Thanks Word. I went over the May SEC filing. I appreciate your clarification for the Board. Would you please address these issues.
When the deal happened in May there was a HUGE reduction in warrant exercise price. This and the issuance of new UNREGISTERED warrants was provided for $1.68 million.
As previously reported, on January 15, 2014, Bio-Path Holdings, Inc. (the “Company”) entered into a securities purchase agreement with certain investors pursuant to which the Company agreed, among other things, to issue warrants (the "2014 Warrants") to purchase up to 2,500,000 shares of common stock of the Company, par value $0.001 (“Common Stock”), to such investors in a registered direct offering. Also as previously reported, on June 29, 2016, the Company entered into a securities purchase agreement with certain investors pursuant to which the Company agreed, among other things, to issue warrants (the"2016 Warrants" and together with the 2014 Warrants, the "Original Warrants") to purchase up to 2,941,176 shares of Common Stock to such investors in a registered direct offering. The exercise price of the 2014 Warrants is $4.74 per share, and the exercise price of the 2016 Warrants is $2.30 per share.
I am not a securities expert but I thought the "new" warrants were covered under rule 144. Now the warrants are free trading when exercised and can be used for any purpose including to short BPTH. Why would PN agree to these terms absent any additional compensation?
From the original agreement:
"(a) The Holder understands that the New Warrant and the New Warrant Shares are not, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state and, accordingly, each certificate, if any, representing such securities shall bear a legend substantially similar to the following:
“THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANTTO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.”
Do you agree that since these warrants are registered they are exercisable not subject to rule 144?
That said a rough estimate of the new deal. 4.4 million shares at $.38 for $1.68 and 4.4 at million new shares @ $.60 for $2.64 million. A total of $4.32 million for 8.8 million @ .49 when exercised. Based on the present share price an OK deal.
Based on your information my assumptions were not accurate and I need to restate my question to...why register the shares now for no compensation?
Was PN promised a positive vote in the shareholder vote in exchange for registering the shares?
