BPTH / Bio-Path Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-

Letter of Ernst & Young LLP, dated August 13, 2025.

Exhibit 16.1 August 13, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated August 13, 2025 of Bio-Path Holdings, Inc., and are in agreement with the statements contained in the first through fourth paragraphs therein. We have no basis to agree or disagree with other statements of the registrant contained th

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): August 13, 2025 BIO-PATH HOLDINGS, INC.

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): June 20, 2025 BIO-PATH HOLDINGS, IN

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): June 20, 2025 BIO-PATH HOLDINGS, INC.

OFFERING CIRCULAR DATED JUNE 2, 2025

TABLE OF CONTENTS  Filed Pursuant to Rule 253(g)(3)  File No. 024-12601 OFFERING CIRCULAR DATED JUNE 2, 2025 Offering Circular 35,714,285 SHARES OF COMMON STOCK 35,714,285 SERIES A COMMON WARRANTS TO PURCHASE UP TO 35,714,285 SHARES OF COMMON STOCK 35,714,285 SHARES OF COMMON STOCK UNDERLYING THE SERIES A COMMON WARRANTS By this offering circular (the “Offering Circular”), Bio-Path Holdings, Inc.,

VIA EDGAR

VIA EDGAR May 27, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C., 20549 Attn: Tim Buchmiller Re: Bio-Path Holdings, Inc. Offering Statement on Form 1-A, as amended File No. 024-12601 Ladies and Gentlemen: Pursuant to Rule 252(e) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), D.

May 27, 2025

May 27, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

May 23, 2025

May 23, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C., 20549 Attn: Tim Buchmiller Re: Bio-Path Holdings, Inc. Offering Statement on Form 1-A, as amended File No. 024-12601 Withdrawal Request for Acceleration Ladies and Gentlemen: We hereby join in the request of Bio-Path Holdings, Inc. (the “Registra

May 23, 2025

May 23, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

May 21, 2024

May 21, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

VIA EDGAR

VIA EDGAR May 21, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C., 20549 Attn: Tim Buchmiller Re: Bio-Path Holdings, Inc. Offering Statement on Form 1-A, as amended File No. 024-12601 Ladies and Gentlemen: Pursuant to Rule 252(e) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), D.

Consent of Independent Registered Public Accounting Firm

Exhibit 11.1 Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption "Experts" and to the use of our report dated March 27, 2025, in the Regulation A Offering Circular (Form 1-A) of Bio-Path Holdings, Inc. /s/ Ernst & Young LLP Houston, Texas May 16, 2025

PRELIMINARY OFFERING CIRCULAR DATED MAY 16, 2025

TABLE OF CONTENTS AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Personal and Confidential

Exhibit 1.1 Personal and Confidential March 6, 2025 Peter Nielsen Chief Executive Officer Bio-Path Holdings, Inc. 4710 Bellaire Blvd, Suite 210 Bellaire, TX 77401 Re: Underwritten Public Offering and/or Private Placement Dear Mr. Nielsen, This letter agreement (the “Agreement”) will confirm that Bio-Path Holdings, Inc. (together with its subsidiaries, the “Company”) has engaged D. Boral Capital LL

May 16, 2025

Exhibit 12.1 May 16, 2025 Bio-Path Holdings, Inc. 4710 Bellaire Boulevard, Suite 210 Bellaire, Texas 77401 Dear Ladies and Gentlemen: We have acted as legal counsel to Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), in connection with the filing of an offering statement on Form 1-A (File No. 024-12601) (as amended, the “Offering Statement”) initially filed with the Securities and

Second Amendment to Lease Agreement, dated April 10, 2025, by and between the Company and HJF Properties, LLC.

Exhibit 10.3 SECOND AMENDMENT TO COMMERCIAL LEASE This Second Amendment to Commercial Lease (this “Amendment”) is executed as of , 2025 (the “Effective Date”), between HJF PROPERTIES, LLC, a Texas limited liability company (“Landlord”), and BIO-PATH HOLDINGS, INC., a Delaware corporation (“Tenant”). Capitalized terms used herein but not defined shall be given the meanings assigned to them in the L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001

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): May 1, 2025 BIO-PATH HOLDINGS, INC.

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): May 1, 2025 BIO-PATH HOLDINGS, INC.

Bio-Path Holdings Achieves Third Pre-Clinical Milestone Confirming Potential of BP1001-A as Treatment for Obesity in Type 2 Diabetes Patients Data suggest BP1001-A prevents fatty acid-induced insulin resistance in cells

Exhibit 99.1 Bio-Path Holdings Achieves Third Pre-Clinical Milestone Confirming Potential of BP1001-A as Treatment for Obesity in Type 2 Diabetes Patients Data suggest BP1001-A prevents fatty acid-induced insulin resistance in cells HOUSTON—May 1, 2025 – Bio-Path Holdings, Inc., (OTCQB:BPTH), a biotechnology company leveraging its proprietary DNAbilize® liposomal delivery and antisense technology

Promissory Note, dated as of April 28, 2025, issued by the Company in favor of the Lender.

  Exhibit 4.1   THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) 

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): April 28, 2025 BIO-PATH HOLDINGS, I

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): April 28, 2025 BIO-PATH HOLDINGS, INC.

Securities Purchase Agreement, dated as of April 28, 2025, by and between the Company and the Lender.

  Exhibit 10.1   SECURITIES PURCHASE AGREEMENT   This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 28, 2025, by and between Bio-Path Holdings, Inc., a Delaware corporation, with its address at 4710 Bellaire Boulevard, Suite 210, Bellaire, Texas 77401 (the “Company”), and QUICK CAPITAL, LLC, a Wyoming limited liability company, with its address at 66 West Flagler Street, 900-#

SECURITIES PURCHASE AGREEMENT

Exhibit 4.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2025, between Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set f

SERIES A COMMON STOCK PURCHASE WARRANT BIO-PATH HOLDINGS, INC.

EX1A-3 HLDRS RTS 3 tm2511906d2ex3-25.htm EXHIBIT 3.25 Exhibit 3.25 SERIES A COMMON STOCK PURCHASE WARRANT BIO-PATH HOLDINGS, INC. Warrant Shares: Issue Date: , 2025 THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set for

PRELIMINARY OFFERING CIRCULAR DATED APRIL 11, 2025

PART II AND III 2 tm2511906-1partiiandiii.htm PART II AND III TABLE OF CONTENTS AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERIN

Consent of Independent Registered Public Accounting Firm

Exhibit 11.1 Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption "Experts" and to the use of our report dated March 27, 2025, in the Regulation A Offering Circular (Form 1-A) of Bio-Path Holdings, Inc. /s/ Ernst & Young LLP Houston, Texas April 11, 2025

4710 Bellaire Boulevard, Suite 210 Bellaire, Texas 77401 (832) 742-1357

4710 Bellaire Boulevard, Suite 210 Bellaire, Texas 77401 (832) 742-1357 April 9, 2025 VIA EDGAR U.

Promissory Note, dated as of March 28, 2025, issued by the Company in favor of the Lender.

