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PART
I
Company
Background
Oncotelic
Therapeutics, Inc. (f/k/a Mateon Therapeutics, Inc.) (“Oncotelic”), was formed in the State of New York in 1988 as
OXiGENE, Inc., was reincorporated in the State of Delaware in 1992, and changed its name to Mateon Therapeutics, Inc. in 2016, and Oncotelic
Therapeutics, Inc. in November 2020. Oncotelic conducts business activities through Oncotelic and its wholly-owned subsidiaries, Oncotelic,
Inc., a Delaware corporation, PointR Data, Inc. (“PointR”), a Delaware corporation, and EdgePoint AI, Inc. (“Edgepoint”),
a Delaware Corporation for which there are non-controlling interests, (Oncotelic, Oncotelic Inc., PointR and Edgepoint are collectively
called the “Company” or “We”). The Company is currently developing OT-101 for various cancers and
COVID-19, Artemisinin for COVID-19 and AI technologies for clinical development and manufacturing. The Company has acquired apomorphine
for Parkinson’s Disease, erectile dysfunction and female sexual dysfunction. In addition, the Company is evaluating the further
development of its product candidates OXi4503 as a treatment for acute myeloid leukemia and myelodysplastic syndromes and CA4P in combination
with a checkpoint inhibitor for the treatment of advanced metastatic melanoma. Our principal corporate office is in the United States
at 29397 Agoura Road, Suite 107, Agoura Hills, CA 91301 (telephone: 650-635-7000). Our internet address is www.oncotelic.com.
Amendments
to Certificate of Incorporation
In
November 2020 the Company filed an amendment to its Certificate of Incorporation with the Secretary of State for the State of Delaware
changing its name from “Mateon Therapeutics, Inc.” to “Oncotelic Therapeutics, Inc.” A notice of corporate action
had been filed with the Financial Industry Regulatory Authority (“FINRA”), requesting confirmation to change its name
and approval for a new ticker symbol. On March 29, 2021, the Company received approval from FINRA on its notice of corporate action,
and effective March 30, 2021, the Company’s ticker symbol has changed from “MATN” to “OTLC”.
In
January 2021, the Company filed an additional amendment to its Certificate of Incorporation, as amended (the “Charter Amendment”),
with the Secretary of State for the State of Delaware, which Charter Amendment went effective immediately upon acceptance by the Secretary
of State for the State of Delaware. As approved by the Company’s stockholders by written consent on August 10, 2020, the Charter
Amendment increased the number of authorized shares of Common Stock from 150,000,000 shares to 750,000,000 shares.
In
addition, the Company registered an additional total of 20,000,000 shares of its Common Stock, which may be issued pursuant to the Company’s
Amended and Restated 2015 Equity Incentive Plan (the “Plan”). Such additional shares were approved by the shareholders
of the Company on August 10, 2020 and as reported to the Securities and Exchange Commission (the “SEC”) on a Current
Report on Form 8-K on August 14, 2020. As such, the total number of shares of the Company’s Common Stock available for issuance
under the 2015 plan is 27,250,000.
Overview
We
are a clinical-stage biopharmaceutical company developing drugs for the treatment of orphan oncology indications, developing antisense
and small molecule injectable drugs for the treatment of cancer. After the acquisition of Mateon Therapeutics, Inc through a reverse
merger in 2019, we realigned the company pipeline to focus on rare pediatric cancers. The United States Food and Drug Administration
(“FDA”) has granted us Rare Pediatric Designations (“RPD”) for pediatric Diffuse Intrinsic Pontine
Glioma (“DIPG”) for OT-101, pediatric melanoma for CAP4 and acute myeloid leukemia (“AML”) for
Oxi4503. This strategy aims to capitalize on a voucher program in the United States (“US”). By focusing on RPD we
anticipate: 1) reducing the cost of clinical development by way of a smaller and faster clinical trial, 2) acceleration of the approval
process and final approval, 3) obtaining regulatory/ marketing exclusivity for up to 12 years as a biologic, and 4) obtaining vouchers
worth a significantly large value on regulatory approval, which can be upwards of several million dollars. Approval in US would allow
for approval in the rest of the world (“ROW”) using the US dossier. Phase 3 clinical trials for approval in adult
indications will be conducted following the positive interim read of the pediatric trials. This approach maximize return on investment
for the shareholders.
Concurrently
we also explore opportunity to create values for shareholders by forming strategic alliances and/or licensing our product portfolio.
As of August 2021, we have been working on the formation of a joint venture (“JV”) with Golden Mountain Partners (“GMP”)
to transfer the developmental cost of our product(s) onto the JV, while still participating in potential upside through ownership of
the JV. The Company entered into a JV with Dragon Overseas Capital Limited (“Dragon Overseas”) and GMP Biotechnology Limited
(“GMP Bio”), affiliates of GMP on March 31, 2022. GMP Bio and the Company are also looking to take the JV into
an initial public offering (“IPO”) of the JV and which is anticipated to be a liquidity event for Company, especially
if the IPO is successful. While we believe that the JV and the IPO can be completed and be successful, we cannot provide assurance
for either of the events to occur; or if they occur, then they would be successful.
As
a result of the reverse merger of Oncotelic and Oncotelic Inc.in April 2019 and the acquisition of PointR in November 2019, respectively,
we believe we are well positioned as a biotech company with: (1) Oncotelic Inc.’s antisense platform with our drug candidate OT-101-
targeting high value TGF-β2 target for various cancers and COVID-19, (2) PointR artificial intelligence (“AI”)
for clinical trials, research and development, (3) Edgepoint for developing technologies for manufacturing and for developing technologies
for supporting our COVID-19 programs, (4) Artemisinin for COVID-19, (5) the Company’s vascular disruptor proven safe in more than
500 patients capable of causing massive antigen release which would stimulate immune response against the cancerous tumor and (6) apomorphine,
which we in-licensed in 2021, for developing against Parkinson’s Disease (“PD”), erectile disfunction (“ED”)
and female sexual disfunction (“FSD”). Since the JV is formed with GMP Bio, we will now plan
to accelerate the development of apomorphine as our flagship drug candidate.
We
are also developing OT-101, an antisense against TGF-β2 – for the treatment of various viruses, including the severe acute
respiratory syndrome (“SARS”) and the current coronavirus (“COVID-19”), on its own and in conjunction
with other compounds. Viral replication cannot occur without TGF-β; and TGF-β surge and a cytokine storm cannot occur without
TGF-β. A Phase 2 trial was completed for OT-101 in South America. Based on the final results of the trial, the trial can expand
into a Phase 3 trial if the data supports the safety of the drug. This was a randomized, double-blind, placebo-controlled Phase 2 study
is intended to evaluate the safety and efficacy of OT-101 in adult patients hospitalized with positive COVID-19 and pneumonia.
