UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry Into a Material Definitive Agreement.
On August 3, 2023, Bio-Path Holdings, Inc., (the “Company”), entered into a placement agency agreement (the “Placement Agency Agreement”) with Roth Capital Partners, LLC (the “Placement Agent”) and a securities purchase agreement (the “Purchase Agreement”) with certain purchasers for the purchase and sale, in a registered public offering by the Company (the “Public Offering”), of an aggregate of 3,500,000 shares of its common stock, par value $0.001 per share (“Common Stock”), and accompanying common stock purchase warrants to purchase up to an aggregate of 3,500,000 shares of its Common Stock (the “Common Warrants”) at a combined public offering price of $0.60 per share of Common Stock and accompanying Common Warrant, resulting in gross proceeds of approximately $2.1 million. The Public Offering closed on August 7, 2023.
Subject to certain ownership limitations, the Common Warrants are exercisable immediately upon issuance, have a term of five years from issuance and have an exercise price of $0.60 per share. The number of shares issuable upon exercise of the Warrants and the exercise price of the Warrants are adjustable in the event of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. On August 7, 2023, the Company also entered into a warrant agency agreement (the “Warrant Agency Agreement”) with the Company’s transfer agent, Equiniti Trust Company, LLC, who will act as warrant agent for the Company, setting forth the terms and conditions of the Common Warrants.
Each of the Placement Agency Agreement and Purchase Agreement contains representations, warranties and covenants made by the Company that are customary for transactions of this type. In addition, pursuant to the terms of the Purchase Agreement, the Company and its executive officers and directors have agreed not to, subject to limited exceptions, offer, sell, transfer or otherwise dispose of the Company’s securities for a period of 90 days following the date of closing for the Public Offering set forth above.
As compensation in connection with the Public Offering, the Company paid the Placement Agent a cash fee of 7% of the aggregate gross proceeds raised in the Public Offering, plus reimbursement of certain expenses and legal fees.
In connection with the Public Offering, the Company entered into warrant amendment letter agreements (the “Warrant Amendment Agreements”) to amend certain existing warrants to purchase up to an aggregate of 800,000 shares of the Company’s common stock that were previously issued on November 9, 2022 at an exercise price of $2.85 per share (the “Amended Warrants”), such that effective upon the closing of the Public Offering, the Amended Warrants have a reduced exercise price equal to $0.7593 per share.
The Shares, Warrants, and the shares issuable upon exercise of the Warrants were offered pursuant to a Registration Statement on Form S-1, as amended (File No. 333-272879), which was filed with the Securities and Exchange Commission (“SEC”) and was declared effective on August 2, 2023.
The net proceeds to the Company from the Public Offering, after deducting the Placement Agent’s fees and expenses and the Company’s estimated offering expenses, and excluding the proceeds, if any, from the exercise of the Warrants, are expected to be approximately $1.7 million. The Company currently intends to use these net proceeds for working capital and general corporate purposes.
The description of terms and conditions of the Placement Agency Agreement, the Purchase Agreement, the Warrants, Warrant Agency Agreement and the Warrant Amendment Agreements set forth herein do not purport to be complete and are qualified in their entirety by the full text of such documents, which are attached hereto as Exhibits 10.1, 10.2, 4.1, 4.2 and 10.3 respectively.
Item 3.03 Material Modification to Rights of Security Holders.
The information regarding the Warrant Amendment Agreements set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 7.01 Regulation FD Disclosure.
On August 3, 2023, the Company issued a press release regarding the pricing of the Public Offering. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BIO-PATH HOLDINGS, Inc. | ||
| Dated: August 7, 2023 | By: | /s/ Peter H. Nielsen |
| Peter H. Nielsen | ||
| President and Chief Executive Officer | ||