Exhibit 4.1 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN E

Bio-Path Holdings Reports Full Year 2024 Financial Results Reports Continued Progress Across Both Obesity and Oncology Franchises

Exhibit 99.1 Bio-Path Holdings Reports Full Year 2024 Financial Results Reports Continued Progress Across Both Obesity and Oncology Franchises HOUSTON—March 28, 2025 – Bio-Path Holdings, Inc., (OTCQB:BPTH), a biotechnology company leveraging its proprietary DNAbilize® antisense RNAi nanoparticle technology to develop a portfolio of targeted nucleic acid cancer and obesity drugs, today announced it

Securities Purchase Agreement, dated as of March 28, 2025, by and between the Company and the Lender.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 28, 2025, by and between Bio-Path Holdings, Inc., a Delaware corporation, with its address at 4710 Bellaire Boulevard, Suite 210, Bellaire, Texas 77401 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 6

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): March 28, 2025 BIO-PATH HOLDINGS, I

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): March 28, 2025 BIO-PATH HOLDINGS, INC.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 28, 2025 BIO-PATH HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-363

Insider Trading Policy.

Exhibit 19.1 BIO-PATH HOLDINGS, INC. INSIDER TRADING POLICY Effective as of June 29, 2019 This Insider Trading Policy (this “Policy”) of Bio-Path Holdings, Inc. describes the standards of Bio-Path Holdings, Inc. and its subsidiaries (collectively, the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in posses

Bio-Path Holdings Announces Pre-Clinical Results Signaling Increased Potential for BP1001-A as Treatment for Obesity in Type 2 Diabetes Patients Recent Pre-Clinical Studies Showed BP1001-A Attenuated Fatty Acid-Induced Insulin Resistance and Restored

Exhibit 99.1 Bio-Path Holdings Announces Pre-Clinical Results Signaling Increased Potential for BP1001-A as Treatment for Obesity in Type 2 Diabetes Patients Recent Pre-Clinical Studies Showed BP1001-A Attenuated Fatty Acid-Induced Insulin Resistance and Restored Insulin Sensitivity in Muscle Progenitor and Skeletal Muscle Fiber Cell Models HOUSTON—March 18, 2025 – Bio-Path Holdings, Inc., (OTCQB:

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): March 18, 2025 BIO-PATH HOLDINGS, I

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): March 18, 2025 BIO-PATH HOLDINGS, INC.

Promissory Note, dated as of March 6, 2025, issued by the Company in favor of the Lender.

Exhibit 4.1 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN E

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): March 6, 2025 BIO-PATH HOLDINGS, IN

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): March 6, 2025 BIO-PATH HOLDINGS, INC.

Securities Purchase Agreement, dated as of March 6, 2025, by and between the Company and the Lender.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 6, 2025, by and between Bio-Path Holdings, Inc., a Delaware corporation, with its address at 4710 Bellaire Boulevard, Suite 210, Bellaire, Texas 77401 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 62

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 14, 2025 BIO-PATH HOLDINGS

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 14, 2025 BIO-PATH HOLDINGS, INC.

Form of Pre-Funded Warrant.

Exhibit 4.27 PRE-FUNDED COMMON STOCK PURCHASE WARRANT BIO-PATH HOLDINGS, INC. Warrant Shares: Issue Date: , 2025 Initial Exercise Date: ,2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or

Form of Securities Purchase Agreement.

Exhibit 10.41 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2025, between Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Bio-Path Holdings, Inc.

As filed with the Securities and Exchange Commission on February 12, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 12, 2025 Registration No.

Form of Series C Warrant

Exhibit 4.26 SERIES C COMMON STOCK PURCHASE WARRANT BIO-PATH HOLDINGS, INC. Warrant Shares:   Issue Date: , 2025 THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received,                                     or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time

Form of Series A Warrant.

Exhibit 4.24 SERIES A COMMON STOCK PURCHASE WARRANT BIO-PATH HOLDINGS, INC. Warrant Shares: Issue Date: , 2025 THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Stockholder Approval

Form of Series B Warrant

Exhibit 4.25 SERIES B COMMON STOCK PURCHASE WARRANT BIO-PATH HOLDINGS, INC. Warrant Shares: Issue Date: , 2025             THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Stockhold

Form of Placement Agent Warrant.

Exhibit 4.28 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT BIO-PATH HOLDINGS, INC. Warrant Shares: Issue Date: , 2025 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Stockho

As filed with the Securities and Exchange Commission on January 17, 2025

Table of Contents As filed with the Securities and Exchange Commission on January 17, 2025 Registration No.

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Bio-Path Holdings, Inc.

Bio-Path Holdings Provides 2025 Clinical and Operational Update Advancing Multiple Programs in Areas of Significant Unmet Medical Need Several Milestones Across Clinical Development Pipeline Expected in 2025

Exhibit 99.1 Bio-Path Holdings Provides 2025 Clinical and Operational Update Advancing Multiple Programs in Areas of Significant Unmet Medical Need Several Milestones Across Clinical Development Pipeline Expected in 2025 HOUSTON—January 10, 2025 – Bio-Path Holdings, Inc., (NASDAQ:BPTH), a biotechnology company leveraging its proprietary DNAbilize® liposomal delivery and antisense technology to dev

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 10, 2025 BIO-PATH HOLDINGS, INC.

Bio-Path Holdings Announces Preclinical Testing of BP1001-A as Potential Treatment for Obesity in Type 2 Diabetes Patients Enhances Insulin Sensitivity Preclinical Studies Confirmed BP1001-A Mechanism of Action and Therapeutic Potential in Obesity an

Exhibit 99.1 Bio-Path Holdings Announces Preclinical Testing of BP1001-A as Potential Treatment for Obesity in Type 2 Diabetes Patients Enhances Insulin Sensitivity Preclinical Studies Confirmed BP1001-A Mechanism of Action and Therapeutic Potential in Obesity and Type 2 Diabetes HOUSTON—December 19, 2024 – Bio-Path Holdings, Inc., (NASDAQ:BPTH), a biotechnology company leveraging its proprietary

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): December 19, 2024 BIO-PATH HOLDINGS

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): December 19, 2024 BIO-PATH HOLDINGS, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): December 12, 2024 BIO-PATH HOLDINGS, INC.

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).

Exhibit 10.1 FIRST AMENDMENT TO BIO-PATH HOLDINGS, INC. 2022 STOCK INCENTIVE PLAN This First Amendment (the “First Amendment”) to that certain Bio-Path Holdings, Inc. 2022 Stock Incentive Plan (the “Plan”) of Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), is adopted as of October 16, 2024, subject to the approval of the stockholders of the Company. All capitalized and undefined t

Bio-Path Holdings Outlines Rationale for Development of BP1001-A as Potential Treatment for Obesity in Type 2 Diabetes Patients Extensive Scientific Evidence Supporting Growth Factor Receptor Bound Protein-2 (Grb2) as Fundamental Link in Insulin Resi

Exhibit 99.1 Bio-Path Holdings Outlines Rationale for Development of BP1001-A as Potential Treatment for Obesity in Type 2 Diabetes Patients Extensive Scientific Evidence Supporting Growth Factor Receptor Bound Protein-2 (Grb2) as Fundamental Link in Insulin Resistance Reallocates Resources to Metabolic Program and Discontinues Enrollment in Phase 1 Study of BP1002 to Treat Relapsed/Refractory Lym

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 11, 2024 BIO-PATH HOLDINGS, INC.