In
addition, during 2020 and 2021, the Company was developing Artemisinin as a potential therapy for the virus causing COVID-19 (“SARS-CoV-2”).
Artemisinin, purified from a plant Artemisia annua. It can inhibit TGF-β activity and is able to neutralize COVID-19. The
Company initially conducted a study and the test results during an in vitro study at Utah State University showed Artemisinin having
an EC50 of 0.45 ug/ml, and a Safety Index of 140. Artemisinin can target multiple viral threats, including COVID-19, by suppressing both
viral replication and clinical symptoms that arise from viral infection. Viral replication cannot occur without TGF-β. In a clinical
study undertaken in India called ARTI-19, clinical consequences related to the TGF-β surge, including ARDS and cytokine storm, were
suppressed by targeting TGF-β with Artemisinin. The ARTI-19 trials were conducted in India by Windlas Biotech Limited (“Windlas”),
the Company’s business partner in India. Windlas had applied for regulatory approval for it’s Artemisinin based product,
ArtiShieldTM, but has not been able to obtain regulatory approval for use of ArtiShieldTM as a COVID-19 therapy
and as such, no significant revenues have been reported by Windlas nor have we accrued any royalties on Artemisinin due from Windlas.
We intend to focus future development on Artemisinin against other respiratory viruses with unmet needs.
In
September 2021, Oncotelic 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 milestone payments. This transaction brings in AL-101 - an intranasal apomorphine
asset with clear 505(b)2 pathway to approval for PD as well unique mechanism of action for treatment of ED and FSD.
We
currently have eight primary drug and AI technology programs we are seeking to advance:
| ● | Intranasal
drug and delivery system for intra-nasal Apomorphine for the treatment of PD, ED and FSD. |
| | |
| ● | OT-101
- an antisense against TGF-β2 – for the treatment of solid tumors with focus on
brain cancer in adult and DIPG in children. A RPD for pediatric DIPG has been granted by
US FDA. |
| | |
| ● | OT-101 - an antisense against TGF-β2 –for the treatment of various viruses, including the SARS and the current COVID-19, on
its own and in conjunction with other compounds. |
| | |
| ● | Artemisinin – a natural derivative from an Asian herb Artemisia Annua - Artemisinin has shown to be highly potent at inhibiting
the ability of the COVID-19 causing virus to multiply while also having an excellent safety index as well as against hepatitis B and C
viruses, human herpes viruses, HIV-1, influenza virus A, and bovine viral diarrhea virus in the low micromolar range. |
| | |
| ● | CA4P- a vascular disrupting agent (“VDA”) - in combination with Ipilimumab for the treatment of solid tumors with focus on
melanoma in adult and pediatric melanoma. A RPD has been granted to the Company by the FDA for pediatric melanoma. |
| | |
| ● | Oxi4503- a second generation VDA - for the treatment of liquid tumors with focus on childhood leukemia. A RPD has been granted to the
Company by the FDA for AML. |
| | |
| ● | Backoffice support using PointR fabric cluster computing grids for blockchain/AI for pharmaceutical manufacturing and clinical trials
and monitoring; and PointR AI for drug development through various stages of development. |
| | |
| ● | Developing AI based technologies to enhance the development and commercialization of our Artemisinin based products and support technologies. |
AL-101:
PD/ ED/FSD
Oncotelic
acquired AL-101 for the intranasal delivery of apomorphine for the treatment of PD. Over 60,000 new patients being diagnosed with PD
in the United States and currently there are over 1 million patients in the US and expected to increase to over 1.2 million by 2030.
In addition, approximately 10 million suffer from this disease globally. https://www.parkinson.org/Understanding-Parkinsons/Statistics.
AL-101 is also being developed for ED. ED is the most prevalent male sexual disorder globally. The percentages of men affected by ED
are as follows: 14.3-70% of men aged 60 years, 6.7-48% of men aged 70 years, and 38% of men aged 80 years (Geerkens MJM et al. (2019).
Eur Urol Focus. pii: S2405-4569(19)30079-3). However, with the increasing administration of PDE5 inhibitors in clinical practice, it
was found that approximately 30-35% of ED patients are treatment failures (McMahon CN et al. (2006). BMJ, 332: 589-92). AL-101 is designed
to target treatment failure ED patients who do not respond to PDE5 inhibitors. Through similar mechanism of action, AL-101 is being developed
for FSD. FSD is a prevalent problem, afflicting approximately 40% of women and there are few treatment options. FSD is more typical as
women age and is a progressive and widespread condition. (Allahdadi, KJ et al. (2009) Cardiovascular & hematological agents in medicinal
chemistry, 7(4), 260-269). There is no available drug for the treatment of FSD. In June 2019, the FDA approved Vyleesi (bremelanotide)
to treat acquired, generalized hypoactive sexual desire disorder (“HSDD”) in premenopausal women. This is the only
available drug treatment. Vyleesi has essentially replaced the only other drug for HSDD, however, it has a long list of drug-drug interactions,
including commonly used antidepressants, such as fluoxetine and sertraline. In addition, it has a black box warning regarding its use
with alcohol, a combination that has been associated with hypotension and syncopal episodes. Therefore, there is an urgent need for effective
therapy against FSD and HSDD.
OT-101:
An Antisense Against TGF-β2
Trabedersen
(AP12009, OT-101) is a novel antisense oligodeoxynucleotide (“ODN”) developed by Oncotelic Inc. for the treatment
of patients with pancreatic carcinoma, malignant melanoma, colorectal carcinoma, high-grade glioma (“HGG”), and other
transforming growth factor beta 2 (“TGF-β2”) overexpressing malignancies (e.g. prostate carcinoma, renal cell
carcinoma, etc.). Trabedersen is a synthetic 18-mer phosphorothioate oligodeoxynucleotide (“S-ODN”) complementary
to the messenger ribonucleic acid (“mRNA”) of the human TGF-β2 gene.
TGF-β
is a multifunctional cytokine with a key role in promoting tumor growth and progression including cell proliferation, cell migration,
and angiogenesis. Above all, TGF-β is a highly potent immunosuppressive molecule. Inhibition of TGF-β overexpression in tumor
tissue represents a novel multimodal treatment principle leading to the reduction of tumor growth, inhibition of metastasis, and restoration
of host antitumor immune responses. Despite its recognized pivotal role in cancer, therapeutics targeting TGF-β have not been successful
and many have failed due to toxicity issues possibly due to inhibition of TGF-β1 essential functions. The high level of homology
between the various TGF-β isoforms is making it impossible to create mAb or small molecule inhibitor without TGF-β1 cross-inhibition.
