive awards are intended to motivate and reward performance achievement. • Payments are discretionary and approved annually by the Compensation Committee.
Long-Term Incentive Awards (considered “at-risk” compensation)	Stock Options	• Long-term incentive awards are intended to recognize and reward the achievement of long-term corporate goals and objectives, recognize promotions, motivate retention of our leadership talent and align executives’ interests with our stockholders. • The Compensation Committee determines the amount of long-term incentive awards to be granted to each NEO. The Compensation Committee also may make isolated awards to recognize promotions, new hires or individual performance achievements. • In 2024, the long-term incentive awards included time-vested equity awards that vest over a four- year period. • The Compensation Committee provides time-vested long-term incentives (i) to build a consistent ownership stake and retention incentive, (ii) to create a meaningful tie to the Company’s relative long-term stockholder returns and (iii) to motivate consistent improvement over a longer-term horizon.
Change of Control Severance	Eligible to receive severance payments and post-termination health benefits in connection with involuntary termination within three months before or twelve months after a change of control	• Employment agreements are intended to provide financial security and an industry-competitive compensation package for NEOs. This additional security helps ensure that NEOs remain focused on our performance and the continued creation of stockholder value throughout any change of control transaction rather than on the potential uncertainties associated with their own employment.

				Prepaid or Accrued Research and Development Expenses
	Description of the Matter			During 2023, the Company incurred $11.6 million for research and development expenses and as of December 31, 2023 recorded prepaid clinical trial expenses of $0.9 million and accrued clinical trial expense of $0.8 million. As disclosed in Note 2 to the consolidated financial statements, research and development costs are charged to expense when the related goods are delivered, or services are performed. The Company estimated its clinical trial expense based on a cost per patient calculation, which is derived from estimated start-up costs, clinical trial costs based on the number of patients and length of treatment and clinical study report costs. The Company recorded an accrual or prepaid for clinical trial expenses based on its estimated clinical trial expense as compared to payments made to the Company’s third-party clinical research organization, laboratories and clinical investigation sites. Auditing the Company’s accrued and prepaid research and development expenses is complex due to significant judgment and estimates made by management in determining the clinical trial expenses incurred, which include inputs such as number of patients, length of treatment and clinical study report costs, compared to payments the Company has made.
	How We Addressed the Matter in Our Audit			To test the prepaid research and development expenses for significant clinical trials, our audit procedures included, among others, testing the accuracy and completeness of the underlying data used in the estimates and evaluating the significant assumptions that are used by management to estimate the recorded prepayments. To test the significant assumptions, we corroborated the patient enrollment, length of treatment, trial timeline and progress of research and development activities through discussion with the Company’s research and development personnel that oversee the research and development projects, inspected the Company’s contracts with third parties and any pending change orders to assess the impact on amounts recorded, and obtained information directly from vendors of their costs incurred to date. We tested a sample of transactions and compared the costs against related invoices and contracts. We also performed analytics over fluctuations in accruals or prepaid balances by trial throughout the year and tested subsequent payments to evaluate the completeness of the research and development expenses recognized.

	As of December 31, 2023			As of December 31, 2022
Assets
Current assets
Cash		$	1,052		$	10,384
Prepaid drug product			632			3,587
Other current assets			1,358			1,644
Total current assets			3,042			15,615
Fixed assets
Furniture, fixtures & equipment			1,120			1,120
Less accumulated depreciation			(1,044)			(962)
			76			158
Right of use operating assets			102			198
Total Assets		$	3,220		$	15,971
Liabilities & Shareholders’ Equity
Current liabilities
Accounts payable		$	457		$	667
Accrued expenses			1,346			909
Current portion of lease liabilities			103			108
Total current liabilities			1,906			1,684
Warrant liability			863			—
Noncurrent lease liabilities			10			113
Total Liabilities			2,779			1,797
Shareholders’ equity
Preferred stock, $.001 par value; 10,000 shares authorized; no shares issued and outstanding			—			—
Common stock, $.001 par value; 200,000 shares authorized; 618 and 398 shares issued and outstanding, respectively			1			1
Additional paid in capital			108,047			105,702
Accumulated deficit			(107,607)			(91,529)
Total shareholders’ equity			441			14,174
Total Liabilities & Shareholders’ Equity		$	3,220		$	15,971

