BPTH 8-K
Bio-Path Holdings, Inc. (BPTH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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).
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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 13(a) of the Exchange Act. ☐
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Bio-Path Holdings, Inc. is referred to herein as “Bio-Path”, “we”, “us”, or “the Company”.
Item 3.02 Unregistered Sales of Equity Securities.
On April 30, 2026, under our qualified Tier 1 Regulation A offering, we sold 466,100 common shares to a third-party raising $13,983 in net proceeds. On May 13, 2026, under our qualified Tier 1 Regulation A offering, we sold 489,200 common shares to a third-party raising $14,676 in net proceeds. We have the capability to raise an additional $571,341 under the qualified offering though there can be no assurances.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 14, 2026, our Board of Directors and Control Shareholder approved the creation of new class of Series B Preferred stock with five million (5,000,000) authorized shares. Each Series B Preferred share is convertible into 1,000 common shares, votes on an as converted basis, pays no dividends, and has no liquidation amount above par value of $0.01. A copy of the Series B Certificate of Determination will be made available in early August when stamped by the Secretary of State of Wyoming in the next 15 days.
Item 7.1 Regulation FD Disclosure
We are in the midst of a strategic turnaround which may include organically restarting Phase 2 drug trials, assessing the viability of Phase 1 drug trials, partnering, licensing, or selling our intellectual property, pivoting to blockchain technology to manage and finance our drug discovery trials, raising outside capital, and/or managing our finances, performing strategic acquisitions and investments to generate growth outside of biotechnology, and improving our capital structure. There are no assurances that any or all of our efforts will be successful.
Item 8.1 Other Events.
On June 5, 2026, UT MD Anderson cancer center (“MDA” @ https://www.mdanderson.org/) agreed to restart our Phase 2 trials targeting acute myeloid leukemia (AML) subject to us bringing them current on monies due of $292,264.21 for BP1001-201-AML and $63,286.55 for BP1002-201-AML. We believe the BP1001-201-AML Phase 2 trial will remain randomized using MDA to complete the final segment of the trial and can be restarted using a combination of cash from outside investors under our Tier 1 Regulation A offering and federal grants, which we intend to pursue through consultants.
On June 26, 2026, we opened a business account with Coinbase Global (NASDAQ: COIN) to manage our recently launched AI-driven digital asset treasury targeting L1 and L2 coins and altcoins. We intend to allocate up to 50% of capital raised to crypto opportunities.
On July 3, 2026, we engaged Farrington Capital Group LLC (“FCG” @ https://farringtoncapitalgroup.com/), a strategic advisory firm focused on education, biotech, and real estate, to identify and close a strategic investor, buyer, JV partner and/or licensor for our biotechnology and intellectual property including our multiple Phase 1 and Phase 2 drug trials targeting blood cancer, solid tumors, obesity and other domains. We agreed to provide FCG a 60-day period of exclusivity to move discussions ahead with at least one candidate they have identified. Any fees will be success-based and there were no shares or cash issued as a retainer. There can be no assurances any transaction will be completed. A copy of the FCS Agreement is provided herein under Exhibit 10.1.
On July 6, 2026, we issued 22,342 Series B Preferred shares (subscription payable) for 2,3125,000 Series B Preferred shares and 51 Series M Preferred shares of Himalaya Technologies, Inc. (OTC: HMLA) valued at $670,260, making HMLA a majority owned subsidiary. HMLA is owner and operator of Mophoe.com @ https://beta.mophoe.com/, a crypto social site and trading platform currently under development.
On July 6, 2026, we issued 369 Series B Preferred shares (subscription payable) to our CEO, Vikram Grover, for a software platform that enables the creation of niche social networks including Kanab Club @ https://www.kanab.club/. We intend to use the code to enhance Mophoe.com and deploy additional communities in the future. The transaction was valued at $11,069.
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On July 14, 2026, our majority owned subsidiary Himalaya Technologies, Inc. mutually terminated its previously announced strategic development agreement with a third party and canceled 9,684,43 Series B Preferred shares representing one half of the Company’s diluted shares outstanding.
