Bio-Path Holdings, Inc. - Form 10-Q

Bio-Path Holdings, Inc. - Form 10-Q - September 30, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 001-36333

Bio-Path Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware		87-0652870
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)


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

(630) 708-0750

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At January 9, 2026, the Company had 9,242,151 outstanding shares of common stock, par value $0.001 per share, with a total value of $542,514.


		Page
PART I - FINANCIAL INFORMATION		5
Item 1.	Financial Statements	5
	Condensed Consolidated Balance Sheets (Unaudited and not reviewed)	5
	Condensed Consolidated Statements of Operations (Unaudited and not reviewed)	6
	Condensed Consolidated Statements of Cash Flows (Unaudited and not reviewed)	7
	Condensed Consolidated Statements of Shareholders’ (Deficit) Equity (Unaudited and not reviewed)	8
	Notes to the Unaudited and not Reviewed Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	29
PART II - OTHER INFORMATION		30
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31
Signature		32

	As of September 30,			As of December 31,
	2025			2024
	(unaudited and not reviewed)
Assets

Current assets
Cash	$	—		$	1,173
Prepaid drug product		474			1,074
Other current assets		189			1,529
Total current assets		663			3,776

Fixed assets
Furniture, fixtures & equipment		1,010			1,077
Less accumulated depreciation		(1,010	)		(1,054	)
Fixed assets, net		—			23

Right of use operating assets		27			84

Total Assets	$	690		$	3,883
Liabilities & Shareholders' (Deficit) Equity
Current liabilities
Accounts payable	$	4,898		$	1,274
Notes payable		452			—
Accrued expenses		2,963			1,938
Derivative liabilities		343			—
Lease liabilities		27			83
Total current liabilities		8,683			3,295

Warrant liability		11			434

Total Liabilities		8,694			3,729

Shareholders' (deficit) equity
Preferred stock, $.001 par value; 10,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $.001 par value; 200,000 shares authorized; 9,242 and 5,768 shares issued and outstanding, respectively		9			6
Common stock to be issued		1			—
Additional paid-in capital		117,912			117,649
Accumulated deficit		(125,926	)		(117,501	)
Total shareholders' (deficit) equity		(8,004	)		154
Total Liabilities & Shareholders' (Deficit) Equity	$	690		$	3,883


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024

Operating expenses

Research and development	$	275		$	1,317		$	6,300		$	5,478
General and administrative		213			1,317			1,991			3,889

Total operating expenses		488			2,634			8,291			9,367

Net operating loss	$	(488	)	$	(2,634	)	$	(8,291	)	$	(9,367	)

Other income (expense)
Change in fair value of warrant and derivative liabilities		(315	)		515			79			2,216
Loss on convertible debt conversions		(43	)					(43	)
Interest expense		(130	)		4			(170	)		10

Total other income (expense)		(488	)		519			(134	)		2,226

Net loss	$	(976	)	$	(2,115	)	$	(8,425	)	$	(7,141	)

Net loss per share, basic and diluted	$	(0.11	)	$	(0.70	)	$	(1.07	)	$	(4.05	)

Basic and diluted weighted average number of common shares outstanding		8,521			3,017			7,906			433


							Additional
	Common Stock					Common Stock	Paid in			Accumulated
Description	Shares		Amount			To Be Issued	Capital			Deficit			Total

Balance at June 30, 2024		2,283	$	2	$	—	$	113,922		$	(112,633	)	$	1,291

Issuance of common stock and warrants, net of fees and warrant liability		1,427		2		—		(18	)		—			(16	)
Stock-based compensation		—		—		—		128			—			128
Net loss		—		—		—		—			(2,115	)		(2,115	)

Balance at September 30, 2024		3,710	$	4	$	—	$	114,032		$	(114,748	)	$	(712	)


Balance at June 30, 2025		8,308	$	8	$	—	$	117,784		$	(124,950	)	$	(7,158	)

Stock-based compensation		—		—		—		27			—			27
Conversion of convertible debt to common stock		934		1		1		101			—			103
Net loss		—		—		—		—			(976	)		(976	)