Therefore, Oncotelic Inc. chose to target TGF-β2 only using OT-101 antisense approach. The sequence of OT-101 can only target TGF-β2
and does not have any impact on other TGF-β isotypes. However, suppression of TGF-β2 directly by OT-101 would also result in
suppression of TGF-β2 indirectly, but not TGF-β3.
Trabedersen
is believed to reverse TGF-β’s immunosuppressive effects, rendering the tumor visible to a patient’s immune system and
resulting in priming and specific activation of the patient’s anti-tumor immune response. OT-101 has completed multiple clinical
trials with promising outcomes. OT-101, is being developed as a broad-spectrum anti-cancer drug that can also be used in combination
with other standard cancer therapies to establish an effective multi-modality treatment strategy for difficult-to-treat cancers. Oncotelic
plans to initiate phase 3 clinical trials for OT-101 in both high-grade glioma and pancreatic cancer. During phase 2 clinical trials
in pancreatic cancer, melanoma, and colorectal cancers (Study P001) and in high-grade gliomas (Study G004), meaningful single agent activity
with meaningful tumor reduction was observed, and OT-101 exhibited a favorable safety profile. Both partial and complete responses have
been observed in the G004 Phase 2 clinical trial of OT-101 as a single agent in patients with aggressive brain tumors.
Oncotelic
Inc.’s self-immunization protocol (SIP©) is based on the novel and proprietary sequential treatment of cancers with OT-101
(antisense against TGF-β2) and chemotherapies. Proper Sequencing of treatments is key to optimal immunotherapy. Leveraging from
its in-depth knowledge of TGF-β immunotherapy, Oncotelic Inc. ordered the various treatments in the following sequence: (1) expand
immune reserve through IL-2 treatment or infusion of immune cells; (2) prime immune response with TGF-β inhibitor OT-101; (3) boost
immune response with chemotherapy; and (4) revitalize the exhausted of immune response with checkpoint inhibitors. This sequential treatment
strategy is aimed at achieving effective self-immunization against a patients’ own cancer, resulting in robust therapeutic immune
response and consequently better control of the cancer and improved survival. Prolonged states of being cancer-free have been observed
in some patients with the most aggressive forms of cancer, raising a renewed hope for a potential cure. The use of OT-101 lifts the suppression
of the patient’s immune cells around the cancer tissue, providing the foundation for an effective initial priming, which is critical
for a successful immune response. The subsequent chemotherapy results in the release of neoantigens that result in a robust boost of
the immune response. This process is termed Xenogenization process and can be: (1) hypermutation by temozolomide in the treatment of
brain cancer, (2) immunogenic cell death by taxanes and 5FU in pancreatic cancer, or (3) necrotic cell death by VDA (vascular disrupting
agent) in melanoma and MDS. Additionally, the Company believes that a rational combination of the Oncotelic Inc. SIP platform with immune-modulatory
drugs like interleukin 2 (IL-2) and/or immune checkpoint inhibitors has the potential to help achieve sustained and robust immune responses
in patients with the most difficult-to-treat forms of cancer. The combinations with IL-2 and NK are already partnered with external corporate
partners. The Company entered into a JV with Dragon Overseas Capital Limited (“Dragon Overseas”) and GMP Biotechnology
Limited (“GMP Bio”), affiliates of GMP on March 31, 2022. GMP Bio and the Company will focus to further expand
the development of OT-101 for various oncology indications like pancreatic cancer, melanomas, gliomas etc. as also for viral infections
like COVID-19. This path is being evaluated as a monotherapy, as well as combination therapies in conjunction with other drugs like checkpoint
inhibitors.
Pancreatic
Cancer
Pancreatic
cancer is associated with the poorest prognosis of gastrointestinal cancers and is expected to become the second leading cause of cancer-related
mortality in the USA by 2030. Pancreatic cancer is traditionally considered to be an immune-resistant disease. There is a lack of effector
T cells, an abundance of myeloid-derived suppressor T cells, and a dearth of key immune effector and regulatory cells. This may be part
of the reason why single-agent checkpoint inhibitors are not as effective in comparison to other diseases. Here is where breaking immune
tolerance by inhibiting TGF-β with OT-101 will have a significant impact.
The
P001 trial was an open-label, multicenter dose-escalation study to evaluate the safety and tolerability of OT-101 (TGF-β2-specific
Phosphorothioate Antisense Oligodeoxynucleotide) in adult patients with advanced tumors known to overproduce TGF- β2, which are
not or no longer amenable to established therapies. The primary objective of the study was to determine the maximum tolerated dose (MTD)
and the dose-limiting toxicities (DLTs) of two cycles of trabedersen administered intravenously (i.v.) on a 7-days-on/7-days-off or 4-days-on/10-days-off
schedule. Secondary objectives included were: (1) determining the safety and tolerability of OT-101 administered intravenously at weekly
intervals for four days every other week; (2) assessing the plasma pharmacokinetic profile of OT-101 administered intravenously at weekly
intervals and for four days every other week; (3) establishing a suitable determination method and to assess the urine pharmacokinetic
profile of OT-101 administered intravenously for four days every other week; (4) determining the effect of OT-101 administered intravenously
at weekly intervals and for four days every other week on TGF-β2 plasma concentration levels; and (5) Assessing the potential antitumor
activity of OT-101 administered intravenously at weekly intervals and for four days every other week, as assessed by the effect on tumor
size and tumor markers.
Of
the 61 patients treated, 37 had advanced treatment failure pancreas cancer, a very difficult-to-treat cancer with an overall survival
rate that is measured in months even with the best available chemotherapy regimens. Globally, over 400,000 people die of pancreatic cancer
each year. MTD was not reached for the 4-days-on/10-days-off schedule, which became the schedule adopted for the phase 2 expansion phase
of the trial. Disease control (complete response (CR)), partial response (PR) or stable disease (SD)) was achieved in 19 of 35 evaluable
pancreas cancer patients (54%). Among liver mets only patients, there are exceptional single-agent activity and survival. Patient 1006
was pushed to complete response (CR) and survived as far out as 77 mos. This patient failed multiple lines of therapies: (1) surgery:
Whipple’s procedure, (2) 1st line: 5-FU/LV, Dose 425 mg/m2, (3) 2nd line: 5-FU/LV, Dose 2600 mg/m2/24hr, (4) 3rd line: Gemcitabine,
Dose 1000 mg/m2/week, and (5) went on to OT-101with liver mets and complete response. Patient 1022 was pushed to stable disease (“SD”)
with overall survival of 40 months. This patient had also failed multiple lines of therapies: (1) surgery: Whipple’s procedure,
(2) 1st line: radiation therapy (50 Gy), (3) 2nd line: 5FU, and (4) went on to OT-101 with liver mets and SD.
