On November 7, 2022 Bio-Path Holdings, Inc., (NASDAQ: BPTH) a biotechnology company leveraging its proprietary DNAbilize antisense RNAi nanoparticle technology to develop a portfolio of targeted nucleic acid cancer drugs, reported reported that it has entered into a definitive agreement with certain institutional investors for the issuance and sale of 800,000 shares of its common stock (or common stock equivalents) for a price of $2.50 per share, for gross proceeds of approximately $2.0 million, in a registered direct offering (Press release, Bio-Path Holdings, NOV 7, 2022, View Source [SID1234623225]). Additionally, in a concurrent private placement, Bio-Path has also agreed to issue to such investors unregistered warrants. The offerings are expected to close on or about November 9, 2022, subject to the satisfaction of customary closing conditions.

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Roth Capital Partners is acting as the sole placement agent for the offerings.

Bio-Path will issue to the investor in the concurrent private placement warrants to purchase up to 800,000 shares of common stock, which represents 100% of the number of shares of common stock (or common stock equivalents) issued in the registered direct offering, with an exercise price $2.85 per share and exercise period commencing six (6) months following the issuance date and a term of five and one-half (5.5) years.

Bio-Path currently intends to use the net proceeds from the offerings for working capital and general corporate purposes.

The shares of common stock (or common stock equivalents) offered in the registered direct offering (but not the warrants issued in the concurrent private placement or the shares of common stock underlying the warrants) are being offered and sold by Bio-Path pursuant to a "shelf" registration statement on Form S-3 (Registration No. 333-265282), including a base prospectus, previously filed with and declared effective by the Securities and Exchange Commission (SEC) on June 14, 2022. The offering of the shares of common stock (or common stock equivalents) will be made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and an accompanying base prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC’s website located at View Source Electronic copies of the prospectus supplement and accompanying base prospectus may also be obtained from Roth Capital Partners, LLC at [email protected].

Neither the warrants issued in the concurrent private placement nor the underlying shares of common stock issuable upon exercise of the warrants will be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. The warrants and the underlying shares of common stock issuable upon exercise of the warrants will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.