Current Report Filing (8-k)
04 October 2021 - 10:16PM
Edgar (US Regulatory)
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2021-09-30
2021-09-30
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
September
30, 2021
ONCOTELIC
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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|
000-21990
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13-3679168
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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29397
Agoura Road, Suite 107
Agoura
Hills, CA 91301
(Address
of principal executive offices and Zip Code)
Registrant’s
telephone number, including area code
(650)
635-7000
Not
applicable.
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of class
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Trading
Symbols
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Name
of each exchange on which registered
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N/A
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OTLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01
|
Entry
into a Material Definitive Agreement.
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On
September 30, 2021, Oncotelic Therapeutics, Inc. (the “Company”) entered into an exclusive License Agreement (the
“Agreement”) with Autotelic, Inc. (“Autotelic”), pursuant to which Autotelic granted Oncotelic, among
other things: (i) the exclusive right and license to certain Autotelic Patents (as defined in the Agreement) and Autotelic Know-How (as
defined in the Agreement); and (ii) a right of first refusal to acquire at least a majority of the outstanding capital stock of Autotelic
prior to Autotelic entering into any transaction that is a financing collaboration, distribution revenues, earn-outs, sales, out-licensing,
purchases, debt, royalties, merger acquisition, change of control, transfer of cash or non-cash assets, disposition of capital stock
by way of tender or exchange offer, partnership or any other joint or collaborative venture, research collaboration, material transfer,
sponsored research or similar transaction or agreements. In exchange for the rights granted to Oncotelic, Autotelic will be entitled
to earn the following milestone payments (collectively, the “Milestone Payments”).
Milestones
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Transaction Value
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Actions
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Tranche 1
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$
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1,000,000
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Upon the earlier to occur of: (i) the Company receiving an investment of at least $20 million, and (ii) the uplisting of the Company’s common stock to any NASDAQ market or the New York Stock Exchange.
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Tranche 2
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$
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2,000,000
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Upon approval by the United States Food and Drug Administration of the Company’s 505(b)2 application for purposes of treating PD.
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Tranche 3
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$
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2,000,000
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Upon first patient in (“FPI”) for any clinical trial supporting the use of AL-101 for the treatment of PD or ED.
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Tranche 4
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$
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2,500,000
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Upon FPI for phase 2 clinical trials supporting the use of AL-101 to treat FSD.
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Tranche 5
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$
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2,500,000
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Upon FPI for phase 3 clinical trials supporting the use of AL-101 to treat FSD
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Tranche 6
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$
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10,000,000
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Upon Marketing approval for the use of AL-101 to treat PD.
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Tranche 7
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$
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10,000,000
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Upon Marketing approval for the use of AL-101 to treat ED.
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Tranche 8
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$
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10,000,000
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Upon Marketing approval for the use of AL-101 to treat FSD
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Tranche 9
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$
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10,000,000
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Upon the earlier of: (i) the Company entering into a licensing agreement with a third party for the use of AL-101 for the treatment of PD, ED or FSD with an aggregate licensing value of at least $50 million; and (ii) the Company’s gross revenue derived from sales of AL-101 for the treatment of PD, ED or FSD reaches at least $50.0 million.
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In
addition to the Milestone Payments, Autotelic will be entitled to royalties equal to 15% of the net sales of any products that incorporate
the Autotelic Patents or Autotelic Know-How.
The
Agreement contains representations, warranties and indemnification provisions of each of the parties thereto that are customary for transactions
of this type.
The
Company’s Chief Executive Officer, Mr. Vuong Trieu, is the majority owner of Autotelic.
The
foregoing description of the Agreement is subject to and qualified in its entirety by reference to the full text of the form of the Agreement,
a copy of which is included as Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference.
Item
7.01
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Regulation
FD Disclosure
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On
October 4, 2021, the Company released a press release announcing the entry into the Agreement. A copy of the press release is attached
hereto as Exhibit 99.1.
Disclaimer.
The
information in Section 7.01 of this Current Report on Form 8-K, including the information set forth in Exhibit 99.1, is being furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), nor shall Exhibit 99.1 filed herewith be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Oncotelic
Therapeutics, Inc.
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Date:
October 4, 2021
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/s/
Vuong Trieu
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By:
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Vuong
Trieu
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Chief
Executive Officer
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