Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 1, 2012, the board of directors (the "Board") of Bio-Path Holdings, Inc. (the "Company") increased the size of the Board from three to four members and elected Michael J. Garrison as a director of the Company to fill the vacancy created by such increase. In connection with Mr. Garrison's election to the Board, he was granted an option to purchase 25,000 shares of the Company's common stock at an exercise price equal to the closing price per share for the Company's common stock on the OTCQX on the date of such election. Such option will vest and become exercisable on the first anniversary date of such grant, based on continuing service to the Company.