Oncotelic Therapeutics, Inc. 8-K

What Happened

• On January 23, 2026, Oncotelic Therapeutics, Inc. announced it entered a Securities Purchase Agreement with Mast Hill Fund, LP and issued a convertible promissory note with a gross principal amount of $398,333.33 (the “2026 Mast Hill Note”). The company also issued 1,422,613 warrants to purchase common stock.
• The note carries a 10% original issue discount (OID), pays 10% interest per year, and matures on the earlier of one year after the agreement, acceleration upon an Event of Default, or prepayment. Mast Hill can voluntarily convert outstanding principal and accrued interest into common stock at $0.07 per share. A Registration Rights Agreement was also entered to register the shares issuable upon conversion and related warrants.

Key Details

• Principal amount: $398,333.33; Original issue discount: 10%; interest rate: 10% per annum.
• Conversion price: $0.07 per share; Note Warrants issued: 1,422,613 warrants with $0.15 exercise price.
• Maturity: earlier of one year from Jan 23, 2026, acceleration on default, or prepayment (prepayment requires 3 trading days’ notice and payment of outstanding principal, accrued interest and administrative fees).
• Note is secured by the company’s assets (excluding equity/interests and assets licensed/assigned to the GMP Biotechnology joint venture with Dragon Overseas Capital Limited). Issuance relied on the Securities Act exemption under Section 4(a)(2).

Why It Matters

• This is a near‑term financing that provides working capital but is short‑term (one year) and comes with a 10% OID, which reduces net proceeds compared with the stated principal.
• Conversion rights and the issued warrants create clear potential dilution: conversion at $0.07 per share plus 1.42M warrants at $0.15 could increase shares outstanding if exercised or converted; the company has agreed to register those shares.
• The note is secured against most company assets (except the specified JV assets), giving Mast Hill a creditor claim in the event of default; investors should watch for future dilution, any repayment or refinancing activity, and filings that show issued shares or exercise of warrants.