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    Amendment: SEC Form 1-A/A filed by Bio-Path Holdings Inc.

    5/16/25 4:15:19 PM ET
    $BPTH
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $BPTH alert in real time by email
    schemaVersion:
    Form 1-A Issuer Information UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    FORM 1-A
    REGULATION A OFFERING STATEMENT
    UNDER THE SECURITIES ACT OF 1933
    OMB APPROVAL


    FORM 1-A

    OMB Number:  3235-0286


    Estimated average burden hours per response: 608.0

    1-A: Filer Information

    Issuer CIK
    0001133818 
    Issuer CCC
    XXXXXXXX 
    DOS File Number
     
    Offering File Number
    024-12601 
    Is this a LIVE or TEST Filing? Radio button checked LIVE Radio button not checked TEST
    Would you like a Return Copy? Checkbox not checked
    Notify via Filing Website only? Checkbox not checked
    Since Last Filing? Checkbox not checked

    Submission Contact Information

    Name
     
    Phone
     
    E-Mail Address
     

    1-A: Item 1. Issuer Information

    Issuer Infomation

    Exact name of issuer as specified in the issuer's charter

    Bio-Path Holdings, Inc. 

    Jurisdiction of Incorporation / Organization

    DELAWARE  

    Year of Incorporation

    2000 

    CIK

    0001133818 

    Primary Standard Industrial Classification Code

    PHARMACEUTICAL PREPARATIONS 

    I.R.S. Employer Identification Number

    87-0652870 

    Total number of full-time employees

    10 

    Total number of part-time employees

    0 

    Contact Infomation

    Address of Principal Executive Offices

    Address 1

    4710 Bellaire Boulevard 

    Address 2

    Suite 210 

    City

    Bellaire 

    State/Country

    TEXAS  

    Mailing Zip/ Postal Code

    77401 

    Phone

    832-742-1357 

    Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

    Name

    William R. Rohrlich 

    Address 1

     

    Address 2

     

    City

     

    State/Country

     

    Mailing Zip/ Postal Code

     

    Phone

     

    Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

    Financial Statements

    Use the financial statements for the most recent period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine "Total Revenues" for all companies selecting "Other" for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting "Insurance", refer to Article 7-04 of Regulation S-X for calculation of "Total Revenues" and paragraphs 5 and 7 of Article 7-04 for "Costs and Expenses Applicable to Revenues".

    Industry Group (select one) Radio button not checked Banking Radio button not checked Insurance Radio button checked Other

    Balance Sheet Information

    Cash and Cash Equivalents

    $ 1173000.00 

    Investment Securities
    $ 0.00 
    Total Investments

    $  

    Accounts and Notes Receivable

    $ 0.00 

    Loans

    $  

    Property, Plant and Equipment (PP&E):

    $ 1077000.00 

    Property and Equipment

    $  

    Total Assets

    $ 3883000.00 

    Accounts Payable and Accrued Liabilities

    $ 3212000.00 

    Policy Liabilities and Accruals

    $  

    Deposits

    $  

    Long Term Debt

    $ 0.00 

    Total Liabilities

    $ 3729000.00 

    Total Stockholders' Equity

    $ 154000.00 

    Total Liabilities and Equity

    $ 3883000.00 

    Statement of Comprehensive Income Information

    Total Revenues

    $ 0.00 

    Total Interest Income

    $  

    Costs and Expenses Applicable to Revenues

    $ 0.00 

    Total Interest Expenses

    $  

    Depreciation and Amortization

    $ 159000.00 

    Net Income

    $ -9894.00 

    Earnings Per Share - Basic

    $ -4.12 

    Earnings Per Share - Diluted

    $ -4.12 

    Name of Auditor (if any)

    Ernst & Young LLP 

    Outstanding Securities

    Common Equity

    Name of Class (if any) Common Equity

    Common Stock, par value $.001 

    Common Equity Units Outstanding

    8307892 

    Common Equity CUSIP (if any):

    09057N409 

    Common Equity Units Name of Trading Center or Quotation Medium (if any)

    OTCQB Venture Market 

    Preferred Equity

    Preferred Equity Name of Class (if any)

