Bio-Path Holdings warns of cash crunch after CEO resigns

Rhea-AI Filing Summary

On 20–22 June 2025, Bio-Path Holdings, Inc. (BPTH) disclosed a sequence of leadership departures and an immediate operational shutdown driven by acute liquidity constraints, according to its Form 8-K filing.

Founder Peter H. Nielsen resigned from every executive position—President, Chief Executive Officer, Chief Financial Officer, Treasurer, Principal Accounting Officer—as well as Chairman and director roles. Directors Heath Cleaver and Aline Sherwood also stepped down; both stated their decisions were not the result of disagreements with the Company or Board.

The remaining directors appointed Douglas P. Morris as Chairman with no compensatory changes. Concurrently the Board instituted a company-wide operational pause, furloughing most employees and suspending the majority of drug-development activities to conserve capital while it searches for new financing.

The filing reiterates prior warnings: without additional capital, Bio-Path may have to scale back or eliminate development programs, dispose of assets on unfavorable terms, or proceed to liquidation and dissolution. There is no assurance of securing funding on acceptable terms, if at all.

Overall, the 8-K signals elevated going-concern risk, abrupt leadership vacuum and potential value erosion for shareholders.

Positive

• None.

Negative

• Founder-CEO, CFO and Chairman resigned simultaneously, removing key leadership and institutional knowledge.
• Two additional directors resigned, heightening governance instability.
• Company-wide operational pause with employee furloughs signals immediate cash shortfall and halts R&D progress.
• Explicit warning of potential liquidation if financing cannot be secured, elevating going-concern risk.

Insights

Financial Analyst

TL;DR: Leadership exits and operational furlough underline severe cash crunch and raise liquidation probability.

The simultaneous resignation of the founder-CEO/CFO and two directors removes critical institutional knowledge and investor confidence. The operational pause and widescale furlough confirm the company has hit a liquidity wall; drug-development timelines are effectively on hold, eroding asset value with each passing day. Management explicitly warns liquidation is on the table if financing fails, highlighting a near-term binary outcome. With no mention of committed funding or strategic alternatives, equity risk is skewed sharply to the downside. The market is likely to discount shares heavily to reflect going-concern uncertainty.

Corporate Governance Expert

TL;DR: Board upheaval underscores governance instability amid capital crisis.

The loss of the Chair/CEO and two independent directors within 48 hours creates a quorum challenge and raises red flags about governance continuity. Although resignations were described as non-contentious, investors typically interpret concentrated departures as distress signals. Appointing an existing director as Chairman is a stopgap rather than a strategic refresh. Combined with furloughs, the Board’s ability to supervise risk, oversee financing negotiations and protect stakeholder interests is materially weakened, amplifying downside governance risk.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Date of report (Date of earliest event reported): June 20, 2025

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BIO-PATH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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Delaware		001-36333		87-0652870
(State or other jurisdiction of incorporation)	​	(Commission File Number)	​	(IRS Employer Identification No.)

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4710 Bellaire Boulevard, Suite 210, Bellaire, Texas		77401
(Address of principal executive offices)	​	(Zip Code)

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(832) 742-1357

(Registrant’s Telephone Number, Including Area Code)

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(Former Name or Former Address, if Changed Since Last Report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.001 per share		BPTH		N/A

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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Resignation of President and Chief Executive Officer

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On June 20, 2025, Peter H. Nielsen notified the Board of Directors (the “Board”) of Bio-Path Holdings, Inc. (the “Company”) of his decision to resign as President, Chief Executive Officer, Chief Financial Officer, Treasurer, Principal Accounting Officer, Chairman of the Board, member of the Board and all committees of the Board on which he served for the Company.

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Resignation of Board Members

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On June 20, 2025, Heath Cleaver notified the Company of his decision to resign as a member of the Board and all committees of the Board on which he served. Mr. Cleaver’s resignation was not due to any disagreements with the Company or the Board.

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On June 21, 2025, Aline Sherwood notified the Company of her decision to resign as a member of the Board and all committees of the Board on which she served. Ms. Sherwood’s resignation was not due to any disagreements with the Company or the Board.

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Appointment of Chairman of the Board

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On June 22, 2025, the Board appointed Douglas P. Morris to serve as Chairman of the Board. There were no changes to Mr. Morris’s compensatory arrangements with the Company made in connection with his appointment as Chairman of the Board.

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Item 8.01 Other Events.

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The Company has instituted a Company-wide operational pause in order to conserve capital. The Company has furloughed most of its employees and paused most of its operations until further notice while the Company continues to seek financing or additional capital. The Board is currently discussing and evaluating a course of action in light of the Company’s limited capital resources, such operational pause and the resignations described above.

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As previously disclosed in the Company’s public filings, in the event that the Company is unable to secure financing or raise additional capital, it may be forced to (i) further delay, reduce the scope of or eliminate one or more of the Company’s drug development programs, (ii) relinquish, license or otherwise dispose of rights to technologies, drug candidates or products that it would otherwise seek to develop or commercialize at an earlier stage or on terms that are less favorable than might otherwise be available or (iii) liquidate and dissolve the Company. There can be no assurance that the Company will be able to raise additional capital when needed or on terms that are favorable to it, if at all. 

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

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	BIO-PATH HOLDINGS, INC.
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Dated: June 24, 2025	By:	/s/ Douglas P. Morris
		Douglas P. Morris
		Chairman of the Board

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FAQ

Why did Bio-Path Holdings (BPTH) file this Form 8-K?

To disclose leadership resignations, an operational pause, and the company’s urgent need for additional capital.

Which executives and directors resigned from BPTH?

Peter H. Nielsen resigned from all executive and board roles, while Heath Cleaver and Aline Sherwood resigned as directors.

Were the board resignations due to disagreements with BPTH management?

No. Both Cleaver and Sherwood stated their resignations were not the result of any disagreements with the Company or Board.

What operational actions did BPTH take to conserve cash?

The Board implemented a company-wide operational pause and furloughed most employees until further notice.

What risks does BPTH cite if it fails to raise capital?

It may delay or eliminate drug programs, dispose of assets on unfavorable terms, or liquidate and dissolve the company.

Who is the new Chairman of BPTH’s Board?

Director Douglas P. Morris was appointed Chairman without changes to his compensation.