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): December 17, 2020
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.) |
| 4710 Bellaire Boulevard, Suite 210, Bellaire, Texas | 77401 |
| (Address of principal executive offices) | (Zip Code) |
(832) 742-1357
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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 | | The Nasdaq Capital Market |
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. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
Bio-Path Holdings, Inc. (the “Company”) held its 2020 annual meeting (the “2020 Annual Meeting”) of stockholders on December 17, 2020 in The Woodlands, Texas. At the 2020 Annual Meeting, the Company’s stockholders: (i) elected the five persons listed below under Proposal 1 to serve as directors of the Company, to hold office until the Company’s next annual meeting of stockholders or until their respective successors have been duly elected and qualified; (ii) ratified and approved the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2020; and (iii) approved, on a non-binding advisory basis, the Rule 14a-8 stockholder proposal regarding a compensation study. The following describes the results of the voting at the 2020 Annual Meeting:
| Proposal 1: | For the election of directors of the Company, to hold office until the Company’s next annual meeting of stockholders or until their respective successors have been duly elected and qualified: |
Name of
Nominee | Shares Voted
“For” | Shares Voted
“Against” | Shares
Withheld | Shares
Abstained | Broker
Non-Votes |
| Peter H. Nielsen | 617,104 | -- | 71,170 | -- | 2,577,612 |
| Heath W. Cleaver | 582,891 | -- | 105,383 | -- | 2,577,612 |
| Paul D. Aubert | 585,158 | -- | 103,116 | -- | 2,577,612 |
| Martina Molsbergen | 585,337 | -- | 102,937 | -- | 2,577,612 |
| Douglas P. Morris | 629,855 | -- | 58,419 | -- | 2,577,612 |
| Proposal 2: | For the ratification and approval of the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2020: |
Shares Voted
“For” | Shares Voted
“Against” | Shares
Withheld | Shares
Abstained | Broker
Non-Votes |
| 3,138,152 | 82,919 | -- | 44,815 | -- |
| Proposal 3: | For the non-binding advisory approval of the Rule 14a-8 stockholder proposal regarding a compensation study: |
Shares Voted
“For” | Shares Voted
“Against” | Shares
Withheld | Shares
Abstained | Broker
Non-Votes |
| 395,266 | 225,286 | -- | 67,722 | 2,577,612 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | BIO-PATH HOLDINGS, INC. |
| | | |
| Dated: December 18, 2020 | By: | /s/ Peter H. Nielsen | |
| | | Peter H. Nielsen |
| | | President and Chief Executive Officer |
