Oncotelic Therapeutics Inc SEC Filings

Oncotelic Therapeutics, Inc. reported that it amended its independent contractor agreement with Jefferson Capital Ventures, LLC dated August 6, 2025. The change lowers the threshold for the first milestone that triggers restricted stock awards in Oncotelic common stock, reducing the required market capitalization level from $100 million on any single trading day’s close to $45 million on any single trading day’s close. The company states this amendment seeks to enable it to continue building on its progress, including making effective its equity line with Mast Hills, engaging AGP for future financing, and working with Sichenzia, Ross and Ferrell on a potential uplisting to a nationally recognized stock exchange. All other terms and conditions of the milestone remain unchanged.

Oncotelic Therapeutics, Inc. entered into subscription agreements for a third and final tranche of a private financing, issuing 44 units to 22 accredited investors on December 31, 2025. Each unit includes a $25,000 note bearing 12% annual interest and maturing two years after the final closing, along with warrants. The notes are convertible into up to 250,000 shares of Oncotelic common stock at $0.10 per share or 25,000 shares of EdgePoint AI, Inc. common stock at $1.00 per share, both with anti-dilution protection. Each unit also carries 250,000 warrants to buy Oncotelic common stock at $0.12 or 25,000 warrants to buy EdgePoint stock at $1.25 per share.

This tranche completes an offering of up to 500 units conducted by Maker and includes an exchange of certain 2023 notes into the new notes, with related warrants extended by two years. The company also granted investors the ability to convert their EdgePoint shares into Oncotelic shares at the rate of 10 Oncotelic shares for each EdgePoint share. A registration rights agreement covers Oncotelic shares issued in the financing and issuable upon warrant exercise. The securities were issued as unregistered offerings under Regulation D.

Oncotelic Therapeutics, Inc. reported that on December 23, 2025 it entered into subscription agreements with 21 accredited investors for 32 financing units. Each unit includes a $25,000 note bearing 12% annual interest, maturing two years after the final closing of an offering of up to 500 units.

Each note can convert into up to 250,000 shares of Oncotelic common stock at $0.10 per share or 25,000 shares of EdgePoint AI, Inc. common stock at $1.00 per share, with anti-dilution protections. Each unit also includes 250,000 warrants to buy Oncotelic stock at $0.12 or 25,000 EdgePoint warrants at $1.25 per share.

The company extended prior 2023 private placement warrants by two years and will treat the 2023 note as paid and rolled into the new notes. Investors may also convert their EdgePoint shares into Oncotelic stock at a rate of 10 Oncotelic shares for each EdgePoint share. Oncotelic granted registration rights for the common shares underlying the financing, relying on a Regulation D exemption from Securities Act registration.

Oncotelic Therapeutics is registering 115,600,000 shares of common stock for resale by Mast Hill Fund, LP under existing financing agreements. The shares include up to 100,000,000 shares that may be sold to Mast Hill under an Equity Purchase Agreement, shares issuable on conversion of debt, warrant exercises, and commitment fee shares. If all 115,600,000 shares are issued and resold, they would represent about 20.1% of the company’s common stock on an adjusted basis.

The company will not receive proceeds from Mast Hill’s market sales, but will receive cash when it issues shares to Mast Hill under put notices and upon any warrant exercises. Oncotelic is a clinical-stage biotech focused on orphan oncology indications through its own programs and a joint venture, with its principal asset a minority interest in GMP Bio. The company has a history of losses, a substantial accumulated deficit, very limited cash, significant debt, and its auditor has expressed substantial doubt about its ability to continue as a going concern. The stock trades on the OTCQB, has low liquidity, is a penny stock, and existing holders face potential material dilution and high investment risk.

Oncotelic Therapeutics, Inc. reported an operational update related to its data and AI strategy. The company announced via press release that it has opened access to PDAOAI, a proprietary evidence‑interrogation platform designed to pull biologically meaningful signals from large, complex biomedical datasets without training bespoke large language models on proprietary data. Oncotelic is also giving researchers access to a TGF-β literature corpus covering more than 125,000 PubMed abstracts through a dedicated Discord research channel, aiming to support discovery around this important biological pathway. The communication also reiterates that many statements about future plans, including joint venture activities, clinical development, token registration efforts and potential DAO-related initiatives, are forward-looking and subject to significant risks and uncertainties.

Oncotelic Therapeutics, Inc. filed an amended registration statement covering the resale of 115,600,000 shares of common stock by Mast Hill Fund, LP. These shares include up to 100,000,000 shares issuable under an equity purchase agreement, 8,000,000 shares from note conversion, 5,350,000 warrant shares and 2,250,000 commitment fee shares, plus additional shares for potential stock adjustments. If all are issued and sold, they would represent 20.1% of the company’s common stock as calculated in the prospectus. Oncotelic will not receive proceeds from Mast Hill’s market sales, but will receive cash when it issues shares to Mast Hill under put notices. The company is a clinical-stage oncology and AI-focused biotech with a minority interest in JV GMP Bio, limited cash of $409,000 versus current liabilities of $20.1 million, and a nine‑month 2025 net loss attributable to Oncotelic of $1.07 million, and its auditor has raised substantial doubt about its ability to continue as a going concern.

Oncotelic Therapeutics, Inc. entered into subscription agreements with accredited investors for 11 units in a private Offering of notes and warrants. Each unit includes a note with $25,000 principal, bearing 12% annual interest and maturing two years after the final closing of the Offering, plus warrants tied to Oncotelic or EdgePoint AI, Inc. shares at fixed conversion and exercise prices, subject to anti-dilution adjustments.

Investors in the company’s 2023 PPM notes can exchange their old notes for these new units, with prior warrants extended by two years and an option to convert EdgePoint shares into Oncotelic common stock at $0.10 per share. The company also granted registration rights for the Oncotelic shares underlying the notes and warrants. The securities were issued as unregistered securities under Section 4(a)(2) and Rule 506 of Regulation D.

Oncotelic Therapeutics, Inc. has filed a Form S-1 covering the resale of 309,717,647 shares of common stock by Mast Hill Fund, LP. The shares include up to 294,117,647 shares issuable under an Equity Purchase Agreement, 10,000,000 shares from conversion of debt under a Note Purchase Agreement and related warrants, plus 2,250,000 commitment fee shares and customary anti-dilution adjustments.

The company will not receive any proceeds from Mast Hill’s resale of these shares, but will receive cash when it issues shares to Mast Hill under put notices in the Equity Purchase Agreement. As of November 17, 2025, the shares that may be sold would represent about 39.1% of the company’s common stock, assuming full issuance, conversion and warrant exercise under these arrangements.

Oncotelic is a clinical-stage biopharma company focused on orphan oncology and other indications through its own pipeline and a joint venture, with its principal asset a minority interest in GMP Bio. The company has no product revenue, reported an accumulated deficit of about $39.1 million and a net loss attributable to Oncotelic of about $1.1 million for the nine months ended September 30, 2025, and its auditors express substantial doubt about its ability to continue as a going concern.