OT-101
treatment more than doubled the ratio of patients being able to go onto subsequent chemotherapy versus not being able, and consistent
with the expected immunization boost coming from Xenogenization with subsequent chemotherapies (taxanes and 5FU/Cisplatin) as discussed
for SIP, those with subsequent chemotherapy exhibited increased mOS and more than doubled their 1-year survival. Patients treated with
the non-SIP agent did not exhibit these properties.
Gliomas
Brain
tumors in the United States are rare and only accounted for 2% of all adult cancers. However, the rate of brain tumors on the rise for
the last 30 years. The more common and most malignant form of brain tumors – glioblastoma (“GBM”) has more than
doubled from 2.4 to 5.0 per 100,000. In the face of this increase, treatment remained essentially unchanged during the last decade. And
despite aggressive surgery followed by radiation and/or chemotherapy, GBM has the worst five–year survival rates among all human
cancers, with an average survival from diagnosis of only about 1 year and less than 5% of the patient survived after 5 years. On top
of it all, GBM will recur or regrow in most patients. Treatment of recurring a high-grade GBM that has recurred does not always improve
survival compared with hospice care alone and deciding when to stop treating the cancer and entering into hospice care is frequently
recommended when the patient is unlikely to live longer than six months.
GBM
resilience and persistence is in stark contrast with the recent excitement in oncology where Immuno Oncology (“IO”)
agents have shown promise to be curative by driving the immune cells to attack the tumors. Though extraordinarily effective against the
growing number of tumors, IOs have been ineffective against GBM. GBM is generally considered immunologically “cold” with
few immune effector cells needed for successful immunotherapy. The overexpression of transforming growth factor-beta 2 (“TGF-β2”)
is associated with poor prognosis of tumors and plays a key role in malignant progression of various tumors including GBM by inducing
proliferation, metastasis, angiogenesis, and immunosuppression. Oncotelic Inc. is developing a novel TGF-β2 antisense agent OT-101
as immunotherapy against GBM.
G004
is a multinational, multicenter, open-label, randomized, active-controlled, parallel-group study in adult patients with either recurrent
or refractory AA (WHO grade III) or recurrent or refractory GBM (WHO grade IV). There were 3 treatment groups: (1) 10 µM Trabedersen,
(2) 80 µM Trabedersen, and (3) standard chemotherapy (mostly temozolomide). Tumor control rate at 6 months was the primary endpoint.
Response assessment included the tumor control rate and the overall response rate, which were assessed at 6, 12, and 14 months by central
MRI reading. The tumor control rate was defined as the percentage of patients with either CR, PR, or SD and the overall response rate
was defined as percentage of patients with either CR or PR. An independent blinded central MRI reading was performed to obtain a standardized
response assessment for the efficacy analysis. Central reading was performed by 2 independent neuroradiologists with an additional adjudicator
deciding in case of conflicting opinions.
All
patients had previous tumor surgery, almost all patients had previous radiation therapy, and more than half of the patients had received
previous chemotherapy. A total of 134 patients, 89 patients in the OT-101 test group and 45 patients in the standard chemotherapy control
group were assessed. The findings of a randomized Phase II study further confirmed the feasibility of intratumoral application of OT-101
via convection enhanced delivery (CED) for up to 6 months and showed that it results in early disease control at 6 months at a rate comparable
to that achieved with temozolomide. OT-101 was administered to 89 R/R high-grade glioma (HGG) (Anaplastic Astrocytoma/AA:27; Glioblastoma
multiforme/GBM: 62) patients with an intratumoral catheter using a convection enhanced delivery (CED) system. 77 patients (Efficacy population;
GBM: 51; AA: 26) received at least the intended minimum number of 4 OT-101 treatment cycles. Response determinations were based on central
review of MRI scans according to McDonald criteria. Standard statistical methods were applied for the analysis of data. Nineteen patients
had a complete response (CR) or partial response (PR) following a slow but robust size reduction of their target lesions. In addition,
7 patients had stable disease (SD) lasting ≥6 months. For the combined group of 26 AA/GBM patients with favorable responses, the median
PFS was >3 years and OS was >3.5 years (16, 17). Hence, OT-101 administered intratumorally exhibits clinically meaningful single-agent
activity and induces durable CR/PR/SD in R/R HGG patients. These results provided the proof of concept that targeting TGFβ2 with
intratumoral OT-101 therapy can result in a favorable survival outcome for R/R HGG patients (AA, WHO grade 3 and GBM, WHO Grade 4).
OT-101:
Pediatric DIPG
DIPG,
the second most common malignant pediatric brain tumor, has a dismal outcome with available standard treatment modalities. No significant
therapeutic advances have been accomplished in the treatment of this poor prognosis brain tumor and the average overall survival has
remained <1 year with a 2-year survival rate of <10%. In solid tumors, the expression level of the TGFβ has been identified
as a significant contributor to disease progression and poor prognosis as well as resistance to standard therapy and metastasis. In particular,
TGFβ has been implicated in treatment resistance to targeted therapeutics, chemotherapy as well as immune-oncology drugs. Importantly,
TGFβ restrains anti-tumor immunity by restricting cytotoxic T-cell infiltration, recruiting regulatory T cells and inhibiting the
maturation as well as function of natural killer (“NK”) cells. Amplified activity of the TGFβ-Smad signaling
pathway enhances tumor growth, invasion, as well as angiogenesis and has been implicated in the malignant phenotype and poor prognosis
of high-grade gliomas in adults. Therefore, TGF-β has emerged as an attractive target for the therapeutic intervention of high-grade
gliomas.
We
recently performed a meta-analysis of TGFβ2 gene expression in primary tumor specimens from 29 pediatric DIPG patients in the publicly
available archived datasets. Our data provided unprecedented evidence that TGFβ2 is expressed at high levels in pediatric DIPG.
Three TGFβ2 probesets exhibited 1.8-2.5-fold increased levels of expression in DIPG patients. Our meta-analysis provided new evidence
that TGFβ2 gene and its interactome are expressed in pediatric DIPG at significantly higher levels than in normal tissues or low-grade
gliomas. Hence, TGFβ2 is an attractive molecular target for immunotherapy of pediatric DIPG.
The
US FDA has granted the Company a RPD for pediatric DIPG.