On July 14, 23026, we added Richard Fetyko, CEO of altFINS, j.s.a. (“altFINS”), a crypto analytics and trading platform @ https://altfins.com/ to our Advisory Board granting him up to 300,000 stock options over three years with an initial tranche of 100,000 common stock purchase warrants struck at $0.03 subject to certain adjustments. We intend to add altFINS’ AI driven capabilities to our recently announced Digital Asset Treasury 2.0 (DAT 2.0) to provide excess alpha versus monolithic first generation DAT companies. To this end, we signed a letter of intent (LOI) with altFINS to partner and cross-invest in each of our Companies, including a planned issuance to altFINS of 2,500,000 common share equivalents (“CSE’s) in return for an option to buy up to 22% of altFINS equity capitalization for two million euros. We intend to move to definitive agreement in the next month. A copy of the LOI is provided herein under Exhibit 10.2.
About Farrington Capital Group, LLC:
Farrington Capital Group, LLC (“FCG”) is a private investment, development, and cognitive holding company that specializes in deploying advanced technology layers across high-impact, essential industries. Led by Founder and Managing Director Alfred Farrington II, FCG integrates its proprietary “Intelligence OS” - a technological ecosystem leveraging applied artificial intelligence and blockchain-verified ledgers—to automate operational workflows and maximize scaling efficiencies across its core portfolio entities. Strategically focused on asset classes within federally designated Qualified Opportunity Zones, the firm operates at the modern convergence of educational technology, bio-informatics, and localized digital infrastructure. Through its targeted capital allocation models and deep executive leadership, FCG acts as a modern venture builder, driving systemic economic development, localized digital access, and high-margin compounding equity growth.
About Richard Fetyko:
Richard Fetyko is the founder and CEO of altFINS, a crypto analytics and education platform. A 14-year Wall Street veteran, he worked as an equity research analyst at firms including Janney Montgomery Scott and as a portfolio manager at Twin Capital before founding altFINS in 2020 to bring professional-grade analytical tools to crypto traders. He holds an MBA in Finance from the University of Oklahoma.
About altFINS, j.s.a.:
altFINS is a crypto analytics and education platform used by traders worldwide, from beginners to experts, who value data-driven insights over market hype. The platform scans 2,000+ coins across 150 technical indicators, multiple time intervals, and on-chain metrics to deliver automated market insights. Combined with AI-detected chart patterns, AI trade setups, and expert-vetted analyses, altFINS helps traders find ideas, create alerts, execute strategies, and monitor portfolio performance across exchanges, turning market noise into confident trading decisions. In 2026, altFINS is expanding beyond crypto to bring its screening and analysis tools to stocks and forex markets.
Exhibit No. Description
10.1 Bio-Path Holdings, Inc. – Farrington Capital Group, LLC Agreement – 07/03/2026
10.2 Bio-Path Holdings, Inc. – altFINS, j.s.a. LOI – 07/14/2026
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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. | ||
| Dated: July 16, 2026 | By: | /s/ Vikram Grover |
| Vikram Grover | ||
| Chief Executive Officer, Chief Financial Officer and Director | ||
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NON-BINDING LETfER OF INTENT
Date: July 3, 2026
To: Bio-Path Holdings, Inc.
Attn: Vik Grover
From: Farrington Capital Group LLC. and/or its designated affiliate, VantioBio and or Vantio Alpha Fund
Bio-Path Holdings, Inc. ("Bio-Path") and Farrington Capital Group LLC. and/or its designated affiliate, VantioBio and or Vantio Alpha Fund (collectively,"Buyer") are pleased to outline the principal terms of a proposed strategic transaction. This Letter of Intent is intended to provide a framework for diligence and negotiation concerning an exclusive out-license, asset acquisition, or similar transaction involving the DNAbilize platform and related Bio-Path programs, studies, data, know-how, intellectual property, regulatory materials, manufacturing information, and development documentation.
Transaction Scope
The contemplated transaction would include some or all of the following, to the extent owned, controlled, or licensable by Bio-Path:
• Prexigebersen (BP1001), including related AML studies and supporting materials.
• BP1001-A, including solid tumor programs such as ovarian, endometrial, and pancreatic cancer.
• BP1001-A obesity and related metabolic disease applications.
• BP1002, the liposomal Bcl-2 program.
• BP1003, the liposomal STAT3 program.
• The DNAbilize platform, including associated patents, patent applications, know-how, formulations, technical materials, translational materials, regulatory history, and platform-level supporting documentation.
• All BPTH studies and related preclinical, clinical, translational, regulatory, CMC, manufacturing, and data room materials relevant to the covered assets.
