Bio-Path (BPTH) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 12, 2024, at 4:00 p.m. CST in The Woodlands, Texas.

• Proxy materials available online, by email, or mail upon request; voting instructions provided for online, phone, and in-person participation.

Voting matters and shareholder proposals

• Election of five directors to serve until the 2025 Annual Meeting or until successors are elected.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2024.

• Approval sought to amend the 2022 Stock Incentive Plan, increasing shares issuable by 1,200,000 to a total of 1,265,000.

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

• Approval for issuance of more than 20% of common stock under Private Placement and Nasdaq Listing Rule 5635(d).

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

Board of directors and corporate governance

• Nominees for director positions: Peter H. Nielsen, Heath W. Cleaver, Paul D. Aubert, Aline B. Sherwood, Douglas P. Morris.

• Board recommends voting in favor of all director nominees and all proposals.