Bio Path Holdings Inc (BPTH)

[pvrad]

Here is a link to the SEC's website. It basically states that rules regarding Reverse Stock Splits are governed by State Corporate Law or the corporation bylaws.

https://www.sec.gov/fast-answers/answersreversesplithtm.html

I have read through Bio-path's bylaws tonight. The phrases "broker non-votes", "reverse stock split" and "stock split" do not occur in the document. There are of course references to voting and voting procedures by the shareholders. It says nothing about what constitutes a "routine" or "non-routine" proposal.

I have searched documents regarding Delaware General Corporate Law (DGCL) but have been unable to find any specific or helpful information about Delaware law regarding Reverse Stock Splits.

Since it appears to come down to state law and/or the bylaws, I will reach out to the Delaware law firm tomorrow to ask a few questions. I have prepared a document with links to relevant information that may make it easier for an attorney to research our questions. It can be easily emailed to them if it seems reasonable to proceed.

I would hope that if reverse stock splits are governed by Delaware General Corporate Law, a Delaware attorney practicing in that area would have a pretty quick answer about what the law states about how to handle "broker non-votes". It may come down to a legal opinion on the bylaws.

(I received another call from an OpGen representative today while I was out, looking to get my proxy votes for their shareholder meeting on Wednesday regarding their reverse stock split proposal in which they clearly state that broker non-votes will count "against" the proposal. They are also a company incorporated in Delaware and traded on the Nasdaq. I could not find their bylaws online to see if they specifically stipulate how to handle such a proposal, but they clearly state in their shareholder voting material that they consider a reverse stock split to be a non-routine proposal.)

BTW, In re-reading Doug Morris' response to Brettj (post #3450), are we to conclude that Bio-Path contacted ALL brokers of shareholders who did not personally respond or give directives AND received a vote "For" proposals 3 and 4? In Bio-Path's voting results they list no "Broker non-votes" for proposals 3 and 4, instead combining those numbers into the "For" column? Can someone help me with that?

See: http://www.biopathholdings.com/wp-content/uploads/2017/12/BPTH_8K_20171227.pdf

In Section 2.9 of the bylaws it sets forth guidelines for "Inspectors of Elections" who are to oversee the "validity and counting of proxies and ballots" (2.9 (d)). Maybe shareholders have the right to see any proxy votes that brokers entered - which I imagine should include a record of the name of a broker, which shareholder they were representing, how many shares were represented and the date they were contacted and entered that vote. If it gets that far, I'll ask the attorney to interpret that section of the bylaws for me.

See bylaws here: http://www.biopathholdings.com/wp-content/uploads/2016/04/Bylaws_of_Bio-Path_Holdings__Inc__DE.pdf

I'll let you know what I find out.