Diligence and Timing
Upon execution of this Letter of Intent, Bio-Path would provide Buyer and its advisors with prompt diligence access to the covered materials so the parties can negotiate definitive documentation. The parties intend to proceed expeditiously and use commercially reasonable efforts to finalize definitive agreements as promptly as practicable.
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Financing
Buyer has secured a loan facility and intends to use such proceeds as initial capital for the Vantio Alpha Fund and related transaction expenses, subject to final closing and underwriting requirements. Any definitive transaction may remain subject to financing and other customary closing conditions unless otherwise agreed in writing.
Exclusivity
For a period of thirty (30) to sixty (60) days after execution of this Letter of Intent, Bio-Path will negotiate exclusively with Buyer regarding the covered assets and will not solicit, encourage, or enter into negotiations with any third party concerning a competing sale, license, transfer, or similar transaction involving the covered assets or platform rights. This section is intended to be binding.
Confidentiality, Expenses, and Governing Law
The existence and terms of this Letter of Intent, together with all non-public information exchanged in connection with the proposed transaction, will be treated as confidential and governed by any existing confidentiality agreement between the parties or, if none exists, a mutually acceptable confidentiality arrangement. Each party will bear its own expenses. This Letter of Intent will be governed by the laws of the State of Florida. This section is intended to be binding.
Non-Binding Effect
Except for the sections titled Exclusivity and Confidentiality, Expenses, and Governing Law, this Letter of Intent is non-binding and is intended solely as a basis for further discussion and negotiation. No binding obligation with respect to the proposed transaction will exist unless and until definitive agreements are executed by the parties.
If the foregoing is acceptable, please indicate agreement by signing below.
Accepted and agreed:
FARRINTON CAPITAL GROUP LLC.
By: /s/ Alfred Farrington II
Title: Business Development & Community Outreach
Date: July 3, 2026
BIO-PATH HOLDINGS, INC.
By: /s/ Vikram Grover
Name: Vikram Grover
Title: CEO
Date: 07/08/2026
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LETTER OF INTENT – PARTNERSHIP AND INVESTMENT BIO-PATH HOLDINGS, INC. – ALTFINS, J. S. A.
Executive Summary
Bio-Path Holdings, Inc. (OTC: BPTH) and altFINS are exploring a strategic partnership whereby BPTH establishes a Gen2 digital asset treasury - moving beyond passive Bitcoin accumulation toward a multi-asset, systematically managed cryptocurrency portfolio informed by altFINS’ institutional-grade on-chain fundamentals and technical analysis.
This proposal outlines the partnership structure, a phased treasury deployment plan, the specific altFINS capabilities BPTH would leverage, and how BPTH can differentiate itself from first-generation treasury adopters.
| Metric | Value |
| Public companies holding crypto (mid-2026) | ~200+ |
| Collective holdings at peak | $180BN |
Market Context: Gen1 vs. Gen2 Treasury Strategies
Early digital asset treasury adopters (Gen1) followed a simple formula - buy and hold Bitcoin as a reserve asset. MicroStrategy pioneered this; Genius Group (GNS) extended it. While effective in bull markets, Gen1 strategies suffer from single-asset concentration risk, no systematic entry/exit discipline, and inability to capture altcoin alpha.
Gen1 cautionary tale — Genius Group (GNS)
Adopted a Bitcoin-only treasury reserve in late 2024, targeting 1,000 BTC. Faced court injunctions in early 2025 blocking further purchases and was forced to liquidate its entire 84 BTC position in April 2026 to clear $8.5MM in debt. Without a systematic investment framework or risk management layer, the strategy was vulnerable to both regulatory action and balance-sheet stress. GNS is now rebuilding with a broader AI + BTC dual treasury — an implicit move toward Gen2.
Gen2 template — SRx Health Solutions / SRX Global
SRx Health (NYSE American: SRXH) began with a 10% cash-flow allocation to crypto (BTC + ETH + SOL) in mid-2025, then in early 2026 deployed $18M into an "EMJ Gen2" multi-asset model led by Eric Jackson. The Gen2 framework is explicitly active: it combines on-chain research, position sizing, hedging, and capital rotation across market cycles — rather than passive accumulation. SRx completed a full corporate pivot, recently acquiring EMJ Crypto Technologies and CCC Crypto, and rebranded as SRX Global. This is the template BPTH can replicate at its own scale - without the corporate restructuring and massive dilution.