    Preferred stock, $.001 par val 

    Preferred Equity Units Outstanding

    0 

    Preferred Equity CUSIP (if any)

    000000000 

    Preferred Equity Name of Trading Center or Quotation Medium (if any)

    None 

    Debt Securities

    Debt Securities Name of Class (if any)

    None 

    Debt Securities Units Outstanding

    0 

    Debt Securities CUSIP (if any):

    000000000 

    Debt Securities Name of Trading Center or Quotation Medium (if any)

    None 

    1-A: Item 2. Issuer Eligibility

    Issuer Eligibility

    Check this box to certify that all of the following statements are true for the issuer(s)

    Checkbox checked

    • Organized under the laws of the United States or Canada, or any State, Province, Territory or possession thereof, or the District of Columbia.
    • Principal place of business is in the United States or Canada.
    • Not subject to section 13 or 15(d) of the Securities Exchange Act of 1934.
    • Not a development stage company that either (a) has no specific business plan or purpose, or (b) has indicated that its business plan is to merge with an unidentified company or companies.
    • Not an investment company registered or required to be registered under the Investment Company Act of 1940.
    • Not issuing fractional undivided interests in oil or gas rights, or a similar interest in other mineral rights.
    • Not issuing asset-backed securities as defined in Item 1101 (c) of Regulation AB.
    • Not, and has not been, subject to any order of the Commission entered pursuant to Section 12(j) of the Exchange Act (15 U.S.C. 78l(j)) within five years before the filing of this offering statement.
    • Has filed with the Commission all the reports it was required to file, if any, pursuant to Rule 257 during the two years immediately before the filing of the offering statement (or for such shorter period that the issuer was required to file such reports).

    1-A: Item 3. Application of Rule 262

    Application Rule 262

    Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.

    Checkbox checked

    Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.

    Checkbox not checked

    1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

    Summary Infomation

    Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering Radio button not checked Tier1 Radio button checked Tier2
    Check the appropriate box to indicate whether the financial statements have been audited Radio button not checked Unaudited Radio button checked Audited
    Types of Securities Offered in this Offering Statement (select all that apply)
    Checkbox checkedEquity (common or preferred stock) 
    Checkbox checkedOption, warrant or other right to acquire another security 
    Checkbox checkedSecurity to be acquired upon exercise of option, warrant or other right to acquire security 
    Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)? Radio button checked Yes Radio button not checked No
    Does the issuer intend this offering to last more than one year? Radio button not checked Yes Radio button checked No
    Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)? Radio button checked Yes Radio button not checked No
    Will the issuer be conducting a best efforts offering? Radio button checked Yes Radio button not checked No
    Has the issuer used solicitation of interest communications in connection with the proposed offering? Radio button not checked Yes Radio button checked No
    Does the proposed offering involve the resale of securities by affiliates of the issuer? Radio button not checked Yes Radio button checked No
    Number of securities offered
    71428571 
    Number of securities of that class outstanding
    8307892 

    The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of "aggregate offering price" or "aggregate sales" as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.

    Price per security
    $ 0.5350 
    The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer
    $ 5000000.00 
    The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders
    $ 0.00 
    The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement
    $ 0.00 
    The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement
    $ 0.00 
    Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs)
    $ 5000000.00 

    Anticipated fees in connection with this offering and names of service providers

    Underwriters - Name of Service Provider
    D. Boral Capital LLC.
    Underwriters - Fees
    $ 85000.00 
    Sales Commissions - Name of Service Provider
    Sales Commissions - Fee
    $  
    Finders' Fees - Name of Service Provider
    N/A
    Finders' Fees - Fees
    $ 0.00 
    Accounting or Audit - Name of Service Provider
    Ernst & Young
    Accounting or Audit - Fees
    $ 35000.00 
    Legal - Name of Service Provider
    Winstead PC
    Legal - Fees
    $ 40000.00 
    Promoters - Name of Service Provider
    N/A
    Promoters - Fees
    $ 0.00 
    Blue Sky Compliance - Name of Service Provider
    N/A
    Blue Sky Compliance - Fees
    $ 0.00 
    CRD Number of any broker or dealer listed:
    000103792 
    Estimated net proceeds to the issuer
    $ 4415000.00 
    Clarification of responses (if necessary)
     