Financial Statements and Exhibits, Other Events

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): November 19, 2024 BIO-PATH HOLDINGS, INC.

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): November 15, 2024 BIO-PATH HOLDINGS

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): November 15, 2024 BIO-PATH HOLDINGS, INC.

Bio-Path Holdings Reports Third Quarter 2024 Financial Results Expands DNAbilize® Technology Beyond Oncology into Obesity Conference Call to be Held Today at 8:30 A.M. ET

Exhibit 99.1 Bio-Path Holdings Reports Third Quarter 2024 Financial Results Expands DNAbilize® Technology Beyond Oncology into Obesity Conference Call to be Held Today at 8:30 A.M. ET HOUSTON—November 15, 2024 – 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

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).

Exhibit 10.3 SECOND AMENDMENT TO LEASE AGREEMENT This Second Amendment to Lease Agreement (this “Amendment”) is made and entered on October 23, 2024, by and between MARK FOWLER, an individual, NOT IN HIS OWN RIGHT BUT SOLELY IN HIS CAPACITY AS COURT APPOINTED RECEIVER, pursuant to that certain Agreed Order Appointing Receiver (the “Order”) entered June 13, 2024, by the 61st Judicial District Court

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:

BPTH / Bio-Path Holdings, Inc. / INTRACOASTAL CAPITAL, LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bio-Path Holdings, Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 09057N4097 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

BPTH / Bio-Path Holdings, Inc. / Hudson Bay Capital Management LP - BPTH 13G/A Passive Investment

SC 13G/A 1 bpth13ga.htm BPTH 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bio-Path Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 09057N409 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

17,757,844 Shares of Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-282702   PROSPECTUS 17,757,844 Shares of Common Stock The selling stockholders named in this prospectus may use this prospectus to offer and resell from time to time up to 17,757,844 shares of our common stock, par value $0.001 per share, which are comprised of (i) 4,597,702 shares (the “Pre-Funded Warrant Shares”) of our co

October 21, 2024

CORRESP 1 filename1.htm October 21, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Bio-Path Holdings, Inc. Registration Statement on Form S-3 File No. 333-282702 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective dat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

PRE 14A 1 tmb-20241212xpre14a.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check

As filed with the U.S. Securities and Exchange Commission on October 17, 2024

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on October 17, 2024 Registration No. 333-       UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BIO-PATH HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Delaware 87-0652870 (State or other jurisdiction of incorpor

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Bio-Path Holdings, Inc.

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).

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

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): October 8, 2024 BIO-PATH HOLDINGS,

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): October 8, 2024 BIO-PATH HOLDINGS, INC.

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).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 8, 2024, between Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condition

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).

Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Bio-Path Holdings Announces Closing of $4.0 Million Private Placement Priced At-the-Market Under Nasdaq Rules

Exhibit 99.3 Bio-Path Holdings Announces Closing of $4.0 Million Private Placement Priced At-the-Market Under Nasdaq Rules HOUSTON – October 10, 2024 – Bio-Path Holdings, Inc. (NASDAQ:BPTH) (“Bio-Path” or the “Company”), a biotechnology company leveraging its proprietary DNAbilize® liposomal delivery and antisense technology to develop a portfolio of targeted nucleic acid cancer drugs, today annou

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).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Bio-Path Holdings Announces $4.0 Million Private Placement Priced At-the-Market Under Nasdaq Rules

Exhibit 99.2 Bio-Path Holdings Announces $4.0 Million Private Placement Priced At-the-Market Under Nasdaq Rules HOUSTON – October 8, 2024 – Bio-Path Holdings, Inc. (NASDAQ:BPTH) (“Bio-Path” or the “Company”), a biotechnology company leveraging its proprietary DNAbilize® liposomal delivery and antisense technology to develop a portfolio of targeted nucleic acid cancer drugs, today announced that it

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).

Exhibit 10.2 EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 8, 2024, by and between Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the

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).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Bio-Path Holdings Initiates Development of Therapeutic Program for Treatment of Obesity Company Also Announces Completion of Enrollment for Third Dosing Cohort of Phase 1/1b Clinical Trial of BP1002 in Venetoclax-Resistant Acute Myeloid Leukemia (AML

Exhibit 99.1 Bio-Path Holdings Initiates Development of Therapeutic Program for Treatment of Obesity Company Also Announces Completion of Enrollment for Third Dosing Cohort of Phase 1/1b Clinical Trial of BP1002 in Venetoclax-Resistant Acute Myeloid Leukemia (AML) Patients HOUSTON – October 8, 2024 – Bio-Path Holdings, Inc., (NASDAQ:BPTH), a biotechnology company leveraging its proprietary DNAbili

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): September 12, 2024 BIO-PATH HOLDING

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): September 12, 2024 BIO-PATH HOLDINGS, INC.

Bio-Path Holdings Reports Solid Tumor Patient Response Supporting BP1001-A’s Compelling Potential as Treatment for Advanced Solid Tumors First Solid Tumor Patient Treated with Second, Higher Dose in Phase 1/1b BP1001-A Clinical Trial Experienced Tumo

Exhibit 99.1 Bio-Path Holdings Reports Solid Tumor Patient Response Supporting BP1001-A’s Compelling Potential as Treatment for Advanced Solid Tumors First Solid Tumor Patient Treated with Second, Higher Dose in Phase 1/1b BP1001-A Clinical Trial Experienced Tumor Reduction and Continued Stable Disease Reports Continued Patient Progress from Phase 2 Triple Combination Study of Prexigebersen in Acu

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): August 21, 2024 BIO-PATH HOLDINGS,

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): August 21, 2024 BIO-PATH HOLDINGS, INC.

Bio-Path Holdings Reports Second Quarter 2024 Financial Results Conference Call to be Held Today at 8:30 A.M. ET

Exhibit 99.1 Bio-Path Holdings Reports Second Quarter 2024 Financial Results Conference Call to be Held Today at 8:30 A.M. ET HOUSTON—August 15, 2024 – 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 its financial results for the

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): August 15, 2024 BIO-PATH HOLDINGS,

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): August 15, 2024 BIO-PATH HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-

Bio-Path Holdings Provides Clinical Update and Expansion Plans Marks Meaningful Progress Across Key Clinical Trials in Multiple Cancer Indications Completes Development of Oncology Molecular Biomarkers and Prepares for Preclinical Obesity Studies

Exhibit 99.1 Bio-Path Holdings Provides Clinical Update and Expansion Plans Marks Meaningful Progress Across Key Clinical Trials in Multiple Cancer Indications Completes Development of Oncology Molecular Biomarkers and Prepares for Preclinical Obesity Studies HOUSTON – July 8, 2024 – Bio-Path Holdings, Inc., (NASDAQ:BPTH), a biotechnology company leveraging its proprietary DNAbilize® liposomal del

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): July 8, 2024 BIO-PATH HOLDINGS, INC

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): July 8, 2024 BIO-PATH HOLDINGS, INC.

