BIO-PATH HOLDINGS, INC. (NASDAQ:BPTH) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported, on January 15, 2014, Bio-Path Holdings,
Inc. (the Company) entered into a securities purchase agreement
with certain investors to which the Company agreed, among other
things, to issue warrants (the 2014 Warrants) to purchase up to
2,500,000 shares of common stock of the Company, par value $0.001
(Common Stock), to such investors in a registered direct
offering. Also as previously reported, on June 29, 2016, the
Company entered into a securities purchase agreement with certain
investors to which the Company agreed, among other things, to
issue warrants (the 2016 Warrants and together with the 2014
Warrants, the Original Warrants) to purchase up to 2,941,176
shares of Common Stock to such investors in a registered direct
offering. The exercise price of the 2014 Warrants is $4.74 per
share, and the exercise price of the 2016 Warrants is $2.30 per
share.

On May 21, 2017, the Company entered into Warrant Exercise
Agreements (the Exercise Agreements) with certain holders of the
Original Warrants (the Exercising Holders), which Exercising
Holders own, in the aggregate, Original Warrants exercisable for
4,411,764 shares of Common Stock. to the Exercise Agreements, the
Exercising Holders and the Company agreed that the Exercising
Holders would exercise their Original Warrants with respect to
4,300,000 shares of Common Stock underlying such Original
Warrants for a reduced exercise price equal to $0.38 per share
(the Reduced Exercise Price). The Exercising Holders may also
exercise their Original Warrants for the remaining 111,764 shares
of Common Stock underlying such Original Warrants (the Remaining
Shares) for the Reduced Exercise Price; provided,
however, that, to the extent the Exercising Holders do
not exercise such Original Warrants with respect to the Remaining
Shares within a certain period of time after execution of the
Exercise Agreements, such Original Warrants shall terminate and
no longer be of any force or effect. In addition, the Company
will issue to each Exercising Holder a new warrant (each, a New
Warrant) to purchase shares of Common Stock equal to the number
of shares of Common Stock received by such Exercising Holder upon
exercise of such Exercising Holder’s Original Warrants. The
terms of the New Warrants will be substantially similar to the
terms of the Original Warrants, except that the New Warrants will
(i) be exercisable immediately upon issuance for a period of five
years from the closing date of the Exercise Agreements and (ii)
have an exercise price equal to $0.60 per share.

The issuance of the New Warrants will not be registered under the
Securities Act of 1933, as amended (the Securities Act), or any
state securities laws. The New Warrants will be issued in
reliance on the exemption from registration provided by Section
4(a)(2) under the Securities Act and/or Regulation D promulgated
thereunder. Each Exercising Holder has represented that it is an
accredited investor, as defined in Rule 501 of Regulation D
promulgated under the Securities Act

The Company expects to receive aggregate gross proceeds of
approximately $1.68 million from the exercise of the Original
Warrants by the Exercising Holders. In connection with the
Exercise Agreements, the Company engaged Oppenheimer Co. Inc.
(Oppenheimer) to act as the Company’s financial advisor. The
Company has agreed to pay Oppenheimer a cash fee equal to seven
percent of the aggregate gross proceeds raised in connection with
the Exercise Agreements.

The description of terms and conditions of the New Warrants and
the Exercise Agreements set forth herein do not purport to be
complete and are qualified in their entirety by reference to the
full text of the form of New Warrant and the form of Exercise
Agreement, which are attached hereto as Exhibits 4.1 and 10.1,
respectively.

Item 3.02 Unregistered Sales of Equity
Securities.

The information contained above in Item 1.01 is hereby
incorporated by reference into this Item 3.02.

Item 3.03 Material Modification to Rights of Security
Holders.

The information contained above in Item 1.01 is hereby
incorporated by reference into this Item 3.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

About BIO-PATH HOLDINGS, INC. (NASDAQ:BPTH)

Bio-Path Holdings, Inc. is a clinical and preclinical stage oncology focused antisense drug development company. The Company utilizes a technology that achieves systemic delivery for target specific protein inhibition for any gene product that is over-expressed in disease. Its drug delivery and antisense technology, DNAbilize, is a platform that uses P-ethoxy, a deoxyribonucleic acid backbone modification. Its lead drug candidate, Liposomal Grb2 (BP1001), targets the protein Growth factor receptor-bound protein 2 (Grb2). Its other liposome delivered antisense drug candidate, Liposomal Bcl2 (BP1002), targets the protein B-cell lymphoma 2 (Bcl2). BP1001 is in Phase II clinical trials for acute myeloid leukemia, and for blast phase and accelerated phase chronic myelogenous leukemia. BP1002 is intended to target the lymphoma and certain solid tumor markets. BP1001 is also in preclinical studies for solid tumors, including triple negative breast cancer and inflammatory breast cancer.

BIO-PATH HOLDINGS, INC. (NASDAQ:BPTH) Recent Trading Information

BIO-PATH HOLDINGS, INC. (NASDAQ:BPTH) closed its last trading session 00.000 at 0.476 with 280,604 shares trading hands.