Oncotelic Therapeutics, Inc. 8-K

What Happened

• On December 31, 2025, Oncotelic Therapeutics, Inc. announced it completed Tranche 3 of a private offering, issuing 44 units to 22 accredited investors. Tranche 3 is the final tranche of an offering capped at 500 units.
• Each Unit includes: (a) one convertible promissory Note with $25,000 principal (12% annual interest) due two years after the final closing; and (b) warrants. Each Note may be converted into up to 250,000 shares of Oncotelic common stock (conversion price $0.10/share) or 25,000 shares of EdgePoint AI, Inc. common stock (conversion price $1.00/share). Each Unit also includes 250,000 warrants to buy Oncotelic shares at $0.12/share or 25,000 EdgePoint warrants at $1.25/share. The Company entered a Registration Rights Agreement for the shares issued in the financing and shares issuable on exercise of the warrants. The issuance relied on exemptions under Section 4(a)(2) and Rule 506 of Regulation D.

Key Details

• 44 Units issued in Tranche 3 to 22 accredited investors on Dec 31, 2025 (offering limit: up to 500 Units).
• Note terms: $25,000 principal per Note, 12% annual interest, maturity two years after final closing.
• Conversion/exercise: Note conversion price $0.10 per Oncotelic share (up to 250,000 shares per Note) or $1.00 per EdgePoint share (25,000 shares); Warrant exercise prices $0.12 (Oncotelic) and $1.25 (EdgePoint); warrants generally exercisable for two years.
• Prior 2023 notes were treated as paid/rolled into the new Notes and prior warrants had expirations extended two years; two accredited investors holding 7 units under the 2023 PPM did not participate.

Why It Matters

• Dilution risk: the Notes and large number of warrants create potential for significant dilution of Oncotelic’s common stock if holders convert notes or exercise warrants (conversion price $0.10; warrant exercise $0.12).
• Capital and liquidity: the financing provides near‑term capital and a short‑term debt obligation (12% interest) that may convert to equity rather than be repaid in cash at maturity.
• Transferability: although a Registration Rights Agreement was granted (which may enable resale if registration occurs), the issued securities are currently private and were sold in reliance on exemptions from Securities Act registration, so they are not freely tradable until registered or otherwise transferable under exemptions.

(See filed subscription, note, warrant and registration‑rights documents for full legal terms — the company filed forms of these documents with the SEC on Dec 9, 2025.)