5,565,612 Shares of Common Stock

TABLE OF CONTENTS   Filed Pursuant to Rule 424(b)(3)  Registration No. 333-280130 PROSPECTUS 5,565,612 Shares of Common Stock The selling stockholders named in this prospectus may use this prospectus to offer and resell from time to time up to 5,565,612 shares of our common stock, par value $0.001 per share, which are comprised of (i) 180,000 shares (the “Shares”) of our common stock issued in a p

Bio-Path Holdings Presents Data from Ongoing Phase 2 Combination Study of Prexigebersen for Treatment of Acute Myeloid Leukemia at European Hematology Association Congress Encore Presentation Highlights Positive Results from Interim Analysis Demonstr

Exhibit 99.1 Bio-Path Holdings Presents Data from Ongoing Phase 2 Combination Study of Prexigebersen for Treatment of Acute Myeloid Leukemia at European Hematology Association Congress Encore Presentation Highlights Positive Results from Interim Analysis Demonstrating Significant Clinical Improvement and Tolerable Safety Profile for Prexigebersen Combination in High-Risk Patients HOUSTON—June 14,

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): June 14, 2024 BIO-PATH HOLDINGS, IN

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): June 14, 2024 BIO-PATH HOLDINGS, INC.

Other Events

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): June 12, 2024 BIO-PATH HOLDINGS, INC.

June 13, 2024

June 13, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Bio-Path Holdings, Inc.

As filed with the U.S. Securities and Exchange Commission on June 11, 2024

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on June 11, 2024 Registration No. 333-      UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BIO-PATH HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Delaware 87-0652870 (State or other jurisdiction of incorporatio

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).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

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).

Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

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).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

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).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 3, 2024, between Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions s

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).

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Bio-Path Holdings Announces $4.0 Million Private Placement Priced At-the-Market Under Nasdaq Rules

Exhibit 99.1 Bio-Path Holdings Announces $4.0 Million Private Placement Priced At-the-Market Under Nasdaq Rules HOUSTON – June 4, 2024 – Bio-Path Holdings, Inc. (NASDAQ:BPTH) (“Bio-Path” or the “Company”), a biotechnology company leveraging its proprietary DNAbilize® liposomal delivery and antisense technology to develop a portfolio of targeted nucleic acid cancer drugs, today announced that it ha

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 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 3, 2024, by and between Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Pu

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): June 3, 2024 BIO-PATH HOLDINGS, INC.

Bio-Path Holdings Presents Data from Ongoing Phase 2 Combination Study of Prexigebersen for Treatment of Acute Myeloid Leukemia at American Society of Clinical Oncology (ASCO) Annual Meeting Positive Results from Interim Analysis Demonstrate Signific

Exhibit 99.1 Bio-Path Holdings Presents Data from Ongoing Phase 2 Combination Study of Prexigebersen for Treatment of Acute Myeloid Leukemia at American Society of Clinical Oncology (ASCO) Annual Meeting Positive Results from Interim Analysis Demonstrate Significant Clinical Improvement and Tolerable Safety Profile for Prexigebersen Combination in High-Risk Patients HOUSTON—June 3, 2024 – Bio-Path

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): June 3, 2024 BIO-PATH HOLDINGS, INC

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): June 3, 2024 BIO-PATH HOLDINGS, INC.

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 23, 2024 BIO-PATH HOLDINGS, INC.

Bio-Path Holdings to Present Data at 2024 European Hematology Association Congress Presentation Includes Positive Results from Interim Analysis of Phase 2 Clinical Trial of Prexigebersen in Acute Myeloid Leukemia (AML)

Exhibit 99.2 Bio-Path Holdings to Present Data at 2024 European Hematology Association Congress Presentation Includes Positive Results from Interim Analysis of Phase 2 Clinical Trial of Prexigebersen in Acute Myeloid Leukemia (AML) HOUSTON—May 24, 2024 – Bio-Path Holdings, Inc., (NASDAQ:BPTH), a biotechnology company leveraging its proprietary DNAbilize® liposomal delivery and antisense technology

Bio-Path Holdings to Present Data at American Society of Clinical Oncology (ASCO) Annual Meeting Presentation Includes Positive Results from Interim Analysis of Phase 2 Clinical Trial of Prexigebersen in Acute Myeloid Leukemia (AML)

Exhibit 99.1 Bio-Path Holdings to Present Data at American Society of Clinical Oncology (ASCO) Annual Meeting Presentation Includes Positive Results from Interim Analysis of Phase 2 Clinical Trial of Prexigebersen in Acute Myeloid Leukemia (AML) HOUSTON—May 23, 2024 – Bio-Path Holdings, Inc., (NASDAQ:BPTH), a biotechnology company leveraging its proprietary DNAbilize® liposomal delivery and antise

Bio-Path Holdings Reports First Quarter 2024 Financial Results Marks Progress Across Key Clinical and Corporate Goals Strengthened Balance Sheet with $3.5 Million Conference Call to be Held Today at 8:30 A.M. ET

Exhibit 99.1 Bio-Path Holdings Reports First Quarter 2024 Financial Results Marks Progress Across Key Clinical and Corporate Goals Strengthened Balance Sheet with $3.5 Million Conference Call to be Held Today at 8:30 A.M. ET HOUSTON—May 15, 2024 – Bio-Path Holdings, Inc., (NASDAQ:BPTH), a biotechnology company leveraging its proprietary DNAbilize® antisense RNAi nanoparticle technology to develop

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): May 15, 2024 BIO-PATH HOLDINGS, INC

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): May 15, 2024 BIO-PATH HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001

April 30, 2024

April 30, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Bio-Path Holdings, Inc.

As filed with the Securities and Exchange Commission on April 24, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 24, 2024 Registration No.

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).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 18, 2024, between Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions

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): April 19, 2024 BIO-PATH HOLDINGS, I

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): April 19, 2024 BIO-PATH HOLDINGS, INC.

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): April 18, 2024 BIO-PATH HOLDINGS, I

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): April 18, 2024 BIO-PATH HOLDINGS, INC.

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).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Placement Agent Common Stock Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on April 19, 2024).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

UP TO $1,107,871 SHARES OF COMMON STOCK

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333- 265282 PROSPECTUS SUPPLEMENT (To Prospectus dated June 14, 2022) UP TO $1,107,871 SHARES OF COMMON STOCK We have entered into an At The Market Offering Agreement (the “Offering Agreement”), dated April 4, 2024, with H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”), relating to shares of our common stock, par value

375,000 SHARES OF COMMON STOCK

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration Statement No. 333-265282 PROSPECTUS SUPPLEMENT (To Prospectus dated June 14, 2022) 375,000 SHARES OF COMMON STOCK Pursuant to this prospectus supplement and the accompanying prospectus, we are offering to certain institutional accredited investors 375,000 shares of our common stock, par value $0.001 per share. In a concurrent privat

Bio-Path Holdings, Inc. Announces $1.2 Million Registered Direct Offering Priced At-the- Market Under Nasdaq Rules

Exhibit 99.1 Bio-Path Holdings, Inc. Announces $1.2 Million Registered Direct Offering Priced At-the- Market Under Nasdaq Rules HOUSTON, April 18, 2024 – Bio-Path Holdings, Inc., (Nasdaq: BPTH) (the “Company” or “Bio-Path”), a biotechnology company leveraging its proprietary DNAbilize® antisense RNAi nanoparticle technology to develop a portfolio of targeted nucleic acid cancer drugs, today announ

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): April 18, 2024 BIO-PATH HOLDINGS, I

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): April 18, 2024 BIO-PATH HOLDINGS, INC.