The BPTH + altFINS partnership is designed to deliver Gen2 outcomes - active, research-driven, multi-asset treasury management - without requiring BPTH to build internal crypto expertise from scratch.
Partnership Structure
altFINS provides the data infrastructure, analytical framework, and ongoing research. BPTH retains full custody and decision authority. The relationship is structured as a data and advisory services agreement across three layers:
| Layer | Name | Description |
| Layer 1 | Data & platform access | BPTH receives perpetual enterprise API access to altFINS' full screener, on-chain fundamentals, and 150+ technical indicators across 2,000+ coins |
| Layer 2 | Research & signals | altFINS delivers curated weekly investment reports, AI-generated trade setups, and chart pattern alerts tailored to BPTH's portfolio criteria |
| Layer 3 | Advisory & governance |
altFINS analysts participate in BPTH’s treasury committee, helping define allocation rules, rebalancing triggers, and risk parameters |
How BPTH Would Leverage altFINS
1. Asset Selection - On-Chain Fundamental Screening
Rather than manually researching thousands of tokens, BPTH would use altFINS' screener to systematically filter coins by fundamental on-chain quality metrics before any technical signal is considered.
Key on-chain fundamentals available via altFINS:
· Protocol revenue (daily / 30-day / annualized) and revenue growth rates (7D, 30D, 90D, 180D, 365D),
· Total Value Locked (TVL) and TVL momentum - identifying protocols gaining traction,
· Market Cap / Sales ratio and Market Cap / TVL ratio - valuation vs. fundamentals,
· Circulating supply and fully diluted market cap - assessing inflation risk,
· CMC rank trajectory - tracking rising vs. falling ecosystem status.
Example screen: coins with annualized protocol revenue > $10MM, TVL growth > 20% over 90 days, and Market Cap/Sales ratio below sector median - identifying fundamentally sound, undervalued assets before momentum traders arrive.
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2. Entry Timing — Technical Analysis & AI Signals
Once a coin passes the fundamental screen, altFINS' technical layer identifies optimal entry
points - reducing the timing risk that destroyed many Gen1 treasuries that bought market tops. Technical tools BPTH would use:
· AI Trade Setups - complete entry/stop/target plans for 2,000+ coins, updated continuously,
· AI Chart Patterns - automated detection of 26 pattern types (bull flags, cup-and-handle, triangles, etc.) with up to 84% historical accuracy across 4 timeframes,
· Trend confirmation - short/medium/long-term trend scores plus trend change detection signals,
· Momentum indicators - RSI (9/14/25), MACD, Stochastic RSI, CCI, ADX, Williams %R, Bull/Bear Power,
· Volume analysis - OBV trend, relative volume, VWMA — confirming price moves have
conviction,
· Candlestick pattern library - 30+ automated patterns (Hammer, Engulfing, Morning Star,
Three White Soldiers, etc.).
3. Portfolio Construction - Multi-Asset Allocation Framework
BPTH would adopt a structured allocation model, informed by 2026 institutional best practices and altFINS research:
| Tranche | Target Allocation | Assets | Purpose |
| Core | 40–50% | L1’s including BTC, ETH, other | Long-term capital preservation; institutional credibility |
| Growth | 30–40% | Top 20–50 altcoins screened by altFINS fundamentals | Asymmetric upside; sector rotation (DeFi, L1, AI tokens) |
| Liquidity | 15–20% | Stablecoins (USDC, USDT) |
Dry powder for dip-buying; operational flexibility; yield via lending |
altFINS provides the screener-based watchlist to continuously populate the Growth tranche with candidates meeting both fundamental and technical criteria.
4. Risk Management - Systematic Sell Disciplines
Gen1 failures (including GNS) were partly caused by the absence of systematic exit rules. BPTH would establish altFINS-powered risk triggers:
· Trend reversal alerts - medium/long-term trend change signals trigger position review
· ATR-based stop levels - position sizing and stops anchored to each asset's Average True Range
· Relative performance monitoring - altcoins underperforming BTC on a rolling 30/90-day basis trigger rebalancing review
· Fundamental deterioration flags - protocol revenue declining >30% over 90 days triggers sell evaluation regardless of price action
· Overbought signals - RSI > 80 combined with bearish candlestick patterns (Shooting
Star, Bearish Engulfing) signal profit-taking zones
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5. Reporting & Investor Communications
altFINS provides BPTH with white-label reporting assets - charts, screener exports, on-chain data summaries - that BPTH can incorporate into quarterly filings, press releases, and investor presentations. This positions BPTH’s treasury as transparently managed and data-driven, differentiating it from companies that simply announce BTC or singular crypto purchases with no analytical framework.
