U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Amendment No. 1)



x  ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,
2011

OR

 ̈
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

Commission file number 000-53404



BIO-PATH HOLDINGS, INC.

(Exact name of registrant as specified
in its charter)

| | Utah                                            |  | 87-0652870                           | 
| | ----------------------------------------------- |  | ------------------------------------ | 
| | (State or other jurisdiction of  incorporation) |  | (I.R.S. employer identification No.) | 



2626 South Loop, Suite 180, Houston,
Texas

(Address of principal executive offices)



Issuer’s telephone no., including
area code: (832) 971-6616



Securities registered pursuant to Section
12(b) of the Exchange Act: None

Securities registered pursuant to Section
12(g) of the Exchange Act: Common Stock $0.001 par value



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes ̈ Nox



Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes ̈ Nox



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yesx   No ̈



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post
such files).	Yesx   No ̈



Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.  x



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.



|Large accelerated
        filer ̈                                     | Accelerated filer   ̈        
|-------------------------------------------------------------------- | ----------------------------
|                                                                     |                             
|Non-accelerated filer ̈ (Do not check if a smaller reporting company) | Smaller reporting company  x



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act).  Yes ̈  Nox



The Issuer’s revenues for the fiscal
year ended December 31, 2011 were $-0-.



As of March 23, 2012, there were 58,493,920
of the Issuer’s common stock issued and outstanding. The aggregate market value of the voting stock held by non-affiliates
of the Issuer was approximately $11,560,635 as of June 30, 2011, the last business day of the Issuer’s most recently completed
second fiscal quarter, based on the last sales price of the Issuer’s common stock as reported on the OTCBB on such date of
$0.30 per share. For purposes of the preceding sentence only, all directors, executive officers and beneficial owners of ten percent
or more of the shares of the Issuer’s common stock are assumed to be affiliates..



DOCUMENTS INCORPORATED BY REFERENCE:  NONE











EXPLANATORY NOTE



This Form 10-K/A
is being filed solely for the purpose of amending and restating Item 13 “Certain Relationships and Related Party
Transactions” of Part III of our Annual Report on Form 10-K for the year ended December 31, 2011, which was filed with
the Securities and Exchange Commission (the “SEC”) on March 30, 2012 (the “Original Form 10-K”), in
response to communications received from the SEC. In addition, pursuant to the rules of the SEC, Item 15
“Exhibits” of Part III of the Original Form 10-K has been amended to contain currently dated certifications from
our Chief Executive Officer and Chief Financial Officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of
2002. The referenced certifications are attached to this Form 10-K/A as Exhibits 31 and 32, respectively.



Except for the foregoing
information that was specifically amended and restated, this Form 10-K/A and the disclosures contained herein have not been updated
to reflect events, results or developments that occurred after the date of the Original Form 10-K nor does it change any other
disclosures contained in the Original Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Original
Form 10-K and our filings made with the SEC subsequent to the filing of the Original Form 10-K.











ITEM 13.   CERTAIN RELATIONSHIPS
AND RELATED PARTY TRANSACTIONS



The Company has
negotiated exclusive licenses from MD Anderson to develop drug delivery technology for antisense and siRNA drug products.
These licenses require, among other things, the Company to reimburse MD Anderson for ongoing patent expense. Based on its
stock ownership in the Company, MD Anderson meets the criteria to be deemed a related party of the Company. For the year
ended December 31, 2011, MD Anderson related party research and development expense was $544,000, consisting of (i) clinical
trial expense of $149,000, (ii) license maintenance fees of $50,000 not capitalized in the technology license other asset and
(iii) $345,000 in non-cash technology impairment expense related to the Company’s siRNA license (see Note 1.). As of
December 31, 2011, the Company had (a) accounts payable and accrued license payments for current and past patent expenses to
MD Anderson totaling $107,509 and (b) $41,000 in accrued related party research and development expense for the clinical
trial (see Notes 5, 6 and 7).



As of December 31,
2011, the Company estimates reimbursable past patent expenses will total approximately $75,000 for the antisense license. The Company
will be required to pay when invoiced the past patent expenses at the rate of $25,000 per quarter. In addition, the Company has
decided to discontinue development of its siRNA technology, and consequently, does not anticipate incurring any significant additional
exposure for future siRNA patent expense (see Note 1).











ITEM 15. EXHIBITS



|Exhibit
        Number |  | Description of Exhibit                                                                                                                                                           
|---------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31*                    |  | Certificate of Chief Executive Officer/Chief Financial Officer pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 Sarbanes Oxley Act of 2002.  
|                       |  |                                                                                                                                                                                  
|32*                    |  | Certificate of Chief Executive Officer/ Chief Financial Officer pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.








* Filed herewith.











SIGNATURES



In accordance with
Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



|                        | BIO-PATH HOLDINGS, INC.
|----------------------- | -----------------------
|                        |                        
|Dated: January 22, 2013 | By:                    
|                        |                        
|                        |                        
|                        |                        
|                        |                        
|                        |                        











EXHIBITS INDEX



|Exhibit
        Number |  | Description of Exhibit                                                                                                                                                           
|---------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31*                    |  | Certificate of Chief Executive Officer/Chief Financial Officer pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 Sarbanes Oxley Act of 2002.  
|                       |  |                                                                                                                                                                                  
|32*                    |  | Certificate of Chief Executive Officer/ Chief Financial Officer pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.








* Filed herewith.