August 1, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
| Re: | Bio-Path Holdings, Inc. Registration Statement on Form S-1 File No. 333- 272879 |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the above-referenced Registration Statement be accelerated so that it will be declared effective at 5:00 p.m. Eastern Time on August 1, 2023, or as soon thereafter as is practicable.
Please contact William R. Rohrlich, II with Winstead PC at (281) 681-5912 once the Registration Statement is declared effective.
| BIO-PATH HOLDINGS, INC. | ||
| By: | /s/ Peter H. Nielsen | |
| Peter H. Nielsen | ||
| President and Chief Executive Officer | ||
Roth Capital Partners, LLC
888 San Clemente Drive, Suite 400
Newport Beach, CA 92660
August 1, 2023
VIA EDGAR CORRESPONDENCE
Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 |
| Re: | Bio-Path Holdings, Inc. Registration Statement on Form S-1 |
File No. 333- 272879
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, the placement agent, hereby request that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced registration statement on Form S-1 (the “Registration Statement”) to become effective at 5:00 p.m., Eastern time, on Tuesday, August 1, 2023, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated August 1, 2023 to agents, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
The undersigned, as placement agent, has complied and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
| Very truly yours, | ||
| ROTH CAPITAL PARTNERS, LLC | ||
| By: | /s/ Aaron M. Gurewitz | |
| Aaron M. Gurewitz | ||
| Head of Equity Capital Markets | ||
| cc: M. Ali Panjwani, Esq. |
| Pryor Cashman LLP |