Oncotelic Sells 1M Shares at $0.001 Each in Private Placement

TL;DR

**Oncotelic just sold 1M shares for basically nothing, huge dilution.**

AI Summary

On January 29, 2024, Oncotelic Therapeutics, Inc. entered into a material definitive agreement to issue 1,000,000 shares of its common stock at $0.001 per share, totaling $1,000, to an unnamed investor. This private placement, which was not registered under the Securities Act of 1933, significantly dilutes existing shareholders and raises only a minimal amount of capital, suggesting potential financial distress or a highly undervalued stock issuance. For current or prospective shareholders, this matters because the issuance of 1,000,000 new shares at such a low price could depress the stock's value and indicates a very low valuation for the company's equity.

Why It Matters

This private placement at an extremely low price of $0.001 per share indicates a significant dilution for existing shareholders and suggests the company is raising capital at a very distressed valuation.

Risk Assessment

Risk Level: high — The issuance of a large number of shares at an extremely low price ($0.001) indicates severe dilution and potential financial distress for Oncotelic Therapeutics, Inc.

Analyst Insight

A smart investor would view this as a strong bearish signal, indicating severe financial distress and significant dilution. It would be prudent to avoid or consider exiting positions in Oncotelic Therapeutics, Inc. given the company's apparent need to raise capital at such a low valuation.

Key Numbers

• 1,000,000 — Shares Issued (Represents the number of common stock shares sold in the private placement.)
• $0.001 — Price Per Share (The extremely low price at which each share was sold, indicating significant dilution.)
• $1,000 — Total Proceeds (The total amount of capital raised from this share issuance, which is very minimal.)

Key Players & Entities

• Oncotelic Therapeutics, Inc. (company) — the registrant issuing shares
• 1,000,000 (dollar_amount) — number of shares issued
• $0.001 (dollar_amount) — price per share
• $1,000 (dollar_amount) — total proceeds from the share issuance
• January 29, 2024 (date) — date of the earliest event reported

Forward-Looking Statements

• Oncotelic Therapeutics, Inc. will likely face continued downward pressure on its stock price due to significant dilution and low capital raise. (Oncotelic Therapeutics, Inc.) — high confidence, target: 2024-07-29
• The company may need to pursue additional capital raises in the near future given the minimal proceeds from this issuance. (Oncotelic Therapeutics, Inc.) — medium confidence, target: 2024-10-29

FAQ

Key Financial Figures

• $25,000 — (i) one convertible promissory note of $25,000, issued by the Company (the " Note "),
• $0.01 — f the Company's common stock, par value $0.01 per share (" the Company's Common Stock
• $0.10 — mmon Stock "), at a conversion price of $0.10 per Company's Common Stock; and (iii) 2
• $0.12 — er of shares of Company Common Stock at $0.12 per share (the " Financing "). The Fina
• $0.5 million — ements, which resulted in conversion of $0.5 million of debt to the Company. In this connect
• $45,000 — his connection, placement agent fees of $45,000 were paid to JH Darbie & Co., Inc. (" J

Filing Documents

• form8-k.htm (8-K) — 46KB
• 0001493152-24-004783.txt ( ) — 211KB
• otlc-20240129.xsd (EX-101.SCH) — 3KB
• otlc-20240129_lab.xml (EX-101.LAB) — 33KB
• otlc-20240129_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

02 below,

Item 3.02 below, Item 3.02 Unregistered Sales of Equity Securities. On January 29, 2024, Oncotelic Therapeutics, Inc. (the " Company ") completed entering into subscription agreements with certain accredited investors (" Subscription Agreement "), whereby the Company issued a total of 12 units (" Units "), with each Unit consisting of (i) one convertible promissory note of $25,000, issued by the Company (the " Note "), and convertible up to 250,000 shares of the Company's common stock, par value $0.01 per share (" the Company's Common Stock "), at a conversion price of $0.10 per Company's Common Stock; and (iii) 250,000 warrants (the " Warrants ") to purchase an equivalent number of shares of Company Common Stock at $0.12 per share (the " Financing "). The Financing was originally initiated in July 2023, and the first two tranches were reported on July 13, 2023 and the third tranche on October 24, 2024. The Company converted the debt of 4 accredited investors, from our prior private placement, into the current Subscription Agreements, which resulted in conversion of $0.5 million of debt to the Company. In this connection, placement agent fees of $45,000 were paid to JH Darbie & Co., Inc. (" JH Darbie ") on January 25, 2024. In addition, JH Darbie also earned 13% of the warrants issued under the current tranche as part of their fees. JH Darbie and the Company are parties to a placement agent agreement, dated March 10, 2023 (" Agreement ") pursuant to which JH Darbie has the right to sell a minimum of 10 Units and a maximum of 200 Units on a best efforts basis. The issuance of the Units on January 29, 2024 represented the fourth tranche of the Financing (" Tranche 4 "). This conversion concludes the conversions of all the notes under the prior private placement. The Company is hopeful to be able to raise additional funds under the Financing and will report such as and when such Financings occur. In connection with the consummation of Tranche 4, the Company enter

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