BIO-PATH HOLDINGS INC

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4710 Bellaire Boulevard, Suite 210

Bellaire, Texas 77401

PROXY STATEMENT

SPECIAL MEETING OF STOCKHOLDERS

January 22, 2024

Bio-Path Holdings, Inc. (the “Company”) is furnishing this Proxy Statement and the enclosed proxy card in connection with the solicitation of proxies by the Board of Directors (the “Board”) of the Company for use at a Special Meeting of Stockholders to be held on January 22, 2024 at 4:00 p.m., Central Standard Time, at Winstead PC, 24 Waterway Avenue, Suite 500, The Woodlands, Texas 77380, and at any adjournments thereof (the “Special Meeting”). These materials are being mailed to stockholders of the Company on or about January 4, 2024.

The Special Meeting is being held for the following purposes, as more fully described in this Proxy Statement:

To approve an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock, par value $0.001 per share, at a ratio of up to 1-for-50, to be determined by the Board (“Proposal One”); and

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To approve an adjournment of the Special Meeting to a later date or dates, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal One (“Proposal Two”).

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