Balance at September 30, 2025		9,242	$	9	$	1	$	117,912		$	(125,926	)	$	(8,004	)


							Additional
	Common Stock					Common Stock	Paid in			Accumulated
Description	Shares		Amount			To Be Issued	Capital			Deficit			Total

Balance at December 31, 2023		618	$	1	$	—	$	108,047		$	(107,607	)	$	441

Issuance of common stock and warrants, net of fees and warrant liability		3,092		3		—		5,546			—			5,549
Stock-based compensation		—		—		—		439			—			439
Net loss		—		—		—		—			(7,141	)		(7,141	)

Balance at September 30, 2024		3,710	$	4	$	—	$	114,032		$	(114,748	)	$	(712	)


Balance at December 31, 2024		5,768	$	6	$	—	$	117,649		$	(117,501	)	$	154

Exercise of pre-funded warrants, net of fees		2,540		2		—		(1	)		—			1
Stock-based compensation		—		—		—		163			—			163
Conversion of convertible debt		1.395		1		1		101			—			103
Net loss		—		—		—		—			(8,425	)		(8,425	)

Balance at September 30, 2025		9,703	$	9	$	1	$	117,912		$	(125,926	)	$	(8,004	)


	Fair Value Measurements at
	September 30, 2025
	(In thousands)
	Level 1		Level 2		Level 3		Total
Liabilities:
Warrant liability	$	—	$	—	$	11	$	11
Derivative liability		—		—		343		343
	$	—	$	—	$	354	$	354

		Fair Value Measurements at
		December 31, 2024
		(In thousands)
		Level 1	Level 2		Level 3		Total
Liabilities:
Warrant liability	$	—	$	—	$	434	$	434


	Fair Value of
	Warrant
	Liability
	(In thousands)
Balance at December 31, 2024	$	434
Change in fair value		(423	)
Balance at September 30, 2025	$	11


	As of September 30, 2025
Risk-free interest rate		3.92	%
Expected volatility		152 – 180	%
Expected term in years		1- 3.9
Dividend yield		—	%


		Weighted-
		Average
		Exercise
	Options	Price
	(In thousands)
Outstanding at December 31, 2024	96	$	71.40
Forfeited	(36)		5.99
Outstanding at September 30, 2025	60	$	107.50
Vested and expected to vest September 30, 2025	60	$	108.18
Exercisable at September 30, 2025	42	$	150.44


Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger and Reorganization dated September 27, 2007, by and among the Company, Biopath Acquisition Corp., a Utah corporation and wholly owned subsidiary of the registrant, and Bio-Path, Inc., a Utah corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 27, 2007).
3.1		Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on January 6, 2015).
3.2		Certificate of Amendment to the Certificate of Incorporation of Bio-Path Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 9, 2018).
3.3		Certificate of Amendment to the Certificate of Incorporation of Bio-Path Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 16, 2019).
3.4		Certificate of Amendment to the Certificate of Incorporation of Bio-Path Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 23, 2024).
3.5		First Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 7, 2017).
3.6		Amendment No. 1 to the First Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 8, 2023).
4.1		Promissory Note, dated as of April 28, 2025, issued by the Company in favor of the Second Lender (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 29, 2025).
10.1		Securities Purchase Agreement, dated as of April 28, 2025, by and between the Company and the Second Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 29, 2025).
10.2		Second Amendment to Lease Agreement, dated April 10, 2025, by and between the Company and HJF Properties, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 15, 2025).
31*		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 Sarbanes Oxley Act of 2002.
32**		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101*		The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets (Unaudited); (ii) Condensed Consolidated Statements of Operations (Unaudited); (iii) Condensed Consolidated Statements of Cash Flows (Unaudited); (iv) Condensed Consolidated Statements of Shareholders’ Equity (Unaudited); and (v) Notes to the Unaudited Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104*		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in Inline XBRL (included as Exhibit 101).


Dated:	January 12, 2026	BIO-PATH HOLDINGS, INC.

		By:	/s/ Vikram Grover
			Vikram Grover
			Chief Executive Officer (Principal Executive Officer) Chief Financial Officer (Principal Financial Officer)

SEC Form 10-Q filed by Bio-Path Holdings Inc.