OT-101
for Treatments of Corona Viruses
When
COVID-19 emerged in China, the Company and GMP contemplated a collaboration to develop drug candidates for COVID-19. Oncotelic Inc. and
GMP entered into a research and services agreement (the “GMP Agreement”) in February 2020 memorializing their collaborative
efforts to develop and test COVID-19 antisense therapeutics. In March 2020, Oncotelic reported the anti-viral activity of OT-101 –
its lead drug candidate currently in phase 3 testing in pancreatic cancer and glioblastoma. In an in vitro antiviral testing performed
by an independent laboratory, OT-101 showed that it was highly active against COVID-19. Further, in March 2020, the Company, Oncotelic
Inc. and GMP entered into a supplement to the Agreement (the “Supplement”) to confirm the inclusion of OT-101 within
the scope of the GMP Agreement, pending positive confirmatory testing against COVID-19. In consideration for the financial support provided
by GMP for the research, pursuant to the terms of the GMP Agreement (as amended by the Supplement), GMP is entitled to obtain certain
exclusive rights to the use of the Product in the field of the treatment of COVID-19 on a global basis, and an economic interest in the
use of the Product in the field of the treatment of COVID-19 including 50/50 profit sharing. In March 2020, the Company reported the
anti-viral activity of OT-101, in an in vitro antiviral testing performed by an independent laboratory, OT-101 has an 50% effective concentration
(EC50) of 7.6 µg/mL and is not toxic at the highest dose of 1000 µg/mL giving a safety index (SI) value of >130, which
is considered highly active and on par or superior to Remdesivir- a Gilead’s drug. Unlike Remdesivir- OT-101 targets not only the
virus replication but also the virus induced pneumonia and fibrosis.
A
Phase 2 C001 Covid Study: “A Double-Blind, Randomized, Placebo Controlled, Multi-Center Study of OT-101 in Hospitalized COVID-19
Subjects” was completed for OT-101 in South America, that can expand into a Phase 3 trial if the data supports the safety of the
drug. This was a randomized, double-blind, placebo-controlled Phase 2 study intended to evaluate the safety and efficacy of OT-101 in
adult patients hospitalized with positive COVID-19 and pneumonia. By suppressing TGF-β, OT-101 suppresses COVID-19 replication directly
and has the potential to also suppressed viral induced pneumonia and fibrosis. In October 2021, Data lock and Study Data and Analysis
Data Models (SDTMs & ADaMS Databases) were generated for the trial. The trial compares OT-101 in combination with Standard of Care
(“SOC”) versus Placebo plus SOC (N= 32 pts at 2:1 randomization ratio). SOC includes dexamethasone, the only drug
known to improve outcomes in severe cases of COVID-19. The top line data was:
| 1) | Safety
endpoints met. OT-101 as a TGF-β inhibitor was safe to administer to COVID-19 patients
including severe/critical COVID-19 patients. |
| 2) | Efficacy
signals were obtained. End of treatment (Day 7) mortality for the entire study population
was 4.5% OT-101 versus 20% for placebo. |
| 3) | Incidence
of >96% viral load knockdown on End of Treatment (Day 7) was 89% for OT-101 versus 67%
for placebo. |
| 4) | Overall
survival improved 3X for critical COVID-19 pts (4 days for placebo versus 14 days for OT-101,
p < 0.0166). |
Artemisinin
for Treatment of COVID-19
Artemisinin
derived from Chinese herb Artemisia annua L. (Sweet wormwood) has been used medicinally to treat fevers for centuries in China. Like
other potential COVID-19 therapeutic agents such as Hydrochloroquine and Remesidivir, the efficacy of Artemisinin remains to be tested
in well controlled and sufficiently powered clinical trials.
We
discovered that Artemisinin was highly potent at inhibiting the ability of SARS-CoV-2 to multiply while also having an excellent safety
index. The Company’s’ test results during an in vitro study at Utah State University showed Artemisinin having an EC50 of
0.45 ug/ml, and a Safety Index of 140. Artemisinin has the potential to target multiple viral threats, including COVID-19, by suppressing
both viral replication and clinical symptoms that arise from viral infection. Viral replication cannot occur without TGF-β. Artemisinin
also has been reported to have antiviral activities against hepatitis B and C viruses, human herpes viruses, HIV-1, influenza virus A,
and bovine viral diarrhea virus in the low micromolar range. TGF-β surge and cytokine storm cannot occur without TGF-β. Clinical
consequences related to the TGF-β surge, including ARDS and cytokine storm, are suppressed by targeting TGF-β with Artemisinin.
The
availability of Artemisinin as a pre-existing dietary supplement may allow it to be deployed in many countries, including developing
countries where the healthcare system can easily be overwhelmed. Its safety was clearly superior to chloroquine and remesidivir. The
Company’s ARTI-19 trial in India was conducted by Windlas, the Company’s business partner in India, as part of the Company’s
effort at deploying ArtiShieldTM across India, and a variation of that in Asia, Africa, and Latin America. No adverse events
were reported that required discontinuation of treatment. When ARTIVeda™ / PulmoHeal™ was added to
the SOC, more patients recovered faster than SOC alone.31 of 39 (79.5%) of patients taking became asymptomatic after 5-day of therapy.
In comparison, only 12 of 21 control patients (57.1%) treated with SOC alone became asymptomatic on day 5. For the sicklier patients
(WHO scale 4), the median time to becoming asymptomatic was only 5 days for the ARTIVeda™ / PulmoHeal™ +
SOC group, as compared to 14 days for the SOC alone group. These data sets provided clinical support that targeting the TGF-β pathway
with ARTIVeda™ / PulmoHeal™ may contribute to a faster recovery of patients with mild to moderate COVID-19
patients. The Company has published the results of the trial in certain renowned publications. The Company is intending to continue developing
Artemisinin as pharmaceutic for tropical viral diseases. Windlas had applied for regulatory approval for it’s Artemisinin based
product, ArtiShieldTM, but has not been able to obtain regulatory approval for use of ArtiShieldTM as a COVID-19
therapy and as such, no significant revenues have been reported by Windlas nor have we accrued any royalties on Artemisinin due from
Windlas.
CA4P
as an Immuno-Oncology Agent
Radiation
therapy, recognized for its potent cytotoxic effect on cancer cells by inducing direct DNA damage, can sometimes elicit a systemic antitumoral
response. Irradiation releases a plethora of neoantigens and pro-inflammatory cytokines, acting like an in-situ vaccine, resulting in
tumor regression within the primary site, but may also occasionally result in regression of distant secondary lesions. This regression
of distant cancer metastases when the primary tumor is irradiated is defined as the abscopal effect. Yet, an abscopal effect with radiotherapy
alone occurs infrequently, signifying that the antitumor immunity caused by radiation is not sufficient enough to abolish the tumor and
its metastases nor able to prevent the metastatic process or the immunosuppressing effect the cancer exhibits on the host’s systemic
macroenvironment. Recently, several studies have confirmed the synergistic antitumoral immunity caused by the combination of radiation
with immunotherapy, which has demonstrated a durable abscopal effect in patients with advanced malignancies. Postow, et al, Golden, et
al, Hinicker, et al and others have all described early findings of a reproducible abscopal effect when combining irradiation with Ipilimumab
and/or Nivolumab.