Bio-Path Holdings Announces Successful Completion of Higher Dose Second Cohort in Phase 1/1b Clinical Trial of BP1002 in Refractory/Relapsed Acute Myeloid Leukemia (AML) Patients BP1002 Offers Unique Opportunity for Venetoclax-Resistant AML Patients

Exhibit 99.1 Bio-Path Holdings Announces Successful Completion of Higher Dose Second Cohort in Phase 1/1b Clinical Trial of BP1002 in Refractory/Relapsed Acute Myeloid Leukemia (AML) Patients BP1002 Offers Unique Opportunity for Venetoclax-Resistant AML Patients Utilizing RNAi to Limit AML Cell’s Ability to Produce Cancer Enabling Bcl-2 Protein HOUSTON – April 18, 2024 – Bio-Path Holdings, Inc., (

Bio-Path Holdings Expands Global Patent Portfolio Builds on Global Intellectual Property Portfolio to Protect DNAbilize® Platform

Exhibit 99.1 Bio-Path Holdings Expands Global Patent Portfolio Builds on Global Intellectual Property Portfolio to Protect DNAbilize® Platform HOUSTON – April 15, 2024 – Bio-Path Holdings, Inc., (NASDAQ:BPTH), a biotechnology company leveraging its proprietary DNAbilize® liposomal delivery and antisense technology to develop a portfolio of targeted nucleic acid cancer drugs, today announced the re

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): April 15, 2024 BIO-PATH HOLDINGS, I

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): April 15, 2024 BIO-PATH HOLDINGS, INC.

UP TO $2,000,000 SHARES OF COMMON STOCK

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333- 265282 PROSPECTUS SUPPLEMENT (To Prospectus dated June 14, 2022) UP TO $2,000,000 SHARES OF COMMON STOCK We have entered into an At The Market Offering Agreement (the “Offering Agreement”), dated April 4, 2024, with H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”), relating to shares of our common stock, par value

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).

  Exhibit 10.1   AT THE MARKET OFFERING AGREEMENT   April 4, 2024   H.C. Wainwright & Co., LLC 430 Park Avenue, 3rd Floor New York, New York 10022   Ladies and Gentlemen:         Bio-Path Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:   1.             Definitio

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): April 4, 2024 BIO-PATH HOLDINGS, IN

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): April 4, 2024 BIO-PATH HOLDINGS, INC.

Exhibit 1

EX-99.1 2 ea020328101ex99-1biopath.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing a

BPTH / Bio-Path Holdings, Inc. / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bio-Path Holdings, Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 09057N4097 (CUSIP Number) March 25, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

Bio-Path Holdings Provides 2024 Clinical and Operational Update Clinical Advances Across Multiple Programs with Several Milestones

Exhibit 99.1 Bio-Path Holdings Provides 2024 Clinical and Operational Update Clinical Advances Across Multiple Programs with Several Milestones HOUSTON – April 2, 2024 – Bio-Path Holdings, Inc., (NASDAQ:BPTH), a biotechnology company leveraging its proprietary DNAbilize® liposomal delivery and antisense technology to develop a portfolio of targeted nucleic acid cancer drugs, today provides a clini

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): April 2, 2024 BIO-PATH HOLDINGS, IN

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): April 2, 2024 BIO-PATH HOLDINGS, INC.

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): March 27, 2024 BIO-PATH HOLDINGS, I

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): March 27, 2024 BIO-PATH HOLDINGS, INC.

75,000 SHARES OF COMMON STOCK

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-265282 PROSPECTUS SUPPLEMENT (To Prospectus dated June 14, 2022) 75,000 SHARES OF COMMON STOCK Pursuant to this prospectus supplement and the accompanying prospectus, we are offering to a certain institutional accredited investor 75,000 shares of our common stock, par value $0.001 per share. In a concurrent private placement

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).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 25, 2024, between Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions

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).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

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).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

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): March 25, 2024 BIO-PATH HOLDINGS, I

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): March 25, 2024 BIO-PATH HOLDINGS, INC.

4710 Bellaire Boulevard, Suite 210 Bellaire, Texas 77401 (832) 742-1357

4710 Bellaire Boulevard, Suite 210 Bellaire, Texas 77401 (832) 742-1357 March 25, 2024 VIA EDGAR U.

As filed with the Securities and Exchange Commission on March 13, 2024

As filed with the Securities and Exchange Commission on March 13, 2024 Registration No.

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): March 12, 2024 BIO-PATH HOLDINGS, I

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): March 12, 2024 BIO-PATH HOLDINGS, INC.

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): March 8, 2024 BIO-PATH HOLDINGS, IN

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): March 8, 2024 BIO-PATH HOLDINGS, INC.

BIO-PATH HOLDINGS REPORTS FULL YEAR 2023 FINANCIAL RESULTS Conference Call to be Held Today at 8:30 A.M. ET

Exhibit 99.1 BIO-PATH HOLDINGS REPORTS FULL YEAR 2023 FINANCIAL RESULTS Conference Call to be Held Today at 8:30 A.M. ET HOUSTON—March 8, 2024 – Bio-Path Holdings, Inc., (NASDAQ:BPTH), a biotechnology company leveraging its proprietary DNAbilize® liposomal delivery and antisense technology to develop a portfolio of targeted nucleic acid cancer drugs, today announced its financial results for the y

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): March 8, 2024 BIO-PATH HOLDINGS, IN

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): March 8, 2024 BIO-PATH HOLDINGS, INC.

Form of Warrant Agency Agreement.

Exhibit 4.23 BIO-PATH HOLDINGS, INC. and EQUINITI TRUST COMPANY, LLC, as Warrant Agent Warrant Agency Agreement Dated as of [●] WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [●] (“Agreement”), between Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”). WITNESSETH WHEREAS

Form of Placement Agency Agreement.

Exhibit 10.39 PLACEMENT AGENCY AGREEMENT [ ], 2024 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $[ ] of registered securities of the Company, consisting of [ ] sha

As filed with the Securities and Exchange Commission on March 8, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 8, 2024 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Bio-Path Holdings, Inc.

Form of Common Warrant.

Exhibit 4.21 COMMON STOCK PURCHASE WARRANT BIO-PATH HOLDINGS, INC. Warrant Shares: Initial Exercise Date: [ ], 2024 CUSIP: ISIN: THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (

Form of Securities Purchase Agreement.

Exhibit 10.40 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2024, between Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set

Form of Pre-Funded Warrant.

Exhibit 4.22 PRE-FUNDED COMMON STOCK PURCHASE WARRANT BIO-PATH HOLDINGS, INC. Warrant Shares: Initial Exercise Date: [ ], 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date

Executive Compensation Recoupment Policy.

