BIO-PATH HOLDINGS INC

S-11 tm2412459-1_s1.htm S-1

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

Registration No. 333-​

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933​

BIO-PATH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

(Address, including zip code, and telephone

number, including area code, of registrant’s

principal executive offices)​

Peter H. Nielsen

President and Chief Executive Officer

(Name, address, including zip code, and telephone number,

including area code, of agent for service)​

Copies To:

William R. Rohrlich, II

Winstead PC

600 Travis Street

Suite 5200

Houston, Texas 77002

Tel. (281) 681-5912

Fax (281) 681-5901

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 24, 2024

PROSPECTUS

483,750 SHARES OF COMMON STOCK

This prospectus relates to the resale from time to time of up to 483,750 shares of our common stock, par value $0.001 per share, which consists of (i) 75,000 shares of common stock issuable upon the exercise of warrants (including shares that may be issued to the holder in lieu of fractional shares), with an exercise price of $3.865 per share, issued in a private placement on March 27, 2024, (ii) 5,625 shares of common stock issuable upon the exercise of placement agent warrants (including shares that may be issued to the holder in lieu of fractional shares), with an exercise price of $4.9875 per share, issued on March 27, 2024 to H.C. Wainwright & Co., LLC as compensation in connection with the private placement and registered direct offering that closed on March 27, 2024, (iii) 375,000 shares of common stock issuable upon the exercise of warrants (including shares that may be issued to the holder in lieu of fractional shares), with an exercise price of $3.10 per share, issued in a private placement on April 19, 2024 and (iv) 28,125 shares of common stock issuable upon the exercise of placement agent warrants (including shares that may be issued to the holder in lieu of fractional shares), with an exercise price of $4.0313 per share, issued on April 19, 2024 to H.C. Wainwright & Co., LLC as compensation in connection with the private placement and registered direct offering that closed on April 19, 2024. We are not selling any common stock under this prospectus and will not receive any proceeds from the sale of shares listed in this prospectus. We will, however, receive the net proceeds of any warrants exercised for cash in the future.

The selling stockholders may offer and sell the shares from time to time at varying prices and in a number of different ways as each selling stockholder may determine through public or private transactions or through other means described in the section entitled “Plan of Distribution” or a supplement to this prospectus. Each selling stockholder may also sell shares under Rule 144 under the Securities Act of 1933, as amended, if available, rather than under this prospectus.

The selling stockholders will bear all commissions and discounts, if any, attributable to the sale or disposition of the shares. We will bear all costs, expenses and fees in connection with the registration of the shares. We will not be paying any underwriting discounts or commissions in this offering.

Our common stock is currently listed on the Nasdaq Capital Market under the symbol “BPTH.” The last reported sale price of our common stock on the Nasdaq Capital Market on April 22, 2024 was $2.92 per share.

Investing in our securities involves a high degree of risk. Before making an investment decision, you should review carefully and consider all of the information set forth in this prospectus and the documents incorporated by reference in this prospectus. See “Risk Factors” on page 8 of this prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is April , 2024.