Bio-Path (BPTH) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 12, 2024, with stockholders of record as of October 21, 2024, eligible to vote on key proposals.

• Voting can be conducted online, by mail, or in person, with detailed instructions provided to all stockholders.

• The Board recommends voting in favor of all proposals, including director elections, auditor ratification, stock plan amendment, reverse stock split, private placement share issuance, and potential adjournment.

Voting matters and shareholder proposals

• Election of five directors to serve until the 2025 annual meeting.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year 2024.

• Amendment to the 2022 Stock Incentive Plan to increase issuable shares by 1,200,000, totaling 1,265,000 shares.

• Amendment to the Certificate of Incorporation to effect a reverse stock split at a ratio up to 1-for-30, at the Board's discretion.

• Approval for issuance of more than 20% of common stock pursuant to a private placement and Nasdaq Listing Rule 5635(d).

• Approval to adjourn the meeting if more time is needed to solicit votes for the reverse stock split.

Board of directors and corporate governance

• Five director nominees, three of whom are independent under Nasdaq standards.

• Board committees include Audit, Compensation, Nominating/Corporate Governance, Business Development, and a Scientific Advisory Board.

• Board diversity matrix: 1 female and 4 male directors, all white, as of October 2024.

• No formal lead independent director; CEO also serves as Chairman.