BIO-PATH HOLDINGS, INC. 8-K

What Happened

• On January 2, 2026, BIO-PATH HOLDINGS, INC. (BPTH) issued Steel Giants Advisors LLC (SGA) — an advisory firm controlled by CEO Vikram Grover — 51 shares of a newly created Series S Preferred stock (each convertible into one common share and described as holding 1% of diluted votes) and 2,000,000 common stock purchase warrants (five-year term, cashless exercise feature, $0.0001 exercise price). The consideration for these securities was $10,000 of accrued payables under a consulting agreement dated October 24, 2025.
• On February 12, 2026, BPTH filed to domesticate the corporation to Wyoming and expects approval in March 2026 (timing and approval not guaranteed). The company also disclosed ongoing negotiations with creditors about restructuring payables and efforts to preserve and seek shelf-life extensions for drug supplies as it evaluates restarting some or all Phase 1 and Phase 2 trials (targets include AML, solid tumors, obesity).
• Additional actions: Jan 24, 2026 engagement of Farrington Capital Group for technology and strategic introductions (paid $1,000 cash + 100,000 restricted shares); Feb 10, 2026 approval of a Strategic Advisory Board and reservation of up to 1,500,000 incentive stock options to be issued over three years; Feb 21, 2026 cancellation of a previously approved 1-for-30 reverse stock split.

Key Details

• Issuance to CEO-controlled advisor: 51 Series S Preferred shares issued Jan 2, 2026; each convertible into 1 common share and described as holding 1% of diluted votes.
• Warrants: 2,000,000 common stock purchase warrants issued to SGA, five-year term, cashless exercise, $0.0001 exercise price.
• Domestic filing: Filed to domesticate to Wyoming on Feb 12, 2026; company expects approval in March 2026 but gives no guarantees.
• Other corporate actions: Farrington engagement (Jan 24) compensated with $1,000 + 100,000 restricted shares; reserved up to 1,500,000 incentive options (3-year, equal annual issuances); canceled previously approved 1-for-30 reverse split (Feb 21).

Why It Matters

• Potential change in voting control and related-party issuance: The Series S preferred and warrants were issued to an advisor controlled by the CEO and were paid for via accrued payables, which may affect control dynamics and raise related-party transaction considerations for investors.
• Dilution risk: Conversion of the Series S shares, exercise of 2,000,000 warrants, and issuance of up to 1,500,000 options could materially increase outstanding shares and dilute existing holders if and when exercised or issued.
• Corporate structure and operations: Domestication to Wyoming could change the company's governing law; negotiations with creditors and efforts to restart clinical trials and preserve drug supplies are material to the company’s operations and timelines but have uncertain outcomes.
• Governance and turnaround steps: Engagement of advisors and creation of a Strategic Advisory Board signal active steps toward restructuring and operational improvement, though the filing does not guarantee success.

Keywords: CEO, warrants, preferred shares, domestication, clinical trials, dilution, restructuring, reverse split, strategic advisory.