As previously disclosed, on July 13, 2020, Bio-Path Holdings, Inc. (the "Company") entered into an At-TheMarket Offering Agreement (the "Offering Agreement") with H. C. Wainwright & Co., LLC ("Wainwright"), as sales
agent and/or principal, pursuant to which the Company could offer and sell, from time to time, through or to
Wainwright, shares of the Company’s common stock, par value $0.001 per share ("Common Stock").
On December 7, 2022, the Company received written notice from Wainwright that Wainwright had elected,
pursuant to Section 8(b) of the Offering Agreement, to terminate the Offering Agreement effective as of December 7,
2022. The Company will not incur any material early termination penalties in connection with the termination of the
Offering Agreement.
As of immediately prior to the termination of the Offering Agreement, offers and sales of shares of Common
Stock under the Offering Agreement were being made pursuant to a shelf registration statement on Form S-3 filed with
the U.S. Securities and Exchange Commission (the "Commission"), which was declared effective by the Commission on
June 14, 2022 (File No. 333-265282) (the "2022 Shelf Registration Statement"), and a related prospectus filed with the
Commission on June 14, 2022, as supplemented and amended pursuant to a prospectus supplement filed with the
Commission on July 29, 2022 (as supplemented and amended, the "ATM Prospectus"). The ATM Prospectus covered
the offer and sale of shares of Common Stock having a maximum aggregate offering price of up to $3.0 million.
As of immediately prior to the termination of the Offering Agreement, all $3.0 million of shares of Common
Stock remained available for sale pursuant to the ATM Prospectus and the Offering Agreement. As a result of the
termination of the Offering Agreement, the Company will not offer or sell any additional shares of Common Stock under
the ATM Prospectus or the Offering Agreement, and the entire $3.0 million of shares of Common Stock included in
ATM Prospectus will be available for sale in other offerings pursuant to the 2022 Shelf Registration Statement.
A copy of the Offering Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K
filed with the Commission on July 14, 2020. The description of the Offering Agreement contained in this Current Report
on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the Offering Agreement.
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