Item 5.07 Submission of Matters to a Vote of Security Holders.

Bio-Path Holdings, Inc. (the "Company") held its 2012 Annual Meeting of Stockholders on December 14, 2012 in The Woodlands, Texas. At the meeting, the Company's stockholders: (i) elected each of the four persons listed below under Proposal 1 to serve as a director of the Company until its 2013 Annual Meeting of Stockholders and (ii) ratified and approved the appointment of Mantyla McReynolds, LLC as the Company's registered independent public accounting firm for the Company's fiscal year ending December 31, 2012. The following table describes the results of the voting at the annual meeting:

Proposal or Name of Nominee Shares Shares Shares Shares Broker Voted Voted Withheld Abstained Non-Votes "For" "Against" Proposal 1: Election of
Directors
Peter H. Nielsen 32,348,720 -- 108,000 -- -- Douglas P. Morris 32,348,720 -- 108,000 -- -- Gillian Ivers-Read 32,356,288 -- 100,432 -- -- Michael J. Garrison 32,356,720 -- 100,000 -- --

Proposal 2: Ratification of 32,349,499 432 -- 112,789 -- Appointment of Mantyla
McReynolds, LLC