Exhibit 97 BIO-PATH HOLDINGS, INC. EXECUTIVE COMPENSATION RECOUPMENT POLICY Introduction The Board of Directors (the “Board”) of Bio-Path Holdings, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosop

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-363

4710 Bellaire Boulevard, Suite 210 Bellaire, Texas 77401 (832) 742-1357

4710 Bellaire Boulevard, Suite 210 Bellaire, Texas 77401 (832) 742-1357 February 29, 2024 VIA EDGAR U.

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).

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 C

Bio-Path Holdings Announces 1-for-20 Reverse Stock Split Shares of Common Stock Will Begin Trading on a Split-Adjusted Basis on February 23, 2024

Exhibit 99.1 Bio-Path Holdings Announces 1-for-20 Reverse Stock Split Shares of Common Stock Will Begin Trading on a Split-Adjusted Basis on February 23, 2024 HOUSTON – February 21, 2024 – Bio-Path Holdings, Inc. (NASDAQ: BPTH) (the “Company”), a biotechnology company leveraging its proprietary DNAbilize® antisense RNAi nanoparticle technology to develop a portfolio of targeted nucleic acid cancer

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 21, 2024 BIO-PATH HOLDINGS

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 21, 2024 BIO-PATH HOLDINGS, INC.

BPTH / Bio-Path Holdings, Inc. / Hudson Bay Capital Management LP - BPTH 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Bio-Path Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 09057N300 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

Submission of Matters to a Vote of Security Holders

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): January 30, 2024 BIO-PATH HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confi

As filed with the Securities and Exchange Commission on January 23, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 23, 2024 Registration No.

Form of Placement Agency Agreement.

Exhibit 10.39 PLACEMENT AGENCY AGREEMENT [ ], 2024 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $[ ] of registered securities of the Company, consisting of [ ] sha

Form of Pre-Funded Warrant.

Exhibit 4.22 PRE-FUNDED COMMON STOCK PURCHASE WARRANT BIO-PATH HOLDINGS, INC. Warrant Shares: Initial Exercise Date: [ ], 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Bio-Path Holdings, Inc.

Form of Warrant Agency Agreement.

Exhibit 4.23 BIO-PATH HOLDINGS, INC. and EQUINITI TRUST COMPANY, LLC, as Warrant Agent Warrant Agency Agreement Dated as of [●] WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [●] (“Agreement”), between Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”). WITNESSETH WHEREAS

Form of Common Warrant.

Exhibit 4.21 COMMON STOCK PURCHASE WARRANT BIO-PATH HOLDINGS, INC. Warrant Shares: Initial Exercise Date: [ ], 2024 CUSIP: ISIN: THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (

Form of Securities Purchase Agreement.

Exhibit 10.40 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2024, between Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set

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): January 22, 2024 BIO-PATH HOLDINGS,

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): January 22, 2024 BIO-PATH HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confide

Bio-Path Holdings Announces Completion of First Dose Cohort in Phase 1 Clinical Trial Evaluating BP1002 to Treat Refractory/Relapsed Lymphoma and Refractory/Relapsed Chronic Lymphocytic Leukemia Patients Targeting Bcl-2 Protein Offers Potential Treat

Exhibit 99.1 Bio-Path Holdings Announces Completion of First Dose Cohort in Phase 1 Clinical Trial Evaluating BP1002 to Treat Refractory/Relapsed Lymphoma and Refractory/Relapsed Chronic Lymphocytic Leukemia Patients Targeting Bcl-2 Protein Offers Potential Treatment for Patients Who Have Failed or Relapsed from Venetoclax-Based Frontline Therapy HOUSTON – January 10, 2024 – Bio-Path Holdings, Inc

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 10, 2024 BIO-PATH HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy

As filed with the Securities and Exchange Commission on December 22, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 22, 2023 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Bio-Path Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy

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): December 14, 2023 BIO-PATH HOLDINGS

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): December 14, 2023 BIO-PATH HOLDINGS, INC.

Bio-Path Holdings Successfully Completes First Dose Cohort of Phase 1/1b Clinical Trial of BP1002 in Refractory/Relapsed Acute Myeloid Leukemia BP1002 Offers Unique Opportunity for Venetoclax-Resistant Patients by Utilizing RNAi to Limit Cells’ Abili

Exhibit 99.1 Bio-Path Holdings Successfully Completes First Dose Cohort of Phase 1/1b Clinical Trial of BP1002 in Refractory/Relapsed Acute Myeloid Leukemia BP1002 Offers Unique Opportunity for Venetoclax-Resistant Patients by Utilizing RNAi to Limit Cells’ Ability to Produce Bcl-2 Protein HOUSTON – December 14, 2023 – Bio-Path Holdings, Inc., (NASDAQ: BPTH) a biotechnology company leveraging its

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): December 14, 2023 BIO-PATH HOLDINGS

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): December 14, 2023 BIO-PATH HOLDINGS, INC.

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).

Exhibit 3.1 BIO-PATH HOLDINGS, INC. (a Delaware corporation) (the “Company”) AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED BYLAWS Pursuant to Section 8.4 of the First Amended and Restated Bylaws (the “Bylaws”) of the Company, the Bylaws were amended by unanimous approval of the members of the Board of Directors of the Company as follows: 1.Section 2.5 of the Bylaws is hereby deleted in its entiret

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): December 7, 2023 BIO-PATH HOLDINGS,

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): December 7, 2023 BIO-PATH HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confide

BIO-PATH HOLDINGS REPORTS THIRD QUARTER 2023 FINANCIAL RESULTS Conference Call to be Held Today at 8:30 A.M. ET

Exhibit 99.1 BIO-PATH HOLDINGS REPORTS THIRD QUARTER 2023 FINANCIAL RESULTS Conference Call to be Held Today at 8:30 A.M. ET HOUSTON—November 15, 2023 – Bio-Path Holdings, Inc., (NASDAQ:BPTH), a biotechnology company leveraging its proprietary DNAbilize® liposomal delivery and antisense technology to develop a portfolio of targeted nucleic acid cancer drugs, today announced its financial results f

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): November 15, 2023 BIO-PATH HOLDINGS

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): November 15, 2023 BIO-PATH HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy S

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): October 24, 2023 BIO-PATH HOLDINGS,

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): October 24, 2023 BIO-PATH HOLDINGS, INC.

Bio-Path Holdings to Host Virtual Key Opinion Leader Event to Discuss Prexigebersen and Advances in the Treatment Landscape for Acute Myeloid Leukemia Conference call to be held on Monday, October 30, 2023 at 9:30 a.m. ET

Exhibit 99.1 Bio-Path Holdings to Host Virtual Key Opinion Leader Event to Discuss Prexigebersen and Advances in the Treatment Landscape for Acute Myeloid Leukemia Conference call to be held on Monday, October 30, 2023 at 9:30 a.m. ET HOUSTON – October 24, 2023 – Bio-Path Holdings, Inc., (NASDAQ: BPTH) a biotechnology company leveraging its proprietary DNAbilize® antisense RNAi nanoparticle techno

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): September 13, 2023 BIO-PATH HOLDING

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): September 13, 2023 BIO-PATH HOLDINGS, INC.

