Bio-Path (BPTH) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 12, 2024, with voting on key proposals including director elections, auditor ratification, stock incentive plan amendment, reverse stock split, private placement share issuance, and potential adjournment to solicit more proxies if needed.

• Proxy materials are primarily distributed online, with options for shareholders to request printed copies and vote via internet, mail, or in person.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, ratifying Ernst & Young LLP as auditor, amending the 2022 Stock Incentive Plan to add 1,200,000 shares, approving a reverse stock split up to 1-for-30, authorizing issuance of more than 20% of common stock in a private placement, and potentially adjourning the meeting to solicit more proxies.

• The board recommends voting in favor of all proposals.

• Shareholder proposals for the 2025 annual meeting must be received between September 13 and October 13, 2025.

Board of directors and corporate governance

• The board consists of five nominees, three of whom are independent under Nasdaq standards.

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

• The board combines the roles of Chairman and CEO, currently held by Peter H. Nielsen, and does not have a lead independent director.

• Board diversity matrix shows one female and four male directors, all identifying as White.

• The company has an insider trading policy prohibiting hedging without compliance officer approval.