Oncotelic Therapeutics, Inc. 8-K

What Happened
Oncotelic Therapeutics, Inc. (filed 8-K on Dec 30, 2025) reported that on December 23, 2025 it completed subscription agreements issuing 32 Units to 21 accredited investors as part of a private offering (up to 500 Units). Each Unit includes a $25,000 convertible Note (12% annual interest, due two years after final closing) and Warrants tied to shares of Oncotelic common stock or shares of its consolidated subsidiary EdgePoint AI, Inc. The company also agreed to treat a prior 2023 PPM Note as paid toward the new Notes, extended prior 2023 warrants by two years, and granted registration rights related to the financing. The issuance relied on exemptions under Section 4(a)(2) and Rule 506 of Regulation D.

Key Details

• 32 Units sold to 21 accredited investors (closing date: Dec 23, 2025).
• Each Unit: one Note with $25,000 principal, 12% annual interest, 2-year maturity.
• Conversion options for each Note: up to 250,000 Oncotelic shares (conversion price $0.10/share) OR 25,000 EdgePoint shares (conversion price $1.00/share); anti-dilution protections apply.
• Each Unit also includes 250,000 Warrants to buy Oncotelic common stock at $0.12 or 25,000 EdgePoint Warrants at $1.25; warrants generally expire two years (extensions applied to certain 2023 warrants).
• Registration Rights Agreement was entered to cover shares issued in the financing and shares issuable on exercise of the warrants.

Why It Matters

• Potential dilution: the Notes and large warrant allocations could materially increase shares outstanding if converted or exercised (e.g., conversion and warrant coverage is expressed in hundreds of thousands of shares per Unit), which can dilute existing shareholders.
• Short-term financing with interest: the company has taken on convertible debt carrying 12% interest and a two-year maturity, affecting near-term cash obligations and capital structure.
• Liquidity/resale path: the Registration Rights Agreement may provide a way for investors to have the issued shares registered for resale, which can affect trading liquidity once/if registration occurs.
• Securities are unregistered and were sold under Reg D exemptions, so initial resales are restricted until registration or another exemption applies.

(Subscription agreement, note, warrant and registration rights forms were filed as exhibits to a prior 8-K on Dec 9, 2025.)