Similarly,
CA4P causes rapid and widespread tumor cell necrosis. A number of laboratories have shown that the type of tumor cell death induced by
ischemic necrosis not only controls the presence or absence of specific tumor antigens, but also can result in immunological responses
ranging from immunosuppression to anti-tumor immunity. The terms “immunogenicity of cell death” or “immunogenic
cell death” (ICD) is often used by scientists to describe the ability of dead/dying cells (especially of tumor cells) to
mount antigen-specific and particularly CD8 + T-cell-mediated adaptive immune responses and not simply lead to innate inflammation. CD8
+ T-cells play significant role in tumor protection and development of this type of immunity. A modernized concept has emerged which
defines immunogenic cell death in general because of mutual or consequent processes including endoplasmic reticulum stress release of
“find-me” signals (e.g., ATP), exposure of “eat-me” signals (e.g., calreticulin,
phosphatidylserine) and damage-associated molecular patterns (DAMPs [HMGB1, F-actin]). These molecular changes might occur in the cells
undergoing necrotic death. These and other signals appear to be relevant to the potential for CA4P to increase immunogenicity following
induction of ischemic necrosis.
Preclinical
studies in which CA4P was combined with an anti-CTLA4 antibody using an EMT-6 mammary tumor model showed that 7 out of 8 mice receiving
a combination of CA4P and an anti-CTLA4 antibody experienced complete remission of their tumors, compared to only 1 of 8 in the CA4P
monotherapy arm and 2 of 8 in the anti-CTLA4 antibody monotherapy.
Three
of four follow-up preclinical studies confirmed that CA4P combined with immuno-oncology agents could delay tumor growth. Follow-up studies
were conducted in a CT26-32 colon cancer model, a larger tumor EMT-6 mammary cancer model, and a C3H mammary cancer model. Studies in
a CT-26-32 colon cancer animal model using CA4P combined with anti-CTLA4 antibodies demonstrated a 77% reduction in tumor size compared
to immuno-oncology agents alone, and an 89% reduction in tumor size compared to control. This large tumor model also showed a survival
benefit for the animals receiving combination therapy, with all animals in the combination therapy group surviving to the end of the
study, compared to no animals surviving on the control and only half of the animals surviving that received immuno-oncology agents alone.
Additional
analyses of changes induced within tumors following combination therapy have shown that CA4P increases the immunogenic effect of checkpoint
inhibitors when used alone as monotherapy. Tumor-fighting white blood cell counts, T-cells and cytotoxic T-cells compared to immuno-oncology
agents alone. Tumor necrosis with the combination of CA4P and immuno-oncology agents is nearly double the necrosis with only immuno-oncology
agents (63.9% compared to 32.8%, control = 25.8%).
The
overall data from all these studies provides evidence that CA4P may enhance the activity of immuno-oncology agents for the treatment
of cancer, including anti-CTLA4 antibodies. Furthermore, CA4P has clinical activity in melanoma in early clinical testing and repeated
demonstration of CA4P mediated necrotic tumor cell death across 17 completed clinical trials and >500 patients. During various phase
1 studies, we found that CA4P treatment resulted significant disease control among patients with solid tumors who progressed on standard
therapies. CA4P treatment resulted in 2 Stable Disease (SD) of 5 melanoma patients treated. The combination of CA4P with carboplatin
and paclitaxel was well tolerated in the majority of patients with adequate premedication and had antitumor activity in patients who
were heavily pretreated. Patients with advanced cancer refractory to standard therapy were treated with CA4P as a 10-min infusion, 20
h before carboplatin, paclitaxel, or paclitaxel, followed by carboplatin. Responses were seen in 10 of 46 (22%) patients with ovarian,
esophageal, small-cell lung cancer, and melanoma. One Partial Response (PR) was observed of 6 melanoma patients treated follow progressing
during first-line trial therapy with dacarbazine and sorafenib. In melanoma animal model- B16-F10 murine melanoma experimental tumors-
seventy-four hours after drug administration, a decrease in the number of tumor blood vessels was apparent and necrotic areas within
tumors were visible. Building on the single agent activity of CA4P, we are expecting that combination of CA4P with Ipilimumab or other
immune-oncology drug would result in improved tumor control for these patients above the 2 PR out of 17 patients treated with Ipilimumab
alone which supported the approval of Ipilimumab in pediatric melanoma.
CA4P:
Pediatric Melanoma
Until
the recent approval of ipilimumab as the first immunotherapy agent approved for children, metastatic or nonresectable pediatric melanoma
did not have any FDA-approved therapies available. As for adult melanoma patients, the mainstay of care is surgical excision. Studies
also show that children treated for melanoma should be closely monitored as they are at increased risk of recurrence later in life. However,
there are only very limited data on the efficacy of systemic therapy in children and adolescents with advanced melanoma and new effective
therapies are urgently needed. There are only very limited data on the efficacy of systemic therapy in children and adolescents with
advanced melanoma. Several phase I/II trials have been designed to evaluate therapies for pediatric cancer patients that included subsets
of patients with advanced melanoma.
Ipilimumab
was evaluated in a phase I clinical study in children with unresectable stage IIIC or IV melanoma and in a pediatric phase II trial (NCT01696045)
that included children aged 12 years or older with previously treated or untreated, unresectable stage III or IV malignant melanoma.
Of the 17 melanoma patients older than 12 years treated with ipilimumab across both studies, two experienced objective responses. Immune-related
adverse events included pancreatitis, pneumonitis, endocrinopathies, colitis, and transaminitis, with dose-limiting toxicities observed
at 5 mg/kg. No grade 2 or higher immune-related toxicities were identified at doses of 3 mg/kg or less. Based upon the results of these
studies and evidence from studies in adult patients, in July 2017, the FDA approved ipilimumab for the treatment of unresectable or metastatic
melanoma in children aged 12 years and older.
It
is expected that combination of CA4P with Ipilimumab or other immune-oncology drugs would result in improved tumor control for these
patients above the 2 PR out of 17 patients treated with ipilimumab.
