Issuer Infomation

Exact name of issuer as specified in the issuer's charter

Bio-Path Holdings, Inc.

Jurisdiction of Incorporation / Organization

DELAWARE

Year of Incorporation

2000

CIK

0001133818

Primary Standard Industrial Classification Code

PHARMACEUTICAL PREPARATIONS

I.R.S. Employer Identification Number

87-0652870

Total number of full-time employees

10

Total number of part-time employees

0

Contact Infomation

Address of Principal Executive Offices

Address 1

4710 Bellaire Boulevard

Address 2

Suite 210

City

Bellaire

State/Country

TEXAS

Mailing Zip/ Postal Code

77401

Phone

832-742-1357

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Name

William R. Rohrlich

Address 1

Address 2

City

State/Country

Mailing Zip/ Postal Code

Phone

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Use the financial statements for the most recent period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine "Total Revenues" for all companies selecting "Other" for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting "Insurance", refer to Article 7-04 of Regulation S-X for calculation of "Total Revenues" and paragraphs 5 and 7 of Article 7-04 for "Costs and Expenses Applicable to Revenues".

Industry Group (select one)

Banking

Insurance

Other

Balance Sheet Information

Cash and Cash Equivalents

$ 1173000.00

Investment Securities

$ 0.00

Total Investments

$

Accounts and Notes Receivable

$ 0.00

Loans

$

Property, Plant and Equipment (PP&E):

$ 1077000.00

Property and Equipment

$

Total Assets

$ 3883000.00

Accounts Payable and Accrued Liabilities

$ 3212000.00

Policy Liabilities and Accruals

$

Deposits

$

Long Term Debt

$ 0.00

Total Liabilities

$ 3729000.00

Total Stockholders' Equity

$ 154000.00

Total Liabilities and Equity

$ 3883000.00

Statement of Comprehensive Income Information

Total Revenues

$ 0.00

Total Interest Income

$

Costs and Expenses Applicable to Revenues

$ 0.00

Total Interest Expenses

$

Depreciation and Amortization

$ 159000.00

Net Income

$ -9894.00

Earnings Per Share - Basic

$ -4.12

Earnings Per Share - Diluted

$ -4.12

Name of Auditor (if any)

Ernst & Young LLP

Outstanding Securities

Common Equity

Name of Class (if any) Common Equity

Common Stock, par value $.001

Common Equity Units Outstanding

8307892

Common Equity CUSIP (if any):

09057N409

Common Equity Units Name of Trading Center or Quotation Medium (if any)

OTCQB Venture Market

Preferred Equity

Preferred Equity Name of Class (if any)

Preferred stock, $.001 par val

Preferred Equity Units Outstanding

0

Preferred Equity CUSIP (if any)

000000000

Preferred Equity Name of Trading Center or Quotation Medium (if any)

None

Debt Securities

Debt Securities Name of Class (if any)

None

Debt Securities Units Outstanding

0

Debt Securities CUSIP (if any):

000000000

Debt Securities Name of Trading Center or Quotation Medium (if any)

None

Issuer Eligibility

Check this box to certify that all of the following statements are true for the issuer(s)

Checkbox checked

Organized under the laws of the United States or Canada, or any State, Province, Territory or possession thereof, or the District of Columbia.
Principal place of business is in the United States or Canada.
Not subject to section 13 or 15(d) of the Securities Exchange Act of 1934.
Not a development stage company that either (a) has no specific business plan or purpose, or (b) has indicated that its business plan is to merge with an unidentified company or companies.
Not an investment company registered or required to be registered under the Investment Company Act of 1940.
Not issuing fractional undivided interests in oil or gas rights, or a similar interest in other mineral rights.
Not issuing asset-backed securities as defined in Item 1101 (c) of Regulation AB.
Not, and has not been, subject to any order of the Commission entered pursuant to Section 12(j) of the Exchange Act (15 U.S.C. 78l(j)) within five years before the filing of this offering statement.
Has filed with the Commission all the reports it was required to file, if any, pursuant to Rule 257 during the two years immediately before the filing of the offering statement (or for such shorter period that the issuer was required to file such reports).

Application Rule 262

Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.

Checkbox checked

Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.

Checkbox not checked

Summary Infomation

Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering

Tier1

Tier2

Check the appropriate box to indicate whether the financial statements have been audited

Unaudited

Audited

Types of Securities Offered in this Offering Statement (select all that apply)

Equity (common or preferred stock)

Option, warrant or other right to acquire another security

Security to be acquired upon exercise of option, warrant or other right to acquire security

Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)?

Yes

No

Does the issuer intend this offering to last more than one year?

Yes

No

Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)?

Yes

No

Will the issuer be conducting a best efforts offering?

Yes

No

Has the issuer used solicitation of interest communications in connection with the proposed offering?

Yes

No

Does the proposed offering involve the resale of securities by affiliates of the issuer?

Yes

No

Number of securities offered

71428571

Number of securities of that class outstanding

8307892

The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of "aggregate offering price" or "aggregate sales" as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.

