UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):   December 17, 2013

BIO-PATH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

801-580-2326

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Bio-Path Holdings, Inc. (the “Company”) held its 2013 annual meeting (the “2013 Annual Meeting”) of shareholders of the Company on December 17, 2013 in The Woodlands, Texas. At the meeting, the Company’s shareholders: (i) elected each of the four persons listed below under Proposal 1 to serve as a director of the Company until its 2014 annual meeting (the “2014 Annual Meeting”) of shareholders of the Company; (ii) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers; (iii) approved, on a non-binding advisory basis, the frequency of the advisory vote on compensation of named executive officers every “three years;” 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, 2013. The following describes the results of the voting at the 2013 Annual Meeting:

Based on the shareholders’ advisory vote and other factors, the Board of Directors of the Company resolved that future non-binding shareholder advisory votes on the compensation of the Company’s named executive officers will be conducted “every three years” until such time as the Company holds another shareholder advisory vote on the frequency of advisory votes by shareholders on the compensation of the Company’s named executive officers.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.