	Year Ended December 31,
	2023			2022
Operating expenses
Research and development		$	11,608		$	9,165
General and administrative			4,235			4,736
Total operating expenses			15,843			13,901
Net operating loss		$	(15,843)		$	(13,901)
Other income (loss)
Change in fair value of warrant liability			(271)			—
Interest income			36			33
Total other income (loss)			(235)			33
Net loss		$	(16,078)		$	(13,868)
Net loss per share, basic and diluted		$	(33.63)		$	(38.12)
Basic and diluted weighted average number of common shares outstanding			478			364

	Balance Sheets as of September 30, 2024 and 2023					F-20
	Statements of Operations for the Nine Months Ended September 30, 2024 and 2023					F-21
	Statements of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2024 and 2023					F-22
	Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023					F-23
	Notes to Financial Statements					F-24

	Common Stock					Additional Paid in Capital			Accumulated Deficit			Total
Description	Shares		Amount			Additional Paid in Capital			Accumulated Deficit			Total
Balance at December 31, 2021		358		$	1		$	103,117		$	(77,661)		$	25,457
Issuance of common stock, net of fees		40			—			1,734			—			1,734
Stock-based compensation		—			—			851			—			851
Net loss		—			—			—			(13,868)			(13,868)
Balance at December 31, 2022		398		$	1		$	105,702		$	(91,529)		$	14,174
Balance at December 31, 2022		398		$	1		$	105,702		$	(91,529)		$	14,174
Issuance of common stock, net of fees		175			—			491			—			491
Exercise of warrants, net of fees		45			—			1,120			—			1,120
Stock-based compensation		—			—			734			—			734
Net loss		—			—			—			(16,078)			(16,078)
Balance at December 31, 2023		618		$	1		$	108,047		$	(107,607)		$	441

		December 31,
	Estimated Useful Lives	2023			2022
	(in years)	(in thousands)
Leasehold improvements	2 to 5		$	463		$	463
Computers and office equipment	3			83			83
Furniture and fixtures	7			93			93
Scientific equipment	7			481			481
Total				1,120			1,120
Less: Accumulated depreciation				(1,044)			(962)
Net property and equipment			$	76		$	158

	Fair Value Measurements at December 31, 2023 (in thousands)
	Level 1			Level 2			Level 3			Total
Liabilities:
Warrant liability		$	—		$	—		$	863		$	863

	Fair Value of Warrant Liability
	(in thousands)
Balance at December 31, 2022		$	—
Issuance			1,186
Exercises			(594)
Change in fair value			271
Balance at December 31, 2023		$	863

	As of December 31, 2023
Risk-free interest rate		3.84%
Expected volatility		102%
Expected term in years		4.6
Dividend yield		—%

	Options		Weighted- Average Exercise Price			Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
	(in thousands)
Outstanding at December 31, 2022		33		$	233.40		7.9		$	—
Granted		11		$	27.80		9.3
Expired		(1)		$	1,840.00
Outstanding at December 31, 2023		43		$	161.20		7.6		$	—
Vested and expected to vest December 31, 2023		43		$	162.80		7.6		$	—
Exercisable at December 31, 2023		25		$	236.20		6.9		$	—

	Warrants Outstanding							Warrants Exercisable
Year Issued	Number Outstanding		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price			Number Exercisable		Weighted Average Exercise Price
			(in years)		(per share)					(per share)
2018		6		0.2			384.00		6			384.00
2019		14		0.8			275.20		14			275.20
2022		40		4.4			15.20		40			15.20
2023		130		4.6			12.00		130			12.00
		190		4.1		$	43.20		190		$	43.20

	As of September 30, 2024			As of December 31, 2023
	(unaudited)
Assets
Current assets
Cash		$	562		$	1,052
Prepaid drug product			531			632
Other current assets			1,806			1,358
Total current assets			2,899			3,042
Fixed assets
Furniture, fixtures & equipment			1,120			1,120
Less accumulated depreciation			(1,078)			(1,044)
			42			76
Right of use operating assets			24			102
Total Assets		$	2,965		$	3,220
Liabilities & Shareholders’ (Deficit) Equity
Current liabilities
Accounts payable		$	1,036		$	457
Accrued expenses			2,313			1,346
Current portion of lease liabilities			26			103
Total current liabilities			3,375			1,906
Warrant liability			302			863
Noncurrent lease liabilities			—			10
Total Liabilities			3,677			2,779
Shareholders’ (deficit) equity
Preferred stock, $.001 par value; 10,000 shares authorized; no shares issued and outstanding			—			—
Common stock, $.001 par value; 200,000 shares authorized; 3,710 and 618 shares issued and outstanding, respectively			4			1
Additional paid in capital			114,032			108,047
Accumulated deficit			(114,748)			(107,607)
Total shareholders’ (deficit) equity			(712)			441
Total Liabilities & Shareholders’ (Deficit) Equity		$	2,965		$	3,220