BIO-PATH HOLDINGS REPORTS SECOND QUARTER 2023 FINANCIAL RESULTS Conference Call to be Held Today at 8:30 A.M. ET

Exhibit 99.1 BIO-PATH HOLDINGS REPORTS SECOND QUARTER 2023 FINANCIAL RESULTS Conference Call to be Held Today at 8:30 A.M. ET HOUSTON—August 15, 2023 – Bio-Path Holdings, Inc., (NASDAQ:BPTH), a biotechnology company leveraging its proprietary DNAbilize® liposomal delivery and antisense technology to develop a portfolio of targeted nucleic acid cancer drugs, today announced its financial results fo

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): August 15, 2023 BIO-PATH HOLDINGS,

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): August 15, 2023 BIO-PATH HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-

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): August 3, 2023 BIO-PATH HOLDINGS, I

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): August 3, 2023 BIO-PATH HOLDINGS, INC.

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).

Exhibit 10.1 PLACEMENT AGENCY AGREEMENT August 3, 2023 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $2,100,000 of registered securities of the Company, consisting

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).

Exhibit 4.2 BIO-PATH HOLDINGS, INC. and EQUINITI TRUST COMPANY, LLC, as Warrant Agent Warrant Agency Agreement Dated as of August 7, 2023 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of August 7, 2023 (“Agreement”), between Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”

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).

Exhibit 10.3 August 3, 2023 Re: Amendment to Common Stock Purchase Warrants Issued November 9, 2022 with Exercise Price of $2.85 Per Share (the “November 2022 Warrants”) Dear November 2022 Warrant Holder: Reference is hereby made to the Registration Statement on Form S-1 (File No. 333-272879) (the “Registration Statement”) relating to the offering on or about the date hereof (the “Offering”) by Bi

800,000 SHARES OF COMMON STOCK

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-269045 Prospectus Supplement dated August 7, 2023 (To Prospectus dated February 8, 2023) 800,000 SHARES OF COMMON STOCK This prospectus supplement dated August 7, 2023 supplements and amends the accompanying prospectus dated February 8, 2023 contained in our Registration Statement on Form S-1 (File No. 333-269045), as amende

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 4.1 COMMON STOCK PURCHASE WARRANT BIO-PATH HOLDINGS, INC. Warrant Shares: Initial Exercise Date: August 7, 2023 CUSIP: ISIN: THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date here

3,500,000 SHARES OF COMMON STOCK 3,500,000 COMMON WARRANTS TO PURCHASE UP TO 3,500,000 SHARES OF COMMON STOCK 3,500,000 SHARES OF COMMON STOCK UNDERLYING THE COMMON WARRANTS

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4)  Registration No. 333-272879 PROSPECTUS 3,500,000 SHARES OF COMMON STOCK 3,500,000 COMMON WARRANTS TO PURCHASE UP TO 3,500,000 SHARES OF COMMON STOCK 3,500,000 SHARES OF COMMON STOCK UNDERLYING THE COMMON WARRANTS This is a best efforts public offering of 3,500,000 shares of our common stock, par value $0.001 per share, together with warrants to

Bio-Path Holdings, Inc. Announces Pricing of $2.1 Million Public Offering

Exhibit 99.1 Bio-Path Holdings, Inc. Announces Pricing of $2.1 Million Public Offering HOUSTON— August 3, 2023 – Bio-Path Holdings, Inc., (Nasdaq:BPTH) (“Bio-Path” or the “Company”), a biotechnology company leveraging its proprietary DNAbilize® antisense RNAi nanoparticle technology to develop a portfolio of targeted nucleic acid cancer drugs, today announced the pricing of a public offering of 3,

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).

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 3, 2023, between Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions

Form of Warrant Agency Agreement

Exhibit 4.21 BIO-PATH HOLDINGS, INC. and EQUINITI TRUST COMPANY, LLC, as Warrant Agent Warrant Agency Agreement Dated as of [●] WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [●] (“Agreement”), between Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”). WITNESSETH WHEREAS

As filed with the Securities and Exchange Commission on August 1, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 1, 2023 Registration No.

Form of Pre-Funded Warrant.

Exhibit 4.19 PRE-FUNDED COMMON STOCK PURCHASE WARRANT BIO-PATH HOLDINGS, INC. Warrant Shares: Initial Exercise Date: [ ], 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date

Form of Placement Agency Agreement.

Exhibit 10.36 PLACEMENT AGENCY AGREEMENT [ ], 2023 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $[ ] of registered securities of the Company, consisting of [ ] sha

Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660

August 1, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Bio-Path Holdings, Inc.

Bio-Path Holdings Announces Positive Results from Interim Analysis of Phase 2 Clinical Trial of Prexigebersen in Acute Myeloid Leukemia Interim Data Analysis Demonstrates Significant Clinical Improvement and Tolerable Safety Profile in High-Risk Pati

Exhibit 99.1 Bio-Path Holdings Announces Positive Results from Interim Analysis of Phase 2 Clinical Trial of Prexigebersen in Acute Myeloid Leukemia Interim Data Analysis Demonstrates Significant Clinical Improvement and Tolerable Safety Profile in High-Risk Patients Company Provides Clinical Development Plan Update with Pathways to Registration HOUSTON – August 1, 2023 – Bio-Path Holdings, Inc.,

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): August 1, 2023 BIO-PATH HOLDINGS, I

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): August 1, 2023 BIO-PATH HOLDINGS, INC.

As filed with the Securities and Exchange Commission on August 1, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 1, 2023 Registration No.

Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660

August 1, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

Form of Common Warrant.

Exhibit 4.20 COMMON STOCK PURCHASE WARRANT BIO-PATH HOLDINGS, INC. Warrant Shares: Initial Exercise Date: [ ], 2023 CUSIP: ISIN: THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (

Form of Securities Purchase Agreement

Exhibit 10.38 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2023, between Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Bio-Path Holdings, Inc.

Form of Leak-Out Agreement.

Exhibit 10.37 LEAK-OUT AGREEMENT [ ], 2023 This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and among Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”). Reference is hereby made to (a) the Securities Purchase Agreement, dated [ ], 2023,

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): July 17, 2023 BIO-PATH HOLDINGS, IN

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): July 17, 2023 BIO-PATH HOLDINGS, INC.

Bio-Path Holdings Announces Successful Completion of First Dose Cohort in Phase 1/1b Clinical Trial of BP1001-A in Solid Tumors Advancing to Second Cohort of Phase 1/1b Clinical Trial Evaluating BP1001-A to Treat Patients with Solid Tumors, Including

Exhibit 99.1 Bio-Path Holdings Announces Successful Completion of First Dose Cohort in Phase 1/1b Clinical Trial of BP1001-A in Solid Tumors Advancing to Second Cohort of Phase 1/1b Clinical Trial Evaluating BP1001-A to Treat Patients with Solid Tumors, Including Ovarian, Endometrial, Pancreatic and Breast Cancer HOUSTON – July 17, 2023 – Bio-Path Holdings, Inc., (NASDAQ:BPTH), a biotechnology com

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Bio-Path Holdings, Inc.