The
FDA has granted Rare Pediatric Disease Designation for CA4P/ Fosbretabulin tromethamine for the treatment of stage IIB–IV melanoma
due to genetic mutations that disproportionately affect pediatric patients as a drug. Preclinical studies in which CA4P was combined
with an anti-CTLA4 antibody using an EMT-6 mammary tumor model showed that 7 out of 8 mice receiving a combination of CA4P and an anti-CTLA4
antibody experienced complete remission of their tumors, compared to only 1 of 8 in the CA4P monotherapy arm and 2 of 8 in the anti-CTLA4
antibody monotherapy. This application is based on observed CA4P activity in melanoma in early clinical testing. During various phase
1 studies, we found that CA4P treatment resulted significant disease control among patients with solid tumors who progressed on standard
therapies. CA4P treatment resulted in 2 Stable Disease (SD) of 5 melanoma patients treated. One Partial Response (PR) was observed of
6 melanoma patients treated follow progressing during first-line trial therapy with dacarbazine and sorafenib. Building on the single
agent activity of CA4P, we are expecting that combination of CA4P with Ipilimumab or other immune-oncology drug would result in improved
tumor control for the target pediatric population above the 2 PR out of 17 patients treated with Ipilimumab alone which supported the
approval of Ipilimumab in pediatric melanoma.
OXi4503
for Acute Myeloid Leukemia
OXi4503
(combretastatin A1-diphsphate; CA1P) is a novel investigational VDA that has been shown to have a significant in vitro cytotoxic as well
as chemo-sensitizing activity against human AML cells. OXi4503 also exhibited in vivo anti-leukemic activity in xenografted mice with
human AML.
OXi4503
employs a new, broader strategy against AML than currently exists for standard chemotherapy, as it provides a dual mechanism of action
involving both anti-vascular effects and direct cytotoxicity to AML cells. Vascular and/or Bone marrow endothelial cells (“ECs”)
appear to provide a protective effect for AML cells, keeping them dormant within the bone marrow. VDAs may target these ECs and reverse
their chemo protective effect, providing a novel approach to the treatment of AML which may otherwise be resistant to other chemotherapeutic
therapies. Preclinical data indicate that OXi4503 alone and in combination with traditional AML treatments such as cytarabine may provide
significant benefit in eliminating AML cells. Results from two completed Phase I clinical trials demonstrated the clinical impact potential
of OXi4503 against relapsed AML when it is alone or in combination with the standard chemotherapy drug cytarabine (“ARA-C”)
can induce complete remissions in relapsed AML patients. Notably, OXi4503 showed single agent activity in a clinical Phase I trial and
resulted in complete remission of a relapsed AML patient. Sustained complete remissions were also achieved in relapsed AML patients who
were treated with OXi4503 in combination with ARA-C.
OXi4503
has received orphan designation for AML in both the United States (Designation No. 12-3824) and the European Union (Designation No. EU/3/15/1587
- EMA/OD/144/15). In 2017, the FDA has granted fast-track designation to OXi4503 for the treatment of relapsed/refractory AML. Oxi4503
met the qualifying criteria for the Fast Track designation since AML is a serious and life-threatening condition, and a large unmet medical
need exists for additional treatment strategies for this disease.
The
Investigator-Sponsored trial (IST) UF OXi4503 AML MDS Ph 1 (UF4503), “A Phase 1 Clinical Trial of OXi4503 for Relapsed and Refractory
AML and Myelodysplastic Syndromes (“MDS”) was designed to evaluate the safety profile and the maximum tolerated dose
(“I”) as well as a recommended Phase 2 dose (RP2D) of OXi4503 in patients with recurrent/refractory (R/R) AML and MDS (ClinicalTrials.gov
NCT01085656) (14, 50). The clinical single agent activity of OXi4503 was also assessed within the confines of a Phase 1 clinical trial
setting. A total of 18 patients enrolled in the study from February 2011 to January 2016. The patients were predominantly male (78%)
and the median age was 62.5 years. Of the 15 patients with AML, 4 (27%) had primary refractory AML, 2 (13%) were in first relapse, and
9 (60%) had refractory AML beyond CR1.
Eight
patients (44%) completed at least one cycle of CA1P and were evaluable for efficacy assessments. Of the eight patients evaluable, one
achieved morphologic remission with incomplete blood count recovery (“CRi”) after 1 cycle but came off study in cycle
2 due to fungal pneumonia. Three patients had stable disease after at least one cycle of CA1P. Three patients experienced progressive
disease after 1 cycle of CA1P and were withdrawn from the study.
The
Phase 1 dose-escalation combination of the Company sponsored study OX1222 (NCT02576301) was a Phase 1b dose escalation study of OXi4503
as a single agent and in combination with Cytarabine with subsequent combination Phase 2 cohorts for subjects with relapsed/refractory
(R/R) AML and MDS. 29 subjects were treated with OXi4503 in combination with Cytarabine.
Of
these 29 patients, one was evaluable for safety analysis, but no EFS/OS data or response data were available for activity evaluations.
Of the 28 patients evaluable for EFS/OS outcome analyses, 26 had AML and 2 had MDS. For the 26 AML patients, there were 4 CRs. The CR
responses were associated with prolonged overall survival substantially better the median OS time: One patient who became eligible for
allogeneic PBSCT remains alive, free-of-leukemia at 720+ days. The overall survival times were 434 days, 521 days, 535 days and 720 days,
respectively. The median OS time for the 4 patients who achieved a CR/CRi was 528 (95% CI: 434 - NA) days which was significantly better
than the median OS time of 113 (95% CI: 77 - 172) days for the remaining 22 AML patients who did not achieve a CR (Log Rank = 11.8, P-value
= 0.0006).
Three
of the 4 CR/CRis were achieved in 1st relapse patients while one patient with CRi had failed 5 previous regimens, including 7:3, HiDAC,
and PBSCT. Patients who achieved a CR/CRi went on to receive other treatments after receiving 4-6 cycles of OXi4503. The median OS for
all 26 AML patients who received therapy was 119 (95% CI: 87 - 232) days. Patients who had rapidly progressive disease or developed toxicity
could not get as many OXi4503 doses as patients who responded to their treatment favorably. The median OS time for 18 patients receiving
1-3 doses Of OXi4503 was 82 (95% CI: 66 - 135) days and these patients exhibited a worse survival outcome compared to 9 patients receiving
4-6 doses which was recorded at 434 (95% CI: 191 - NA) days (Log Rank = 12.3, P-value = 0.0004).
OXi4503:
Pediatric AML
Pediatric
AML is most common during the first 2 years of life and during the teenage years. In the United States, about 730 people under age 20
are diagnosed with AML each year. The number of deaths was 0.6 per 100,000 children per year. These rates are age-adjusted and based
on 2012-2016 cases.
Compared
with pediatric acute lymphoblastic leukemia (“ALL”), the outlook for pediatric AML patients is far worse. Even though
pediatric AML cases are far fewer than pediatric ALL, the mortality rate is about the same, illustrating that AML is a devastating disease
and the need for continuing research to identify effective treatments for these children. The prognosis for AML in children remains relatively
poor, with a 5-year survival rate of 64% compared with 90% in ALL.