Phased Implementation Plan
Phase 1 - Q3 2026 (Months 1-2): Foundation
· Board approval of digital asset treasury policy with defined allocation parameters,
· Execute altFINS enterprise data agreement; integrate API into BPTH treasury workflow,
· Initial capital deployment into Core tranche (BTC + ETH) using altFINS entry-timing signals to avoid top-buying,
· Publish inaugural Digital Asset Treasury Strategy press release referencing altFINS as data partner.
Phase 2 - Late Q3 2026 - Q4 2026 (Months 3-6): Growth Tranche Activation
· First altcoin positions added from altFINS-screened watchlist (fundamental + technical dual-filter),
· Risk management rules codified: stop-loss levels, rebalancing triggers, position limits per asset,
· First quarterly treasury performance report published — including on-chain fundamental rationale for each holding,
· Stablecoin liquidity tranche established; explore yield strategies (lending protocols with high TVL and stable revenue).
Phase 3 - (2027 and Ongoing): Mature Treasury Operations
· Active sector rotation - altFINS revenue and TVL trends used to rotate between DeFi, L1, infrastructure, and AI-token sectors,
· Systematic rebalancing back to target allocations on a monthly or signal-triggered basis,
· Treasury-as-differentiator narrative for BPTH investor relations - regular altFINS-powered research updates shared with shareholders,
· Evaluate co-branded research publications: "BPTH × altFINS Digital Asset Market Outlook",
Phase 4 – (TBD): Merger of Altfins into BPTH and/or spinout IPO to shareholders.
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BPTH Competitive Differentiation
Most small-cap companies entering the crypto treasury space in 2026 are still following the Gen1 playbook - announcing BTC purchases with no systematic framework. BPTH’s partnership with altFINS allows it to position as a data-driven, institutionally managed treasury from day one.
| Dimension | Gen1 (typical) | BPTH + altFINS (Gen2) |
| Asset universe | BTC only | Multi-asset, fundamentally screened |
| Entry discipline | Ad hoc, market-price buys | Technical signal-timed entries |
| Exit / risk rules | None or informal | Systematic - trend, ATR, revenue-based |
| Reporting | "We bought X BTC" | Quarterly on-chain fundamental reports |
| Research partner | None | altFINS - institutional analytics platform |
| Investor narrative | Bitcoin reserve play | Systematic digital asset manager |
Proposed Commercial Terms
· Data & platform license - annual enterprise subscription to altFINS API + screener + AI signals,
· Advisory retainer - monthly fee for altFINS analyst participation in treasury committee meetings and custom research reports,
· Co-marketing — mutual press release at partnership launch; joint investor
presentations; altFINS listed as "data and analytics partner" in BPTH filings,
· Performance alignment (optional) - a small equity or token component tied to treasury AUM growth, aligning altFINS incentives with BPTH treasury outcomes,
· BPTH receives an option to invest up to €2M into altFINS at a €7.4M valuation (pre-money),
· altFINS receives 2.5MM shares of BPTH, subject to certain performance deliverables and milestones.
Specific fee structures are subject to negotiation. altFINS is open to structuring terms that align with BPTH’s current capital constraints, including deferred or performance-linked components.
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Next Steps
| # | Action | Owner | Timeline |
| 1 | Executive alignment meeting — BPTH board + altFINS leadership | Both | July 2026 |
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altFINS platform demo for BPTH treasury/finance team |
altFINS | July 2026 |
| 3 | Draft treasury policy framework for BPTH board approval |
BPTH + altFINS advisory |
August 2026 |
| 4 | Legal review and partnership agreement execution | Both legal teams | August 2026 |
| 5 | Public announcement and Phase 1 capital deployment | Both | Q3 2026 |
This non-binding letter of intent (“LOI”) shall expire on Thursday 07/16/2026 at 5:00pm EDT.
| BIO-PATH HOLDINGS, INC. | ALTFINS, J.S.A. | ||
| /s/ Vikram Grover | /s/ Richard Fetyko | ||
| Vikram Grover | Richard Fetyko | ||
| CEO | CEO |
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