OTLC 8-K
Oncotelic Therapeutics, Inc. (OTLC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of class | Trading Symbols | Name of each exchange on which registered | ||
| N/A | OTLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 1.01 Entry into a Material Definitive Agreement
See Item 3.02 below,
Item 3.02 Unregistered Sales of Equity Securities.
On December 31, 2025, Oncotelic Therapeutics, Inc. (the "Company”) completed entering into subscription agreements with certain accredited investors ("Subscription Agreement”), whereby the Company issued a total of 44 units ("Units”) to 22 accredited investors. This was the third trance (“Tranche 3”). Tranche 3 is the last tranche under the Offering. There were 2 accredited investors, holding a total of 7 units under the 2023 PPM who have not participated in the Offering. Each Unit is part of an offering (the "Offering") of up to Five Hundred (500) units (the "Units") being conducted by Maker. Each Unit consists of one note issued by the Company (a “Note” and collectively, the “Notes”), in the principal amount of $25,000.00, bearing annual interest at the rate of 12% and due and payable on the 2-year anniversary of the final closing of the Offering. Each Note will be convertible into up to 250,000 shares of Oncotelic’s Common Stock (conversion price $0.10 per share) or 25,000 shares of common stock (“EdgePoint Common Stock”) of EdgePoint AI, Inc. (EdgePoint”), our consolidated minority owned subsidiary at a conversion price of $1.00 per share, both subject to applicable anti-dilution provisions. Each Unit will also consist of 250,000 (the “Warrants”) each to purchase one share of Oncotelic’s Common Stock at $0.12 per share or 25,000 warrants (the “EdgePoint Warrants”) to purchase each one share of common stock of EdgePoint Common Stock at $1.25 per share. The exercise price of each Warrant or EdgePoint Warrant will be subject to applicable anti-dilution provisions set forth therein and, except as set forth in the next succeeding sentence, each Warrant will be exercisable for two years after issuance. Further, in exchange for the Company’s 2023 PPM Note, the Company shall consider the old 2023 note as paid off and the contribution towards the new Notes as fully paid for, with all the terms noted above. The prior 2023 issued warrants shall continue to vest as before and on the same terms and conditions contained in such prior issued warrant, for an additional period of two years extending their expiration date to the 2-year anniversary. In addition, the Company will permit the Investor to convert their shareholding in Edgepoint into shares of Oncotelic at the rate of $0.10 per share of Oncotelic. To clarify further, the shares of Edgepoint owned by the investor were issued at $1.00 per share, as such the investor will be permitted to convert each share of Edgepoint for 10 Common Stock of the Company for every share held by the investor in Edgepoint.
In connection with the consummation of Tranche 3, the Company entered into a Registration Rights Agreement granting certain registration rights with respect to the shares of the Company’s Common Stock issued in connection with the Financing, as well as the shares of the Company’s Common Stock issuable upon exercise of the Warrants.
The issuance of the Units is exempt from the registration requirements of the Securities Act of 1933, as amended ("Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as provided in Rule 506 of Regulation D promulgated thereunder. The shares of Common Stock and Warrants and any shares of Common Stock issuable upon exercise of the Warrants, have not been registered under the Securities Act or any other applicable securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act.
The foregoing description of the Subscription Agreement, Agreement, Warrants, Notes and Registration Rights Agreement are summaries, and are qualified by reference to such documents, all of which were filed with the Securities and Exchange Commission on December 9, 2025, and referred to as Exhibits 10.1, 10.2, 10.3, 10.4, and 10.5, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
Filed on | ||
| 10.1 | Form of Subscription Agreement | Form 8-K on 12/09/2025 | ||
| 10.2 | Form of Private Placement Agreement dated May 17, 2024 | Form 8-K on 12/09/2025 | ||
| 10.3 | Form of Note | Form 8-K on 12/09/2025 | ||
| 10.4 | Form of Warrant | Form 8-K on 12/09/2025 | ||
| 10.5 | Form of Registration Rights Agreement | Form 8-K on 12/09/2025 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Oncotelic Therapeutics, Inc. | ||
| Date: January 6, 2026 | /s/ Vuong Trieu | |
| By: | Vuong Trieu | |
| Chief Executive Officer | ||