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Bio-Path (BPTH) grants CEO affiliate new preferred shares and weighs trial restarts

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Bio-Path Holdings, Inc. reported several governance and strategic actions, including issuing Steel Giants Advisors LLC 51 shares of new Series S Preferred stock and 2,000,000 common stock purchase warrants in exchange for $10,000 of accrued payables. The company filed to domesticate from Delaware to Wyoming, expecting approval in March 2026, and is negotiating with creditors while evaluating restarting certain Phase 1 and Phase 2 drug trials. Bio-Path engaged Farrington Capital Group for technology and strategic support, paying $1,000 and issuing 100,000 restricted common shares, created a Strategic Advisory Board with associated option incentives, and, together with its majority holder, canceled a previously approved 1-for-30 reverse stock split, concluding it was not in shareholders’ interests.

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Insights

Bio-Path outlines restructuring steps, related-party issuance, and governance shifts.

Bio-Path Holdings issues new Series S Preferred shares and 2,000,000 warrants to Steel Giants Advisors LLC, an entity controlled by its CEO, for $10,000 of accrued payables. This concentrates voting influence via preferred stock carrying one percent diluted voting power per share while adding warrant-linked potential equity overhang.

The company is pursuing domestication to Wyoming and is in discussions with payables and creditors while assessing restart of Phase 1 and Phase 2 trials in AML, solid tumors, obesity, and other areas. These steps indicate an operational and capital structure reset, but actual outcomes depend on creditor agreements and trial reactivation feasibility.

Additional moves include hiring Farrington Capital Group for technology and advisory work, forming a Strategic Advisory Board with future option incentives, and canceling a 1-for-30 reverse split previously approved in December 2024. Together, these actions frame a management-led turnaround effort whose results will become clearer in subsequent company disclosures.

Item 5.01 Changes in Control of Registrant Governance
A change in control of the company occurred, such as through a merger, takeover, or management buyout.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.1 Item 7.1
Item 8.1 Item 8.1

FAQ

What change in control did Bio-Path Holdings (BPTH) report in this 8-K?
Bio-Path issued 51 shares of newly created Series S Preferred stock and 2,000,000 common stock purchase warrants to Steel Giants Advisors LLC, controlled by its CEO. Each preferred share converts into one common share and carries one percent of diluted voting power, shifting significant influence to SGA.

What are the terms of the warrants issued by Bio-Path Holdings (BPTH) to Steel Giants Advisors?
Bio-Path issued Steel Giants Advisors 2,000,000 common stock purchase warrants with a five-year term, a cashless exercise feature, and an exercise price of $0.0001. These warrants were granted as part of consideration for accrued payables under a consulting agreement with the advisory firm.

How is Bio-Path Holdings (BPTH) changing its state of incorporation?
Bio-Path filed paperwork on February 12, 2026 to domesticate the corporation from Delaware to Wyoming. The company expects approval in March 2026 but notes there can be no assurances about the timing or successful completion of this domestication process.

What restructuring and clinical trial plans did Bio-Path Holdings (BPTH) describe?
Bio-Path said it is in various stages of analysis, discussion, and negotiation with payables and creditors about restructuring relationships. In parallel, it is evaluating restarting some or all Phase 1 and Phase 2 drug trials for AML, solid tumors, obesity, and other conditions, without guaranteeing outcomes.

What compensation did Farrington Capital Group receive from Bio-Path Holdings (BPTH)?
Farrington Capital Group was engaged to enhance online platforms, introduce strategic advisors, and review operations. As compensation, Bio-Path paid $1,000 in cash and issued 100,000 restricted common shares, aligning part of the advisor’s compensation with the company’s equity.

What decision did Bio-Path Holdings (BPTH) make about its previously approved reverse stock split?
On February 21, 2026, Bio-Path’s majority shareholder, Steel Giants Advisors LLC, and the Board canceled a 1-for-30 reverse stock split approved in December 2024. They concluded the reverse split was not in shareholders’ or the corporation’s interests given the limited number of common shares outstanding.

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Understanding 8-K Material Events →
false --12-31 0001133818 0001133818 2026-01-02 2026-01-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): January 2, 2026

 

BIO-PATH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-36333   87-0652870

(State or other jurisdiction

of incorporation)

   (Commission File Number)   (IRS Employer Identification No.)

 

 

625 Stanwix St. #2407, Pittsburgh, PA   15222
(Address of principal executive offices)   (Zip Code)

 

(630) 708-0750

(Registrant’s Telephone Number, Including Area Code)

 

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:

 

☐ 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))

 

 

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

 

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

 

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).

 

Emerging growth company ☐

 

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. ☐

 

  
 

 

Bio-Path Holdings, Inc. is referred to herein as “Bio-Path”, “we”, “us”, or “the Company”.

 

Item 5.01 Changes in Control of Registrant.

 

On January 2, 2026, we issued Steel Giants Advisors LLC (“SGA”) fifty-one (51) shares of a newly created Series S Preferred stock each convertible into one (1) common share and holding one (1) percent of the diluted votes of the corporation. Additionally, we issued SGA two million (2,000,000) common stock purchase warrants with a five-year expiration, cashless exercise feature, and an exercise price of $0.0001. SGA is an advisory firm controlled by our CEO Vikram Grover. $10,000 of accrued payables owed to SGA, under our consulting agreement with SGA signed October 24, 2025, were used as consideration for the Series S Preferred shares and warrants.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On February 12, 2026, we filed paperwork with the Secretary of State of Wyoming to domesticate the corporation to Wyoming. We expect this application to be approved in March 2026, though there can be no assurances of timing or successful completion.

 

Item 7.1 Regulation FD Disclosure.

 

We are in various stages of analysis, discussion and negotiation with our payables and creditors regarding restructuring our relationships, restarting some or all our Phase 1 and Phase 2 drug trials targeting AML, solid tumors, obesity, and other afflictions. We intend to preserve drug supplies stored at key vendors and petition for shelf-life extensions of the doses, though there can be no assurances of successful outcomes.

 

Item 8.1 Other Events.

 

On January 24, 2026, we engaged Farrington Capital Group, Inc. to enhance our online and technological platforms including our corporate website @ www.biopathholdings.com, make introductions to strategic advisors, and review our operations. As compensation, we paid FCG $1,000 cash and issued 100,000 restricted common shares.

 

On February 10, 2026, we approved the creation of a Strategic Advisory Board to include medical research professionals, distinguished members of the academic community, and medical industry leaders to guide us through our planned turnaround. To support this effort, we reserved up to 1,500,000 million incentive stock options to be issued to several individuals over a three-year term commitment in equal annual issuances at or around market prices on issuance. We have made offers to several candidates who are in various stages of review and acceptance, though there can be no assurances they will accept the proposed terms.

 

On February 21, 2026, our majority shareholder Steel Giants Advisors LLC and our Board of Directors canceled a 1-30 reverse split of our common stock previously approved by our shareholders and Board of Directors on December 12, 2024. All parties agreed the proposed corporate action was not in the interests of shareholders or the corporation given our limited number issued and outstanding common shares.

 

 2 
 

SIGNATURES

 

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.

 

  BIO-PATH HOLDINGS, INC.
   
Dated: February 24, 2026  By: /s/ Vikram Grover
    Vikram Grover
    Chief Executive Officer, Chief Financial Officer and Director

 

 3 
 

 

Source: View Original Filing on SEC EDGAR

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