BIO-PATH HOLDINGS, INC. (NASDAQ:BPTH) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The disclosure under Item 5.02 below is hereby incorporated by reference into this Item 3.01.
On October 11, 2019, Bio-Path Holdings, Inc. (the “Company”) notified the Nasdaq Stock Market (“Nasdaq”) that due solely to the Director Resignation (as defined below), the Company was temporarily not in compliance with the continued listing requirements as set forth in Nasdaq Listing Rules 5605(b)(1), 5605(c)(2)(A) and 5605(d)(2)(A) regarding the composition of the Company’s board of directors (the “Board”), the Company’s audit committee (the “Audit Committee”) and the Company’s compensation committee (the “Compensation Committee”), respectively, because a majority of the Board was not comprised of Independent Directors (as defined in Nasdaq Listing Rule 5605(a)(2)), the Audit Committee was not comprised of three Independent Directors and the Compensation Committee was not comprised of two Independent Directors. In connection with the Director Resignation, on October 11, 2019, the Board appointed Martina Molsbergen to the Board as an Independent Director and to the Company’s Audit Committee and Compensation Committee, thereby curing such noncompliance.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 10, 2019, Mark P. Colonnese resigned from his position as a member of the Board and all committees of the Board on which he served (the “Director Resignation”). The resignation of Mr. Colonnese was not because of a disagreement with the Company on any matters relating to the Company’s operations, policies, or practices.
On October 11, 2019, Board appointed Martina Molsbergen to the Board to fill the vacancy resulting from the resignation of Mr. Colonnese. The Board also appointed Ms. Molsbergen as a member of the Company’s Audit Committee, Compensation Committee and nominating/corporate governance committee. The Board has determined that Ms. Molsbergen is an Independent Director.
Ms. Molsbergen has more than 25 years of business development and marketing experience, including more than 15 years of business development expertise in cutting edge technology tools and products for biotherapeutics, immunotherapies and regenerative medicine. Since October 2009, Ms. Molsbergen has served as the Chief Executive Officer of C14 Consulting Group, LLC, a private consulting company focused on providing business development support for the biotech, VC and pharmaceutical communities. From 2007 to October 2009, Ms. Molsbergen served as Vice President of Business Development of Crucell Holland BV, a biotechnology company specializing in vaccines and biopharmaceutical technologies. From 2004 to 2007, Ms. Molsbergen served as Vice President of Business Development of Biowa, Inc. Ms. Molsbergen served as Vice President of Business Development of Zetiq Technologies Ltd. from 2002 to 2003 and as Vice President of Pharmaceutical Development Services & Business Development of Patheon Inc. from 1997 to 2001. Ms. Molsbergen holds a B.S. in Chemical Engineering from Drexel University.
In connection with her appointment to the Board, the Company and Ms. Molsbergen agreed to enter into an indemnification agreement in the same form in which the Company has entered into with each of its directors. In addition, Ms. Molsbergen will participate in the Company’s non-employee director compensation programs, as described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 under the heading “Director Compensation.”
There is no arrangement or understanding between Ms. Molsbergen and any other person to which Ms. Molsbergen was appointed as a director. There are no transactions involving Ms. Molsbergen requiring disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On October 15, 2019, the Company issued a press release titled, “Bio-Path Holdings Appoints Martina Molsbergen to Board of Directors.” A copy of such press release is attached hereto as Exhibit 99.1.
|99.1||Press Release dated October 15, 2019|
BIO-PATH HOLDINGS INC Exhibit
EX-99.1 2 tv531057_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Bio-Path Holdings Appoints Martina Molsbergen to Board of Directors Brings 25 Years of Experience in Business Development and Marketing HOUSTON—October 15,…
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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.