0000919574-19-000547.txt : 20190123 0000919574-19-000547.hdr.sgml : 20190123 20190123180908 ACCESSION NUMBER: 0000919574-19-000547 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190118 FILED AS OF DATE: 20190123 DATE AS OF CHANGE: 20190123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARMISTICE CAPITAL, LLC CENTRAL INDEX KEY: 0001601086 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36333 FILM NUMBER: 19538291 BUSINESS ADDRESS: STREET 1: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 231-4932 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Armistice Capital Master Fund Ltd. CENTRAL INDEX KEY: 0001633584 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36333 FILM NUMBER: 19538292 BUSINESS ADDRESS: STREET 1: C/O ARMISTICE CAPITAL, LLC STREET 2: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-231-4932 MAIL ADDRESS: STREET 1: C/O ARMISTICE CAPITAL, LLC STREET 2: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Boyd Steven CENTRAL INDEX KEY: 0001706140 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36333 FILM NUMBER: 19538293 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BIO-PATH HOLDINGS INC CENTRAL INDEX KEY: 0001133818 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 870652870 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4710 BELLAIRE BOULEVARD STREET 2: SUITE 210 CITY: BELLAIRE STATE: TX ZIP: 77401 BUSINESS PHONE: (832) 742-1357 MAIL ADDRESS: STREET 1: 4710 BELLAIRE BOULEVARD STREET 2: SUITE 210 CITY: BELLAIRE STATE: TX ZIP: 77401 FORMER COMPANY: FORMER CONFORMED NAME: OGDEN GOLF CO CORP DATE OF NAME CHANGE: 20010205 3 1 ownership.xml X0206 3 2019-01-18 0 0001133818 BIO-PATH HOLDINGS INC BPTH 0001601086 ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 7TH FLOOR NEW YORK NY 10022 0 0 1 0 0001633584 Armistice Capital Master Fund Ltd. C/O DMS CORPORATE SERVICES LTD. 20 GENESIS CLOSE, P.O. BOX 314 GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 0001706140 Boyd Steven C/O ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 7TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock, par value $0.001 per share 193755 D Common Stock, par value $0.001 per share 193755 I See Footnote Common Stock, par value $0.001 per share 193755 I See Footnote Warrant 2024-07-23 Common Stock 96878 D Warrant 2024-07-23 Common Stock 96878 I See Footnote Warrant 2024-07-23 Common Stock 96878 I See Footnote The reported securities are directly owned by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"). The reported securities are directly owned by the Master Fund, and may be deemed to be indirectly beneficially owned by Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund. The reported securities may also be deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. These warrants are currently exercisable, subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than a 4.99% beneficial owner of the Common Stock following such exercise (the "Beneficial Ownership Limitation"). Notwithstanding the foregoing, the Master Fund may increase the Beneficial Ownership Limitation by providing notice to the Issuer, and such increase will become effective on the 61st day after such notice being delivered to the Issuer; provided, however, that the Beneficial Ownership Limitation may not be increased so as to result in the Master Fund becoming more than a 9.99% beneficial owner of the Common Stock following such exercise. The exercise price for each warrant is $2.65 per share of Common Stock, subject to adjustment pursuant to the terms of the warrant. Armistice Capital, LLC, By: /s/ Steven Boyd, Managing Member 2019-01-23 Armistice Capital Master Fund Ltd., By: /s/ Steven Boyd, Director 2019-01-23 /s/ Steven Boyd 2019-01-23