Oncotelic Therapeutics, Inc. (OTLC) SEC Filings, Nov-Dec 2025

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.

Oncotelic Therapeutics, Inc. (OTLC) disclosed an insider equity award for Chairman and CEO Vuong Trieu, who is also a director and 10% owner. A Form 4 reports that he received 4,065 shares of Series A Convertible Preferred Stock on 11/17/2025, classified as an acquisition. Each preferred share is convertible at the holder’s option into common stock on a one-for-one thousand basis, representing 4,065,000 underlying common shares. The preferred shares were issued to Dr. Trieu as compensation tied to performance milestones under a Restricted Stock Agreement dated November 17, 2025, and are held directly.

Oncotelic Therapeutics, Inc. reported no revenue for the three and nine months ended September 30, 2025 and continued to operate at a loss. Net loss attributable to the company was $1.05 million for the quarter, improving from $3.30 million a year earlier, and $1.07 million for the nine‑month period versus $3.92 million in 2024. Operating expenses fell sharply year over year due to the absence of a prior $3.2 million goodwill impairment.

Cash and restricted cash totaled $429,000 at September 30, 2025, while current liabilities were $20.1 million, including $10.3 million of convertible and short‑term debt and $3.5 million of related‑party debt. Management discloses a substantial doubt about the company’s ability to continue as a going concern, citing cumulative losses of about $39.1 million, negative working capital of roughly $18.5 million, and negative operating cash flow. The company is relying on convertible notes, short‑term related‑party loans, and equity purchase agreements with Peak One and Mast Hill, while its 45% stake in JV partner GMP Bio is carried at $22.65 million based on a Level 3 fair value election.

Oncotelic Therapeutics, Inc. filed a Form 12b-25, notifying a late Form 10-Q for the quarter ended September 30, 2025.

The company says it was unable to compile the necessary financial information to complete the filing without unreasonable effort or expense and expects to file within the permitted extension period. The notification lists Amit Shah, Chief Financial Officer, as the signatory and contact.