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): February 5, 2018

 

BIO-PATH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-36333 87-0652870

(State or other jurisdiction

of incorporation)

(Commission File Number) (IRS Employer Identification No.)

 

4710 Bellaire Boulevard, Suite 210, Bellaire, Texas 77401
(Address of principal executive offices) (Zip Code)

 

(832) 742-1357

(Registrant’s Telephone Number, Including Area Code)

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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))

 

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. ¨

 

 

 

 

 

Item 3.03. Material Modification to Rights of Security Holders.

 

To the extent required by Item 3.03 of Form 8-K, the information provided in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

At the 2017 Annual Meeting of Stockholders of Bio-Path Holdings, Inc. (the “Company”) held on December 21, 2017, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a ratio of up to 1-for 10, to be determined by the Company’s Board of Directors (the “Board”). The Board subsequently determined to fix the ratio for the reverse stock split at 1-for-10. Thereafter, on February 7, 2018, the Company filed a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, to implement the 1-for-10 reverse split of its Common Stock (the “Reverse Stock Split”). The Reverse Stock Split became effective as of 5:00 p.m. Eastern Time on February 8, 2018 (the “Effective Time”), and the Company’s Common Stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market at the commencement of trading on February 9, 2018 under the Company’s existing symbol “BPTH.” The Company’s Common Stock has been assigned a new CUSIP number of 09057N 201 in connection with the Reverse Stock Split.

 

The Reverse Stock Split is intended to increase the per share trading price of the Company’s shares of Common Stock to satisfy the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market. However, there can be no assurance that the Company can regain compliance with the minimum bid price requirement as a result of the Reverse Stock Split. As a result of the Reverse Stock Split, every 10 shares of the Company’s Common Stock issued and outstanding immediately prior to the Effective Time were consolidated into one issued and outstanding share. In addition, proportionate adjustments will be made to the exercise prices of the Company’s outstanding stock options and warrants and to the number of shares issued and issuable under the Company’s existing stock incentive plans.

 

The Company has retained its transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), to act as its exchange agent for the Reverse Stock Split. AST will provide stockholders of record a letter of transmittal providing instructions for the delivery to AST of their current certificates. AST will be issuing all of the post-split shares through their paperless Direct Registration System, also known as “book-entry form.” AST will hold the shares in an account set up for the stockholder. Stockholders who wish to hold paper certificates may obtain such certificates upon request to AST. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to brokers’ particular processes, and should not be required to take any action in connection with the Reverse Stock Split. No fractional shares of the Company’s Common Stock will be issued in connection with the Reverse Stock Split. If as a result of the Reverse Stock Split, a stockholder of record would otherwise hold a fractional share, the stockholder will receive one whole share in lieu of the issuance of any such fractional share.

 

The foregoing description of the Certificate of Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K.

 

Item 7.01. Regulation FD Disclosure.

 

On February 9, 2018, the Company issued a press release relating to the matters described in Item 5.03 above titled, “Bio-Path Holdings Announces 1-for-10 Reverse Stock Split.” A copy of such press release is attached hereto as Exhibit 99.1.

 

On February 5, 2018, the Company issued a press release titled, “Bio-Path Holdings to Present at the BIO CEO & Investor Conference.” A copy of such press release is attached hereto as Exhibit 99.2.

 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits .

 

Exhibit
Number
Description

 

3.1 Certificate of Amendment to the Certificate of Incorporation of Bio-Path Holdings, Inc.
99.1 Press Release dated February 9, 2018
99.2 Press Release dated February 5, 2018

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  BIO-PATH HOLDINGS, INC.
     
     
Dated: February 9, 2018 By:  /s/ Peter H. Nielsen  
    Peter H. Nielsen
President and Chief Executive Officer

 

 

 

 

EXHIBIT INDEX

 

Exhibit
Number
Description

 

3.1 Certificate of Amendment to the Certificate of Incorporation of Bio-Path Holdings, Inc.
99.1 Press Release dated February 9, 2018
99.2 Press Release dated February 5, 2018

 

 

 

 

 

Exhibit 3.1

 

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 (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 February 8, 2018 (the “ Effective Time ”), each ten (10) 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 (1) 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 Time, represented shares of Common Stock (an “ Old 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 February 8, 2018.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed as of the date set forth below.

 

Dated: February 7, 2018 BIO-PATH HOLDINGS, INC.
     
     
  By:  /s/ Peter H. Nielsen  
    Name: Peter H. Nielsen
Title: President and Chief Executive Officer

 

 

 

 

 

Exhibit 99.1

 

 

Bio-Path Holdings Announces 1-for-10 Reverse Stock Split

 

Shares of Common Stock Will Begin Trading on a Split-Adjusted Basis on February 9, 2018

 

HOUSTON – February 9, 2018 – Bio-Path Holdings, Inc., (NASDAQ: BPTH), a biotechnology company leveraging its proprietary DNAbilize ® antisense RNAi nanoparticle technology to develop a portfolio of targeted nucleic acid cancer drugs, announces a 1-for-10 reverse stock split of its issued and outstanding common stock, which was previously approved by the Company’s Board of Directors and stockholders. The reverse stock split became effective at 5:00 pm Eastern Time on February 8, 2018, and the Company’s shares of common stock will begin trading on a split-adjusted basis on the Nasdaq Capital Market at the commencement of trading on February 9, 2018 under the Company’s existing symbol “BPTH.” The Company’s common stock has been assigned a new CUSIP number of 09057N 201 in connection with the reverse stock split.

