BIO-PATH HOLDINGS INC

We are asking stockholders to approve, if necessary, the adjournment of the Annual Meeting to solicit additional proxies in favor of Proposal Four. Any adjournment of the Annual Meeting for the purpose of soliciting additional proxies will allow stockholders who have already sent in their proxies to revoke them at any time prior to the time that the proxies are used.

The affirmative vote of the holders of stock having a majority of the votes which could be cast by the holders of all stock entitled to vote on this Proposal Six which are present in person or by proxy at the Annual Meeting will be required for approval of this Proposal Six. A properly executed proxy marked “Abstain” with respect to this Proposal Six will not be voted with respect to this Proposal Six, although it will be counted for purposes of determining whether there is a quorum. Accordingly, an abstention will have the effect of a negative vote. We understand that this Proposal Six is considered a “routine” matter. As such, we understand that brokerage firms will have authority to vote customers’ unvoted shares held by the firms in “street name” on this Proposal Six. For the approval of Proposal Six, you may vote “FOR” or “AGAINST” or abstain from voting.

The Board recommends that the stockholders vote “FOR” the approval of an adjournment of the Annual Meeting to a later date or dates, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal Four.

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