Bio-Path Holdings (BPTH) Risk Analysis

Provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a merger, acquisition or other change in control that stockholders might otherwise consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. In addition, these provisions may frustrate or prevent any attempt by our stockholders to replace or remove our current management by making it more difficult to replace or remove our board of directors. These provisions include: - limitations on our stockholders' ability to call special meetings of stockholders;- an advance notice requirement for stockholder proposals and nominations for members of our Board;- the authority of our Board to determine the number of director seats on our Board;- the authority of our Board to fill vacancies occurring on the Board;- the authority of our Board to issue preferred stock with such terms as our Board may determine. In addition, because we are governed by Delaware law, we are subject to the provisions of Section 203 of the Delaware General Corporation Law, which prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder, generally a person who, together with its affiliates, owns or within the last three years has owned 15% of our voting stock, for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner.

Our authorized capital consists of 200,000,000 shares of common stock and 10,000,000 shares of preferred stock. Our preferred stock may be designated into series pursuant to authority granted by our certificate of incorporation, and on approval from our Board of Directors (the "Board"). The Board, without any action by our stockholders, may designate and issue shares in such classes or series as the Board deems appropriate and establish the rights, preferences and privileges of such shares, including dividends, liquidation and voting rights. The rights of holders of other classes or series of stock that may be issued could be superior to the rights of holders of our common shares. The designation and issuance of shares of capital stock having preferential rights could adversely affect other rights appurtenant to shares of our common stock.

To date, we have a low volume of daily trades in our common stock on The Nasdaq Capital Market. Our stockholders may be unable to sell their common stock at or near their asking prices or at all, which may result in substantial losses to our stockholders. The market for our common stock may be characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will be more volatile than a seasoned issuer for the foreseeable future. As noted above, our common stock may be sporadically and/or thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our stockholders may disproportionately influence the price of those shares in either direction.

The trading price of our common stock has been highly volatile. From January 1, 2020 through December 31, 2023, our stock price has fluctuated from a low of $6.40 to a high of $486.80, after adjustment for reverse stock splits. The market price for our common stock will be affected by a number of factors, including: - the denial or delay of regulatory approvals of our drug candidates or receipt of regulatory approval of competing products;- our ability to accomplish clinical, regulatory and other drug development milestones;- the ability of our drug candidates, if they receive regulatory approval, to achieve market success;- the performance of third-party manufacturers and suppliers;- developments with respect to patents and other intellectual property rights;- sales of common stock or other securities by us or our stockholders in the future;- additions or departures of key scientific or management personnel;- disputes or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our drug candidates;- trading volume of our common stock;- investor perceptions about us and our industry;- public reaction to our press releases, other public announcements and SEC and other filings;- the failure of analysts to cover us, or changes in analysts' estimates or recommendations;- the failure by us to meet analysts' projections or guidance;- general market conditions and other factors unrelated to our operating performance or the operating performance of our competitors; and - the other factors described elsewhere in this "Item 1A. Risk Factors" or the section titled "Risk Factors" contained in our other public filings. The stock prices of many companies in the biotechnology industry have experienced wide fluctuations that have often been unrelated to the operating performance of these companies. Following periods of volatility in the market price of a company's securities, securities class action litigation often has been initiated against a company. If any class action litigation is initiated against us, we may incur substantial costs and our management's attention may be diverted from our operations, which could materially adversely affect our business and financial condition.

As of December 31, 2023, there were 43,383 shares of common stock reserved for issuance upon the exercise of outstanding options granted under our equity incentive plans. As of December 31, 2023, there were (i) 937 additional shares of common stock reserved for future issuance of awards under the Bio-Path Holdings, Inc. 2017 Stock Incentive Plan, as amended (the "2017 Stock Incentive Plan"), and (ii) 53,950 additional shares of common stock reserved for future issuance of awards under the Bio-Path Holdings, Inc. 2022 Stock Incentive Plan (the "2022 Stock Incentive Plan"). In addition, as of December 31, 2023, there were 190,063 shares of common stock reserved for issuance upon the exercise of outstanding warrants that we have issued in connection with prior securities offerings. To the extent that outstanding stock options and warrants are exercised, existing stockholders' ownership interests may be diluted, which may reduce the market price of our common stock.