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BPTH > SEC Filings for BPTH > Form 8-K on 13-Feb-2014All Recent SEC Filings

Show all filings for BIO-PATH HOLDINGS INC

Form 8-K for BIO-PATH HOLDINGS INC


13-Feb-2014

Change in Directors or Principal Officers, Amendments to Articles of Inc. o


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

On February 11, 2014, the board of directors (the "Board") of Bio-Path Holdings, Inc. (the "Company") increased the size of the Board from four to five members and elected Heath W. Cleaver as a director of the Company to fill the vacancy created by such increase. In connection with Mr. Cleaver'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.

On February 11, 2014, the Board established (i) an Audit Committee, comprised of Gillian Ivers-Read, Michael J. Garrison and Mr. Cleaver with Mr. Cleaver being designated by the Board as an "audit committee financial expert" as defined by Item 407(d)(5) of Regulation S-K; and (ii) a Nominating/Corporate Governance Committee comprised of Ms. Ivers-Read and Messrs. Garrison and Cleaver. The Board also appointed Ms. Ivers-Read and Messrs. Garrison and Cleaver as the members of the Company's Compensation Committee. In connection therewith, the Board approved an Audit Committee Charter, a Nominating/Corporate Governance Committee Charter and a Compensation Committee Charter.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 11, 2014, the Board approved Restated Bylaws of the Company (the "Restated Bylaws") effective as of the date of adoption. The Restated Bylaws amends the Company's previous bylaws by expressly permitting shares of the Company's capital stock to be certificated or uncertificated. For ease of reference and administration, the Board reflected such amendment in the Restated Bylaws, which replaces the Company's previous bylaws in its entirety.

The above description of the amendment reflected in the Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Restated Bylaws, which is attached hereto as Exhibit 3.1.

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