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 common stock issuable upon the exercise of pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 4,597,702 shares of our common stock at an exercise price of $0.001 per share issued in a private placement on October 8, 2024 (the “Private Placement”), pursuant to that certain Securities Purchase Agreement by and among us and an investor, dated as of October 8, 2024 (the “Securities Purchase Agreement”), (ii) 6,407,657 shares (the “Series A Warrant Shares”) of our common stock issuable upon exercise of series A warrants (the “Series A Warrants”) to purchase up to 6,407,657 shares of our common stock at an exercise price of $1.00 per share issued in the Private Placement, (iii) 6,407,657 (the “Series B Warrant Shares” and collectively with the Pre-Funded Warrant Shares and the Series A Warrant Shares, the “Warrant Shares”) of our common stock issuable upon exercise of series B warrants (the “Series B Warrants” and together with the Series A Warrants, the “Common Stock Warrants” and the Common Stock Warrants together with the Pre-Funded Warrants, the “Warrants”) to purchase up to 6,407,657 shares of our common stock at an exercise price of $1.00 per share issued in the Private Placement and (iv) 344,828 shares (the “Placement Agent Warrant Shares”) of our common stock issuable upon the exercise of placement agent warrants (the “Placement Agent Warrants”) to purchase up to 344,828 shares of our common stock at an exercise price of $1.0875 per share issued in connection with the Private Placement.
The Warrants and the Warrant Shares were or will be issued to the investors in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder. The Placement Agent Warrants and the Placement Agent Warrant Shares were or will be issued to the placement agent in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act. We are registering the offer and resale of the Warrant Shares to satisfy the provisions of that certain registration rights agreement, dated October 8, 2024 (the “Registration Rights Agreement”), pursuant to which we agreed to register the resale of the Warrant Shares.
We are not selling any common stock under this prospectus and will not receive any of the proceeds from the sale of shares by the selling stockholders. We will, however, receive the net proceeds of any Warrants or Placement Agent Warrants exercised for cash.
The selling stockholders identified in this prospectus may offer the shares of common stock from time to time through public or private transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The registration of the shares of common stock on behalf of the selling stockholders, however, does not necessarily mean that any of the selling stockholders will offer or sell their shares under this registration statement or at any time in the near future. We provide more information about how the selling stockholders may sell their shares of common stock in the section entitled “Plan of Distribution” on page 18.
The selling stockholders will bear all commissions and discounts, if any, attributable to the sale or disposition of the shares of common stock, or interests therein and 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 or costs, expenses, and fees in connection with the registration of the shares of common stock described in this prospectus. We will pay the expenses of registering the shares.
Our common stock is traded on The Nasdaq Capital Market under the symbol “BPTH.” On October 14, 2024, the last reported sale price of our common stock was $1.13 per share.
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.
An investment in our common stock involves a high degree of risk. See “Risk Factors” on page 8 of this prospectus for more information on these risks.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is October 22, 2024