false
0000908259
0000908259
2025-12-04
2025-12-04
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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
4, 2025
ONCOTELIC
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
000-21990 |
|
13-3679168 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
29397
Agoura Road, Suite 107
Agoura
Hills, CA 91301
(Address
of principal executive offices and Zip Code)
Registrant’s
telephone number, including area code
(650)
635-7000
Not
applicable.
(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)) |
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).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement
See
Item 3.02 below,
Item
3.02 Unregistered Sales of Equity Securities.
On
December 4, 2025, Oncotelic Therapeutics, Inc. (the “Company”) completed entering into subscription agreements with
certain accredited investors (“Subscription Agreement”), whereby the Company issued a total of 11 units (“Units”).
Each Unit is part of an offering (the “Offering”) of up to Five Hundred (500) Units being conducted by the
Company. 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.
The
Units are being offered to investors in the Company’s 2023 PPM Note as well as new investors. For investors in the 2023 PPM Note,
the investor can receive their Units 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
Units as fully paid for, with all the terms noted above. The prior warrants issued in connection with the 2023 PPM Notes
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, in connection with their subscription, the
Company will permit an existing investor in the 2023 PPM Note 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 1, 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 Offering, 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, which are attached hereto 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 |
| |
|
|
| 10.1 |
|
Form of Subscription Agreement |
| 10.2 |
|
Form of Private Placement Agreement dated May 17, 2024 |
| 10.3 |
|
Form of Note |
| 10.4 |
|
Form of Warrant |
| 10.5 |
|
Form of Registration Rights Agreement |
| 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:
December 9, 2025 |
|
/s/
Vuong Trieu |
| |
By: |
Vuong
Trieu |
| |
|
Chief
Executive Officer |