 

The reverse stock split is intended to increase the per share trading price of the Company’s shares of common stock to satisfy the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market. As a result of the reverse stock split, every 10 shares of common stock issued and outstanding were consolidated into one issued and outstanding share. The reverse stock split reduced the Company’s issued and outstanding shares of common stock from approximately 113.4 million to approximately 11.3 million. In addition, proportionate adjustments will be made to the exercise prices of the Company’s outstanding stock options and warrants and to the number of shares issued and issuable under the Company’s existing stock incentive plans.

 

The Company has retained its transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), to act as its exchange agent for the reverse split. AST will provide stockholders of record a letter of transmittal providing instructions for the delivery of their current certificates. AST will be issuing all of the post-split shares through their paperless Direct Registration System, also known as “book-entry form.” AST will hold the shares in an account set up for the stockholder. Stockholders who wish to hold paper certificates may obtain such certificates upon request to AST. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to brokers’ particular processes, and will not be required to take any action in connection with the reverse stock split. No fractional shares of common stock will be issued in connection with the reverse stock split. If as a result of the reverse stock split, a stockholder of record would otherwise hold a fractional share, the stockholder will receive one whole share in lieu of the issuance of any such fractional share.

 

About Bio-Path Holdings, Inc.

 

Bio-Path is a biotechnology company developing DNAbilize ® , a novel technology that has yielded a pipeline of RNAi nanoparticle drugs that can be administered with a simple intravenous transfusion. Bio-Path’s lead product candidate, prexigebersen (BP1001, targeting the Grb2 protein), is in a Phase 2 study for blood cancers and in preclinical studies for solid tumors. This is followed by BP1002, targeting the Bcl2 protein, which the company anticipates entering into clinical studies where it will be evaluated in lymphoma and solid tumors.

 

For more information, please visit the Company’s website at http://www.biopathholdings.com.

 

 

 

 

Forward-Looking Statements

 

This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the federal securities laws, including statements regarding the offering, including those relating to the size thereof, the expected net proceeds from the offering, the intended use of proceeds and the timing of the closing of the offering. These statements are based on management’s current expectations and accordingly are subject to uncertainty and changes in circumstances. Any express or implied statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Any statements that are not historical facts contained in this release are forward-looking statements that involve risks and uncertainties, including Bio-Path’s ability to raise needed additional capital on a timely basis in order for it to continue its operations, have success in the clinical development of its technologies, the timing of enrollment and release of data in such clinical studies and the accuracy of such data, limited patient populations of early stage clinical studies and the possibility that results from later stage clinical trials with much larger patient populations may not be consistent with earlier stage clinical trials, and such other risks which are identified in Bio-Path’s most recent Annual Report on Form 10-K and in any subsequent quarterly reports on Form 10-Q. These documents are available on request from Bio-Path Holdings or at www.sec.gov. Bio-Path disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

# # #

 

Contact Information:

 

Will O’Connor

Stern Investor Relations

212-362-1200

will@sternir.com

 

Doug Morris

Investor Relations

Bio-Path Holdings, Inc.

832-742-1369

 

 

 

 

 

Exhibit 99.2

 

 

Bio-Path Holdings to Present at the BIO CEO & Investor Conference

 

HOUSTON—February 5, 2018 – Bio-Path Holdings, Inc., (NASDAQ: BPTH), a biotechnology company leveraging its proprietary DNAbilize ® antisense RNAi nanoparticle technology to develop a portfolio of targeted nucleic acid cancer drugs, today announced that Peter H. Nielsen, Chief Executive Officer, will present a corporate overview at the upcoming BIO CEO & Investor Conference on Monday, February 12, 2018 at 2:45 p.m. ET in New York.

A live webcast of the presentation can be accessed under “Presentations and Publications” in the Media section of the Company’s website at www.biopathholdings.com.

 

About Bio-Path Holdings, Inc.

 

Bio-Path is a biotechnology company developing DNAbilize ® , a novel technology that has yielded a pipeline of RNAi nanoparticle drugs that can be administered with a simple intravenous transfusion. Bio-Path’s lead product candidate, prexigebersen (BP1001, targeting the Grb2 protein), is in a Phase 2 study for blood cancers and in preclinical studies for solid tumors. This is followed by BP1002, targeting the Bcl2 protein, which the company anticipates entering into clinical studies where it will be evaluated in lymphoma and solid tumors.

 

For more information, please visit the Company’s website at http://www.biopathholdings.com.

 

# # #

 

Contact Information:

 

Investors

 

Will O’Connor

Stern Investor Relations, Inc.

212-362-1200

will@sternir.com

 

Doug Morris

Investor Relations

Bio-Path Holdings, Inc.

832-742-1369