Bio-Path Holdings Form 1-K: EDGAR Filing Explained

A Form 1-K is the annual report a Regulation A Tier 2 issuer must file on EDGAR after its offering, and the one Bio-Path Holdings, Inc. filed on May 1, 2026 is a useful case of an EDGAR filing explained: a former Nasdaq company now reporting under the lighter Regulation A regime, with a stark liquidity picture.

What happened

Bio-Path Holdings, a clinical- and preclinical-stage drug developer, filed its Form 1-K for the fiscal year ended December 31, 2025. The company’s technology platform, which it calls DNAbilize, packages RNAi-type drug candidates in nanoparticles. The report lists four candidates: prexigebersen (BP1001) for acute myeloid leukemia, a liposomal Bcl-2 candidate (BP1002) for lymphoma and related cancers, a liposomal STAT3 candidate (BP1003) for pancreatic and lung cancers, and BP1001-A for solid tumors and obesity.

The numbers are the headline. For 2025, Bio-Path reported no revenue and a net loss of $8.7 million. Cash at December 31, 2025 was $0, down from about $1.17 million a year earlier. Total assets were roughly $0.68 million against total liabilities of about $8.9 million, leaving a shareholders’ deficit of about $8.2 million. The accumulated deficit stood at $126.2 million.

The company stated plainly that its available cash would not be sufficient to fund obligations for the next 12 months, the language of a going-concern warning. It also reported a single full-time employee as of March 10, 2026, relying on independent contractors for other support.

The filing traces a year of turnover. The co-founder stepped down as chief executive in June 2025; an interim chief executive followed; and in October 2025 a new chief executive, who also serves as CFO and chairman, was appointed. The company engaged an advisory firm he controls for $10,000 in monthly cash payments and issued 51 shares of Series S Preferred stock that carry voting control. After a Nasdaq Hearings Panel decided to delist the shares, trading on the Nasdaq Capital Market was suspended on February 19, 2025, and the stock moved to the OTCQB Venture Market under the symbol BPTH. The report also says the Phase 2 trial for BP1001 was paused and enrollment in the BP1002 lymphoma trial was halted.

How it works

Regulation A has two tiers. Tier 2 issuers can raise up to $75 million a year but must keep reporting: an annual report on Form 1-K within 120 days of fiscal year-end, a semiannual report on Form 1-SA, and current event reports on Form 1-U. These are slimmer than the 10-K, 10-Q and 8-K package that Exchange Act registrants file.

For a company like Bio-Path, which left Nasdaq, the 1-K becomes the main audited window investors get. The report refers readers to an offering circular dated March 25, 2026 for details of its Regulation A offering; the 1-K itself does not restate the sale terms.

Key terms

• Form 1-K: The Regulation A Tier 2 annual report, including audited financial statements and management discussion.
• Going concern: An auditor and management judgment about whether a company can meet obligations for the next year without new funding.
• Shareholders’ deficit: When liabilities exceed assets, leaving negative book equity.
• Series S Preferred: Here, a small class of preferred shares that the filing says confers voting control.
• OTCQB: A tier of over-the-counter quotation for companies that are current in their reporting.

FAQ

What is the main takeaway, with this EDGAR filing explained in one line?

Bio-Path ended 2025 with no cash, a shareholders’ deficit and a stated inability to fund the next 12 months, while its clinical programs were paused or halted.

Why would a former Nasdaq company use Regulation A?

Regulation A can let a smaller issuer raise money from the public with lower ongoing reporting costs than full SEC registration. The trade-off is less frequent disclosure.

What does voting control through 51 preferred shares mean?

It means a very small number of shares can decide shareholder votes, concentrating control regardless of how much common stock others hold. The 1-K discloses this arrangement and the related advisory payments.

What should readers watch?

The next Form 1-SA semiannual report and any Form 1-U filings will show whether the company raised capital under its offering circular, whether trials resume, and how the related-party advisory arrangement develops.