Oncotelic Therapeutics (OTLC) closes Tranche 3 note and warrant unit offering

Rhea-AI Filing Summary

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.

Insights

Capital structure and financing analyst

Oncotelic completes a small, structured note and warrant financing with conversion features.

Oncotelic Therapeutics issued 44 units in a private transaction, each containing a $25,000 note at 12% interest plus equity-linked features. This implies $1,100,000 in principal notes, providing additional funding through interest-bearing debt that can later be converted into equity of either Oncotelic or its subsidiary EdgePoint AI, Inc.

The structure allows noteholders to convert into up to 250,000 Oncotelic shares at $0.10 or 25,000 EdgePoint shares at $1.00 per unit, and includes matching warrant coverage on both entities with anti-dilution adjustments. This combination of convertibility and warrants increases potential future share issuance for both companies while capping current cash cost at the 12% coupon.

The company also rolled 2023 notes into the new structure and extended prior warrants by two years, plus offered an additional option for investors to swap EdgePoint shares into Oncotelic stock at 10 Oncotelic shares per EdgePoint share. Overall impact on valuation depends on future conversion and exercise decisions; the disclosed registration rights suggest that subsequent filings could cover resale of the related Oncotelic shares.

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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 31, 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 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

FAQ

What financing did Oncotelic Therapeutics (OTLC) complete on December 31, 2025?

On December 31, 2025, Oncotelic Therapeutics, Inc. completed the third and final tranche of a private offering by issuing 44 units to 22 accredited investors. Each unit consists of a note and warrants tied to Oncotelic and its subsidiary EdgePoint AI, Inc..

What are the key terms of the notes issued by Oncotelic in this financing?

Each unit includes one note with a principal amount of $25,000, bearing 12% annual interest and due two years after the final closing of the offering. 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 common stock at $1.00 per share, with anti-dilution provisions.

What warrant coverage did investors receive in the Oncotelic (OTLC) units?

Each unit also includes 250,000 warrants to purchase one share of Oncotelic common stock at $0.12 per share or 25,000 EdgePoint warrants to purchase one share of EdgePoint common stock at $1.25 per share. The warrants generally are exercisable for two years after issuance and have anti-dilution adjustments.

How does the EdgePoint to Oncotelic share conversion work for investors?

The company will allow investors to convert their EdgePoint AI, Inc. shares into Oncotelic shares at an implied price of $0.10 per Oncotelic share. Since the EdgePoint shares were issued at $1.00 per share, each EdgePoint share may be exchanged for 10 shares of Oncotelic common stock.

Were the securities issued by Oncotelic registered with the SEC?

No. The units, including the notes, common stock, and warrants, were issued in a private placement exempt from registration under the Securities Act, relying on Section 4(a)(2) and Rule 506 of Regulation D. The securities may not be offered or sold in the United States without registration or an applicable exemption.

What registration rights did investors receive in this Oncotelic financing?

In connection with the completion of Tranche 3, Oncotelic entered into a Registration Rights Agreement. It grants registration rights for the shares of Oncotelic common stock issued in the financing and for the shares issuable upon exercise of the warrants.