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Operating expenses
Research and development		$	1,317		$	2,292		$	5,478		$	9,332
General and administrative			1,317			984			3,889			3,478
Total operating expenses			2,634			3,276			9,367			12,810
Net operating loss		$	(2,634)		$	(3,276)		$	(9,367)		$	(12,810)
Other income
Change in fair value of warrant liability			515			72			2,216			72
Interest income			4			5			10			32
Total other income			519			77			2,226			104
Net loss		$	(2,115)		$	(3,199)		$	(7,141)		$	(12,706)
Net loss per share, basic and diluted		$	(0.70)		$	(6.36)		$	(4.05)		$	(29.34)
Basic and diluted weighted average number of common shares outstanding			3,017			503			1,763			433

	Fair Value Measurements at September 30, 2024
	Level 1			Level 2			Level 3			Total
	(in thousands)
Liabilities:
Warrant liability		$	—		$	—		$	302		$	302

	As of September 30, 2024
Risk-free interest rate		3.58%
Expected volatility		109%
Expected term in years		4.4
Dividend yield		—%

	AMOUNT
SEC registration fee		$	6,267.53
FINRA Filing Fee		$	6,640.63
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		$	116,408.16

	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’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’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’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’s Current Report on Form 8-K filed on January 16, 2019).
	3.4			Certificate of Amendment to the Certificate of Incorporation of Bio-Path Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 23, 2024).
	3.5			First Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 7, 2017).
	3.6			Amendment No. 1 to the First Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’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’s Annual Report on Form 10-K filed on March 16, 2015).
	4.2			Form of Underwriter Warrant issued to H.C. Wainwright & Co., LLC and certain of its designees (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 16, 2019).
	4.3			Form of Series A Warrant issued to certain investors (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 22, 2019).
	4.4			Form of Warrant issued to H.C. Wainwright & Co., LLC and certain of its designees (incorporated by reference to Exhibit 4.15 to the Company’s Annual Report on Form 10-K filed on March 19, 2019).
	4.5			Form of Warrant issued to H.C. Wainwright & Co., LLC and certain of its designees (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 13, 2019).
	4.6			Form of Warrant issued to certain investors (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 22, 2019).
	4.7			Form of Warrant issued to H.C. Wainwright & Co., LLC and certain of its designees (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 22, 2019).
	4.8			Description of Bio-Path Holdings, Inc.’s Securities Registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.17 to the Company’s Annual Report on Form 10-K filed on March 5, 2020).
	4.9			Form of Common Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 9, 2022).
	4.10			Form of Common Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 7, 2023).

	Exhibit Number			Exhibit
	4.11			Warrant Agency Agreement, dated as of August 7, 2023, by and between the Company and Equiniti Trust Company, LLC (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 7, 2023).
	4.12			Form of Common Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 26, 2024).
	4.13			Form of Warrant issued to H.C. Wainwright & Co., LLC and certain of its designees (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 26, 2024).
	4.14			Form of Common Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 19, 2024).
	4.15			Form of Warrant issued to H.C. Wainwright & Co., LLC and certain of its designees (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on April 19, 2024).
	4.16			Form of Pre-Funded Common Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 5, 2024).
	4.17			Form of Series A Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 5, 2024).
	4.18			Form of Series B Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on June 5, 2024).
	4.19			Form of Warrant issued to H.C. Wainwright & Co., LLC and certain of its designees (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on June 5, 2024).
	4.20			Form of Pre-Funded Common Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 11, 2024).
	4.21			Form of Series A Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 11, 2024).
	4.22			Form of Series B Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on October 11, 2024).
	4.23			Form of Warrant issued to H.C. Wainwright & Co., LLC and certain of its designees (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on October 11, 2024).
	4.24*			Form of Series A Warrant.
	4.25*			Form of Series B Warrant
	4.26*			Form of Series C Warrant
	4.27*			Form of Pre-Funded Warrant.
	4.28*			Form of Placement Agent Warrant.
	5.1*			Opinion of Winstead PC.
	10.1+			Employment Agreement — Peter H. Nielsen (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 19, 2008).
	10.2+			Amended 2007 Stock Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed on December 10, 2008).
	10.3+			First Amendment to First Amended 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2013).

