Oncotelic Therapeutics, Inc 8-K, filed Jan 2, 2025
Oncotelic Therapeutics, Inc. (OTLC)
About this 8-K
Oncotelic Therapeutics, Inc filed this 8-K on January 2, 2025, reporting on events of December 31, 2024.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Title of class | Trading Symbols | Name of each exchange on which registered | ||
| N/A | OTLC |
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Item 8.01 Other Events.
On April 29, 2024, Oncotelic Therapeutics, Inc. (the “Company”) reported on a Current Report on Form 8-K, that the Company had entered into a binding term sheet with Mosaic ImmunoEngineering, Inc. (“Mosaic”) on April 26, 2024. Amongst other items, the term sheet was set to expire 90 days from the date of the term sheet and contained a term for the possible reverse merger of Mosaic with Oncotelic under certain circumstances (the “Proposed Transaction”).
A copy of the binding term sheet was included as Exhibit 10.1 to the Current Report on Form 8-K mentioned above.
Subsequently, the Company reported, as a subsequent event, on its Quarterly Report on Form 10-Q for the three and six months ended June 30, 2024 filed with the Securities and Exchange Commission (“SEC”) on August 14, 2024, the extension of the term contained in the binding term sheet to December 31, 2024 to complete the Proposed Transaction.
On December 31, 2024, the Company and Mosaic decided to pursue the Proposed Transaction, in the best interests of both companies, and mutually agreed to further extend the date of the Proposed Transaction to no later than June 30, 2025: although there are no guarantees we will enter into any definitive agreement. A copy of the term extension letter is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K.
Disclaimer.
The information in Section 8.01 of this Current Report on Form 8-K, including the information set forth in Exhibit 10.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | Filed on | ||
| 10.1 | Term Extension Letter dated December 31, 2024 | Filed herewith | ||
| 104 | 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 2, 2025 | By: | /s/ Vuong Trieu |
| Vuong Trieu | ||
| Chief Executive Officer | ||
Exhibit 10.1
December 31, 2024
Oncotelic Therapeutics, Inc.
Vuong Trieu
29397 Agoura Rd, Suite 107
Agoura Hills, CA 91301
Dear Vuong:
This letter, together with the previously executed binding term sheet dated April 26, 2024 (the “Term Sheet”) and attached hereto, which set forth our mutual understanding regarding a possible business relationship referred to as the “Transaction” between Mosaic ImmunoEngineering, Inc., a Delaware corporation (“Mosaic”) and Oncotelic Therapeutics, Inc., a Delaware corporation (“Oncotelic”).
Whereas, the Term Sheet was set to expire on December 31, 2024, as amended;
Whereas, the parties are still completing due diligence and definitive agreements; and
Whereas, the parties recommend extending the expiration date of the possible Transaction to no later than June 30, 2025.
Now therefore, the parties hereby agree to replace and restate the first paragraph of the section titled “Expiration and Conditions” to read as follows:
“This Term Sheet shall be considered binding and shall expire on the earlier of (1) the execution and delivery of mutually acceptable definitive agreements for the Transaction or (2) June 30, 2025. In addition, the execution of definitive agreements and the consummation of the Transaction on the terms set forth in the Term Sheet is subject to the following conditions:”
Nothing else in the Term Sheet shall be modified and all other terms contained in the Term Sheet shall remain as is.
| Very truly yours, | |
| MOSAIC IMMUNOENGINEERING, INC. | |
| /s/ Steven King | |
| Steven King | |
| President and CEO |
9114 Adams Avenue, #202, Huntington Beach, CA 94646
www.mosaicie.com | info@mosaicie.com
| The foregoing is hereby | ||
| Agreed to and accepted: | ||
| ONCOTELIC THERAPEUTICS, INC. | ||
| By: | /s/ Vuong Trieu | |
| Its: | Chief Executive Officer & President | |
| Date: | 12/31/2024 | |
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