As filed with the Securities and Exchange Commission on June 23, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 23, 2023 Registration No.

BIO-PATH HOLDINGS REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS Conference Call to be Held Today at 8:30 A.M. ET

Exhibit 99.1 BIO-PATH HOLDINGS REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS Conference Call to be Held Today at 8:30 A.M. ET HOUSTON—May 12, 2023 – Bio-Path Holdings, Inc., (NASDAQ:BPTH), a biotechnology company leveraging its proprietary DNAbilize® liposomal delivery and antisense technology to develop a portfolio of targeted nucleic acid cancer drugs, today announced its financial results for th

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): May 12, 2023 BIO-PATH HOLDINGS, INC

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): May 12, 2023 BIO-PATH HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001

BIO-PATH HOLDINGS REPORTS FULL YEAR 2022 FINANCIAL RESULTS Conference Call to be Held Today at 8:30 A.M. ET

Exhibit 99.1 BIO-PATH HOLDINGS REPORTS FULL YEAR 2022 FINANCIAL RESULTS Conference Call to be Held Today at 8:30 A.M. ET HOUSTON—March 31, 2023 – Bio-Path Holdings, Inc., (NASDAQ:BPTH), a biotechnology company leveraging its proprietary DNAbilize® liposomal delivery and antisense technology to develop a portfolio of targeted nucleic acid cancer drugs, today announced its financial results for the

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): March 31, 2023 BIO-PATH HOLDINGS, I

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): March 31, 2023 BIO-PATH HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-363

Bio-Path Holdings Provides Clinical and Operational Update Company Expects to Achieve Several Near-Term Clinical Milestones

Exhibit 99.1 Bio-Path Holdings Provides Clinical and Operational Update Company Expects to Achieve Several Near-Term Clinical Milestones HOUSTON – March 16, 2023 – Bio-Path Holdings, Inc., (NASDAQ:BPTH), a biotechnology company leveraging its proprietary DNAbilize® liposomal delivery and antisense technology to develop a portfolio of targeted nucleic acid cancer drugs, today provides a clinical de

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): March 16, 2023 BIO-PATH HOLDINGS, I

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): March 16, 2023 BIO-PATH HOLDINGS, INC.

Calculation of Filing Fee Tables Form S-8 (Form Type) Bio-Path Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

EX-FILING FEES 4 tm239511d1ex107.htm EXHIBIT 107 Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Bio-Path Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amou

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 BIO-PATH HOLDINGS, INC. (Exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on March 15, 2023 Registration No.

February 6, 2023

CORRESP 1 filename1.htm February 6, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Bio-Path Holdings, Inc. Registration Statement on Form S-1 File No. 333-269045 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective dat

As filed with the Securities and Exchange Commission on February 3, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 3, 2023 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Bio-Path Holdings, Inc.

December 29, 2022

December 29, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

As filed with the Securities and Exchange Commission on December 28, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 28, 2022 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Bio-Path Holdings, Inc.

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).

Exhibit 10.2 BIO-PATH HOLDINGS, INC. 2022 STOCK INCENTIVE PLAN INCENTIVE STOCK OPTION AWARD AGREEMENT This Incentive Stock Option Award Agreement (the ?Agreement?) is made and entered into as of the award date set forth below (the ?Award Date?) by and between Bio-Path Holdings, Inc., a Delaware corporation (the ?Company?), and the participant named below (the ?Participant?). Capitalized terms not

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).

Exhibit 10.6 BIO-PATH HOLDINGS, INC. 2022 STOCK INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENT This Restricted Share Award Agreement (the ?Agreement?) is made and entered into as of the award date set forth below (the ?Award Date?) by and between Bio-Path Holdings, Inc., a Delaware corporation (the ?Company?), and the participant named below (the ?Participant?). Capitalized terms not defined here

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).

Exhibit 10.7 BIO-PATH HOLDINGS, INC. 2022 STOCK INCENTIVE PLAN STOCK APPRECIATION RIGHT AWARD AGREEMENT This Stock Appreciation Right Award Agreement (the ?Agreement?) is made and entered into as of the award date set forth below (the ?Award Date?) by and between Bio-Path Holdings, Inc., a Delaware corporation (the ?Company?), and the participant named below (the ?Participant?). Capitalized terms

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).

Exhibit 10.4 BIO-PATH HOLDINGS, INC. 2022 STOCK INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT This Restricted Share Unit Award Agreement (the ?Agreement?) is made and entered into as of the award date set forth below (the ?Award Date?) by and between Bio-Path Holdings, Inc., a Delaware corporation (the ?Company?), and the participant named below (the ?Participant?). Capitalized terms not de

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).

Exhibit 10.3 BIO-PATH HOLDINGS, INC. 2022 STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT This Non-Qualified Stock Option Award Agreement (the ?Agreement?) is made and entered into as of the award date set forth below (the ?Award Date?) by and between Bio-Path Holdings, Inc., a Delaware corporation (the ?Company?), and the participant named below (the ?Participant?). Capitalized te

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).

Exhibit 10.5 BIO-PATH HOLDINGS, INC. 2022 STOCK INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT This Restricted Share Unit Award Agreement (the ?Agreement?) is made and entered into as of the award date set forth below (the ?Award Date?) by and between Bio-Path Holdings, Inc., a Delaware corporation (the ?Company?), and the participant named below (the ?Participant?). Capitalized terms not de

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).

Exhibit 10.1 BIO-PATH HOLDINGS, INC. 2022 STOCK INCENTIVE PLAN On October 17, 2022, the board of directors of Bio-Path Holdings, Inc., a Delaware corporation, adopted this Bio-Path Holdings, Inc. 2022 Stock Incentive Plan subject to the approval of the stockholders in accordance with the bylaws of Bio-Path Holdings, Inc. SECTION 1. PURPOSE OF THIS PLAN 1.1 Eligible Award Recipients. The individual

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): December 15, 2022 BIO-PATH HOLDINGS, INC.

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): December 7, 2022 BIO-PATH HOLDINGS,

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): December 7, 2022 BIO-PATH HOLDINGS, INC.

Bio-Path Holdings Announces First Patient Dosed in Phase 1/1b Clinical Trial of BP1001-A in Solid Tumors Phase 1/1b Clinical Trial Evaluating Ability of BP1001-A to Treat Patients with Solid Tumors, Including Ovarian, Endometrial, Pancreatic and Brea

Exhibit 99.1 Bio-Path Holdings Announces First Patient Dosed in Phase 1/1b Clinical Trial of BP1001-A in Solid Tumors ? Phase 1/1b Clinical Trial Evaluating Ability of BP1001-A to Treat Patients with Solid Tumors, Including Ovarian, Endometrial, Pancreatic and Breast Cancer ? HOUSTON ? December 7, 2022 ? Bio-Path Holdings, Inc., (NASDAQ:BPTH), a biotechnology company leveraging its proprietary DNA

Regulation FD Disclosure, Financial Statements and Exhibits

? ? 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): December 7, 2022 ? BIO-PATH HOLDINGS, INC.

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): November 15, 2022 BIO-PATH HOLDINGS

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): November 15, 2022 BIO-PATH HOLDINGS, INC.