	Exhibit Number			Exhibit
	10.4			Form of Waiver, Consent and Amendment to that certain Securities Purchase Agreement by and between Sabby Healthcare Volatility Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K on January 21, 2014).
	10.5+			First Amendment to Employment Agreement, dated March 26, 2014 — Peter H. Nielsen (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 26, 2014).
	10.6			Lease Agreement dated April 16, 2014 by and between the Company and Pin Oak North Parcel TT, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 18, 2014).
	10.7			Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 16, 2015).
	10.8+			Bio-Path Holdings, Inc. 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 27, 2017).
	10.9			Form of Incentive Stock Option Award Agreement under 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 27, 2017).
	10.10			Form of Non-Qualified Stock Option Award Agreement under 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 27, 2017).
	10.11			Form of Restricted Share Unit Award Agreement (Time-Vested) under 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 27, 2017).
	10.12			Form of Restricted Share Unit Award Agreement (Performance-Based) under 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on December 27, 2017).
	10.13			Form of Restricted Share Award Agreement under 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on December 27, 2017).
	10.14			Form of Stock Appreciation Right Award Agreement under 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on December 27, 2017).
	10.15			Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 22, 2019).
	10.16			Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 13, 2019).
	10.17			First Amendment to Lease Agreement dated April 16, 2014 by and between the Company and Pin Oak North Parcel TT, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 4, 2019).
	10.18			Form of Securities Purchase Agreement by and between the Company and certain investors (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 22, 2019).
	10.19+			First Amendment to Bio-Path Holdings, Inc. 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 23, 2019).
	10.20+			Second Amendment to Bio-Path Holdings, Inc. 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 16, 2022).

	Exhibit Number			Exhibit
	10.21			Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 9, 2022).
	10.22+			Bio-Path Holdings, Inc. 2022 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 20, 2022).
	10.23			Form of Incentive Stock Option Award Agreement under 2022 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 20, 2022).
	10.24			Form of Non-Qualified Stock Option Award Agreement under 2022 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 20, 2022).
	10.25			Form of Restricted Share Unit Award Agreement (Time-Vested) under 2022 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 20, 2022).
	10.26			Form of Restricted Share Unit Award Agreement (Performance-Based) under 2022 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on December 20, 2022).
	10.27			Form of Restricted Share Award Agreement under 2022 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on December 20, 2022).
	10.28			Form of Stock Appreciation Right Award Agreement under 2022 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on December 20, 2022).
	10.29			Placement Agency Agreement, dated as of August 3, 2023, by and between the Company and Roth Capital Partners, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 7, 2023).
	10.30			Form of Securities Purchase Agreement, dated as of August 3, 2023, by and between the Company and certain purchasers (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 7, 2023).
	10.31			Form of Warrant Amendment Agreement, dated as of August 3, 2023, by and between the Company and certain warrant holders (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 7, 2023).
	10.32			Form of Securities Purchase Agreement, dated as of March 25, 2024, by and between the Company and certain purchasers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 26, 2024).
	10.33			At The Market Offering Agreement, dated April 4, 2024, by and between the Company and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 4, 2024).
	10.34			Form of Securities Purchase Agreement, dated as of April 18, 2024, by and between the Company and certain purchasers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 19, 2024).
	10.35			Form of Securities Purchase Agreement, dated as of June 3, 2024, by and between the Company and certain purchasers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 5, 2024).
	10.36			Form of Registration Rights Agreement, dated as of June 3, 2024, by and between the Company and certain purchasers (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 5, 2024).

	Exhibit Number			Exhibit
	10.37			Securities Purchase Agreement, dated as of October 8, 2024, by and between the Company and certain purchasers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 11, 2024).
	10.38			Registration Rights Agreement, dated as of October 8, 2025, by and between the Company and certain purchasers (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 11, 2024).
	10.39+			First Amendment to 2022 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 13, 2024).
	10.40			Second Amendment to Lease Agreement, dated October 23, 2024, by and between the Company and the registered holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2018-GS9, and the RR Interest Owner v. Norvin Pin Oak North LLC, et al., Case No.: 2024-369993 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2024).
	10.41*			Form of Securities Purchase Agreement.
	21.1			Subsidiaries of Bio-Path Holdings, Inc. (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed on March 5, 2020).
	23.1*			Consent of Ernst & Young LLP.
	23.2*			Consent of Winstead PC (included in Exhibit 5.1)
	24.1**			Power of Attorney
	107*			Filing fee table.

	/s/ Peter H. Nielsen Peter H. Nielsen President, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director			February 12, 2025
	* Heath W. Cleaver Director			February 12, 2025
	* Paul D. Aubert Director			February 12, 2025
	* Aline Sherwood Director			February 12, 2025
	* Douglas P. Morris Director and Secretary			February 12, 2025

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