    1-A: Item 5. Jurisdictions in Which Securities are to be Offered

    Jurisdictions in Which Securities are to be Offered

    Using the list below, select the jurisdictions in which the issuer intends to offer the securities

    Selected States and Jurisdictions

    ALABAMA
    ALASKA
    ARIZONA
    ARKANSAS
    CALIFORNIA
    COLORADO
    CONNECTICUT
    DELAWARE
    FLORIDA
    GEORGIA
    HAWAII
    IDAHO
    ILLINOIS
    INDIANA
    IOWA
    KANSAS
    KENTUCKY
    LOUISIANA
    MAINE
    MARYLAND
    MASSACHUSETTS
    MICHIGAN
    MINNESOTA
    MISSISSIPPI
    MISSOURI
    MONTANA
    NEBRASKA
    NEVADA
    NEW HAMPSHIRE
    NEW JERSEY
    NEW MEXICO
    NEW YORK
    NORTH CAROLINA
    NORTH DAKOTA
    OHIO
    OKLAHOMA
    OREGON
    PENNSYLVANIA
    RHODE ISLAND
    SOUTH CAROLINA
    SOUTH DAKOTA
    TENNESSEE
    TEXAS
    UTAH
    VERMONT
    VIRGINIA
    WASHINGTON
    WEST VIRGINIA
    WISCONSIN
    WYOMING
    DISTRICT OF COLUMBIA
    PUERTO RICO

    Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

    None Checkbox not checked
    Same as the jurisdictions in which the issuer intends to offer the securities Checkbox checked
    Selected States and Jurisdictions

    ALABAMA
    ALASKA
    ARIZONA
    ARKANSAS
    CALIFORNIA
    COLORADO
    CONNECTICUT
    DELAWARE
    FLORIDA
    GEORGIA
    HAWAII
    IDAHO
    ILLINOIS
    INDIANA
    IOWA
    KANSAS
    KENTUCKY
    LOUISIANA
    MAINE
    MARYLAND
    MASSACHUSETTS
    MICHIGAN
    MINNESOTA
    MISSISSIPPI
    MISSOURI
    MONTANA
    NEBRASKA
    NEVADA
    NEW HAMPSHIRE
    NEW JERSEY
    NEW MEXICO
    NEW YORK
    NORTH CAROLINA
    NORTH DAKOTA
    OHIO
    OKLAHOMA
    OREGON
    PENNSYLVANIA
    RHODE ISLAND
    SOUTH CAROLINA
    SOUTH DAKOTA
    TENNESSEE
    TEXAS
    UTAH
    VERMONT
    VIRGINIA
    WASHINGTON
    WEST VIRGINIA
    WISCONSIN
    WYOMING
    DISTRICT OF COLUMBIA
    PUERTO RICO

    1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

    Unregistered Securities Issued or Sold Within One Year

    None Checkbox not checked

    Unregistered Securities Issued

    As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

    (a)Name of such issuer
    Bio-Path Holdings, Inc. 
    (b)(1) Title of securities issued
    Common warrants and placement agent warrants to purchase common stock, par value $0.001 per share
     
    (2) Total Amount of such securities issued
    403125
    (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.
    0 
    (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.
    1200000
     
    (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).
     

    Unregistered Securities Issued

    As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

    (a)Name of such issuer
    Bio-Path Holdings, Inc. 
    (b)(1) Title of securities issued
    Common stock and prefunded, common and placement agent warrants to purchase common stock, par value $0.001 per share
     
    (2) Total Amount of such securities issued
    5565612
    (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.
    0 
    (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.
    4000000
     
    (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).
     

    Unregistered Securities Issued

    As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

    (a)Name of such issuer
    Bio-Path Holdings, Inc. 
    (b)(1) Title of securities issued
    Prefunded, common and placement agent warrants to purchase common stock, par value $0.001 per share
     
    (2) Total Amount of such securities issued
    17757844
    (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.
    0 
    (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.
    4000000
     
    (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).
     

    Unregistered Securities Act

    (d) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption
    Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder.
     
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