BIO-PATH HOLDINGS, INC.

ITEM 1A. RISK FACTORS

Failure to meet Nasdaqs continued listing requirements could result in the delisting of our common stock, negatively impact the price of our common stock and negatively impact our ability to raise additional capital.

On March 12, 2024, we Bio-Path Holdings, Inc. (the Company) received a deficiency letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq) notifying the Company that it is not in compliance with the minimum stockholders equity requirement of at least $2,500,000 for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(1) (the Stockholders Equity Requirement). On April 26, 2024, in accordance with Nasdaq Listing Rule 5810(c)(2)(A), the Company submitted a plan to Nasdaq to regain compliance (the Compliance Plan) with the Stockholders Equity Requirement. On  and on June 12, 2024, the Company received a letter from Nasdaq granting an extension (the Extension Letter) until September 8, 2024 to demonstrate compliance with the Stockholders Equity Requirement in accordance with.

On September 12, 2024, the Company received a delisting determination letter from Nasdaq advising the Company that the teCompany did not meet the terms of the Extension Letter.

If Specifically, the Company doesid not confirm or demonstrate compliance in accordance with the Extension Letter, the CStockholders Equity Requirement by company may be subject to delisting. At that time, leting its proposed transactions as set forth in the Extension Letter. On September 19, 2024, the Company may appeal Nasdaqs delistisubmitted a hearing determinationrequest to athe Nasdaq Hearings Panel (the Panel). I, which request stayed suspension of the Company timely appeals, it would remain listed s securities and the filing of the Form 25-NSE pending the Panels decision. TOn September 19, 2024, the Company intends to continue making efforts to implement the Compliance Plan toreceived a letter from Nasdaq accepting the regain compliance withquest for appeal and scheduling the Stockholders Equity Requirement. However, there can be no assurancehearing date for November 5, 2024. At the Panel hearing, that the Company will be ableintends to present a plan to regain compliance with the Stockholders Equity Requirement withi. In the allotted extension pinteriod. If m, the Company is unsuccessful in regaining compliance within the allotted extensis common stock will continue to trade on period and appeals the delisting determination by Nasdaq to tthe Nasdaq Capital Market under the symbol BPTH pending the Panel, ts decision. There can be no assurance that such athe Companys appeal will be successful or that the Company will be able to regain compliance with the Stockholders Equity Requirement.

If our common stock is delisted, it could reduce the price of our common stock and the levels of liquidity available to our stockholders. In addition, the delisting of our common stock could materially adversely affect our access to the capital markets and any limitation on liquidity or reduction in the price of our common stock could materially adversely affect our ability to raise capital. Delisting from The Nasdaq Capital Market could also result in other negative consequences, including the potential loss of confidence by suppliers, customers and employees, the loss of institutional investor interest and fewer business development opportunities.