Price per security

$ 0.5350

The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer

$ 5000000.00

The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders

$ 0.00

The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement

$ 0.00

The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement

$ 0.00

Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs)

$ 5000000.00

Anticipated fees in connection with this offering and names of service providers

Underwriters - Name of Service Provider

D. Boral Capital LLC.

Underwriters - Fees

$ 85000.00

Sales Commissions - Name of Service Provider

Sales Commissions - Fee

$

Finders' Fees - Name of Service Provider

N/A

Finders' Fees - Fees

$ 0.00

Accounting or Audit - Name of Service Provider

Ernst & Young

Accounting or Audit - Fees

$ 35000.00

Legal - Name of Service Provider

Winstead PC

Legal - Fees

$ 40000.00

Promoters - Name of Service Provider

N/A

Promoters - Fees

$ 0.00

Blue Sky Compliance - Name of Service Provider

N/A

Blue Sky Compliance - Fees

$ 0.00

CRD Number of any broker or dealer listed:

000103792

Estimated net proceeds to the issuer

$ 4415000.00

Clarification of responses (if necessary)

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Selected States and Jurisdictions

ALABAMA

ALASKA

ARIZONA

ARKANSAS

CALIFORNIA

COLORADO

CONNECTICUT

DELAWARE

FLORIDA

GEORGIA

HAWAII

IDAHO

ILLINOIS

INDIANA

IOWA

KANSAS

KENTUCKY

LOUISIANA

MAINE

MARYLAND

MASSACHUSETTS

MICHIGAN

MINNESOTA

MISSISSIPPI

MISSOURI

MONTANA

NEBRASKA

NEVADA

NEW HAMPSHIRE

NEW JERSEY

NEW MEXICO

NEW YORK

NORTH CAROLINA

NORTH DAKOTA

OHIO

OKLAHOMA

OREGON

PENNSYLVANIA

RHODE ISLAND

SOUTH CAROLINA

SOUTH DAKOTA

TENNESSEE

TEXAS

UTAH

VERMONT

VIRGINIA

WASHINGTON

WEST VIRGINIA

WISCONSIN

WYOMING

DISTRICT OF COLUMBIA

PUERTO RICO

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

None

Same as the jurisdictions in which the issuer intends to offer the securities

Selected States and Jurisdictions

ALABAMA

ALASKA

ARIZONA

ARKANSAS

CALIFORNIA

COLORADO

CONNECTICUT

DELAWARE

FLORIDA

GEORGIA

HAWAII

IDAHO

ILLINOIS

INDIANA

IOWA

KANSAS

KENTUCKY

LOUISIANA

MAINE

MARYLAND

MASSACHUSETTS

MICHIGAN

MINNESOTA

MISSISSIPPI

MISSOURI

MONTANA

NEBRASKA

NEVADA

NEW HAMPSHIRE

NEW JERSEY

NEW MEXICO

NEW YORK

NORTH CAROLINA

NORTH DAKOTA

OHIO

OKLAHOMA

OREGON

PENNSYLVANIA

RHODE ISLAND

SOUTH CAROLINA

SOUTH DAKOTA

TENNESSEE

TEXAS

UTAH

VERMONT

VIRGINIA

WASHINGTON

WEST VIRGINIA

WISCONSIN

WYOMING

DISTRICT OF COLUMBIA

PUERTO RICO

Unregistered Securities Issued or Sold Within One Year

None Checkbox not checked

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer

Bio-Path Holdings, Inc.

(b)(1) Title of securities issued

Common warrants and placement agent warrants to purchase common stock, par value $0.001 per share

(2) Total Amount of such securities issued

403125

(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.

0

(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.

1200000

(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer

Bio-Path Holdings, Inc.

(b)(1) Title of securities issued

Common stock and prefunded, common and placement agent warrants to purchase common stock, par value $0.001 per share

(2) Total Amount of such securities issued

5565612

(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.

0

(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.

4000000

(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer

Bio-Path Holdings, Inc.

(b)(1) Title of securities issued

Prefunded, common and placement agent warrants to purchase common stock, par value $0.001 per share

(2) Total Amount of such securities issued

17757844

(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.

0

(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.

4000000

(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).

Unregistered Securities Act

(d) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption

Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder.

1-A: Filer Information

Submission Contact Information

1-A: Item 1. Issuer Information

Issuer Infomation

Contact Infomation

Address of Principal Executive Offices

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Balance Sheet Information

Statement of Comprehensive Income Information

Outstanding Securities

Common Equity

Preferred Equity

Debt Securities

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

1-A: Item 3. Application of Rule 262

Application Rule 262

1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

Summary Infomation

Anticipated fees in connection with this offering and names of service providers

1-A: Item 5. Jurisdictions in Which Securities are to be Offered

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued

Unregistered Securities Issued

Unregistered Securities Issued

Unregistered Securities Act

Amendment: SEC Form 1-A/A filed by Bio-Path Holdings Inc.