Patients
with poor-risk cytogenetics include those that lack any favorable changes and harbor any of the following cytogenetic abnormalities:
monosomy 7, monosomy 5, deletion of 5q, abnormalities of 3q, t(6;9)(p23;q34), and complex karyotype which is defined as three or more
cytogenetic abnormalities. Children and adolescents harboring these unfavorable features have survival of less than 50 percent, and in
many cases less than 20 percent.
The
standard of care for management of pediatric AML involves predominantly induction therapy intended to put the patient into remission
and consolidation chemotherapy designed to eradicate leukemia cells that may have escaped front line induction therapy. Whereas, >80%
of pediatric AML patients will achieve remission, only about half will remain disease-free for an appreciable period of time. Approximately
30 percent of children with AML will experience relapse and only one third of them become long-term survivors after salvage therapy.
Although cure rates for children and adolescents with AML have improved, outcomes for pediatric AML patients with adverse prognostic
biologic features (e.g. high risk genetic mutations or chromosomal abnormalities) and refractory or relapsed disease who failed or did
not respond to their initial standard induction chemotherapy remains poor and limited treatment options are available for these patients.
Novel therapies for these high-risk patients are urgently needed. OXi4503 shows clinical potential and promise for this indication based
on the proof-of-concept data obtained from nonclinical and clinical studies.
The
FDA has granted a RPD for OXi4503 for the treatment of pediatric AML.
AI/Blockchain:
PointR/EdgePoint
PointR,
an acquisition made in November of 2019, develops, and deploys high performance cluster computers and artificial intelligence (“AI”)
technologies for inference processing of a camera-grid that are interconnected to create 360-degree vision-grid to track men and materials
indoors. The scope has expanded to include the entire life cycle of a drug: discovery, clinical trials, and manufacturing. These grids
provide real-time, localized decision-making harvesting complex data from structured and unstructured sources. Originally intended to
be used exclusively for operator tracking in manufacturing, the AI is broadened to automate surveillance and inspections in processing
lines. In addition, AI is being targeted to provide support for clinical trials and pre-clinical research.
The
deployment of this supercomputing grid enables data capture and insight extraction in real time in blocks which are chained into blockchain
ledger records serving as immutable transactions for stakeholders such as regulatory agencies, caretakers, insurers, payers, and manufacturers.
The vision grid can integrate and fuse data from any type of sensors or collection devices. For example, the platform is a network of
activity detection cameras and proximity beacons functionalized with AI algorithms to monitor, evaluate, and archive real time visual
data as a series of metadata entries in a Blockchain ledger.
The
use of AI and machine learning will streamline operations, enhance efficiency, and create immutable audit records for regulators while
reducing labor overhead and source of human errors. The deployment of this supercomputing grid enables data capture and insight extraction
in real time in blocks which are chained into blockchain ledger records serving as immutable transactions for stakeholders such as regulatory
agencies, caretakers, insurers, payers, and manufacturers. The PointR grid can integrate and fuse data from any type of sensors or collection
devices. For example, the platform is a network of activity detection cameras and proximity beacons functionalized with AI algorithms
to monitor, evaluate, and archive real time visual data as a series of metadata entries in a Blockchain ledger.
In
the pharmaceutical industry PointR’s AI combined with Blockchain will be used in the entire life cycle of a drug: discovery, clinical
trials and manufacturing. Leveraging its deep partnership with IBM, the PointR team will combine its own AI Vision technology with industry
standard Blockchain to transform drug manufacturing and real-world evidence monitoring for clinical trials. The combined system has the
potential to automatically record individual key steps in cGMP manufacturing operations including the flow of people, raw materials and
operations in trusted perpetual blockchain ledgers that are indisputable. This has the potential to create much more efficient GMP manufacturing
operations while simultaneously improving reliability and data security.
Data
integrity is a large and unsolved problem within drug development and manufacturing. Data from 5 1/2 years of FDA inspection records,
from 2014 to 2020, for four major markets: China, India, Europe, and the United States, revealed endemic data integrity issues including
data manipulation. These stipulate that all manufacturing data must be preserved — unaltered — and made available to regulators.
For example- out of more than 12,000 FDA inspections of drug plants in the United States, about 7% uncovered violations of the FDA’s
data integrity rules including data manipulation. In India, about 24% of the plants inspected committed some sort of data violation,
while in China, that figure is 31%. The consequences of data manipulation would be the invalidation of clinical data based on the adulterated
drug product, safety concerns and liabilities to the patients, and FDA sanction and legal action.
Country | |
Number
of inspections | | |
Number
(percentage) of violation forms (Form 483) issued | | |
Percentage
of Form 483s that cite data integrity violations | | |
Percentage
of Form 483s that cite data manipulation | |
China | |
| 916 | | |
| 617
(67.4 | %) | |
| 48 | % | |
| 31 | % |
India | |
| 1,693 | | |
| 976
(57.6 | %) | |
| 44 | % | |
| 24 | % |
Europe | |
| 2,969 | | |
| 1,445
(48.7 | %) | |
| 36 | % | |
| 18 | % |
USA | |
| 13,650
(estimated) | | |
| 6,794
(49.8 | %) | |
| 26 | % | |
| 7 | % |
The
local real time AI processing of the data through grid computing allows for flexibility in data processing and AI training. Federated
learning through grid supercomputing is inherently faster and more effective than mainframe supercomputing. In general, AI methods excel
at automatically recognizing complex patterns in imaging data and providing quantitative assessments of the underlying characteristics.
PointR AI deep learning algorithms have the capability of detecting meaningful relationships in image-recognition tasks in radiology
and pathology. The coupling of image algorithm with Vision allows us to integrate imaging data frequently encountered during patient
care into coherent metadata for blockchain ledgers. This can transform the design and implementation of clinical trials and accelerate
outcomes. Combined with Blockchain the technologies will create trusted irrefutable ledgers which track real world monitoring and evidence
gathering.
The
Company’s non-controlling interest subsidiary, EdgePoint, is working to bring a solution that addresses both issues using proven
technology. We intend to solve this problem with AI “machine vision” based on our proprietary technology, which is integrated
with IBM and re-sold by IBM and its partners. We address the data integrity problem in a stepwise fashion. We start with streamlining
the warehouse supply chain component. Later we add modules that spread across the plant in a comprehensive manner. We may spin-off Edgepoint
as a separate publicly traded entity.
We
expect our warehouse modules will streamline many labor issues in a manner very similar to Amazon-Go stores that run without cashiers.
Monitored by a camera grid, shoppers simply enter, grab items and leave. A shopper can grab a sandwich and soda and leave within few
minutes without checkout lines and delays. Amazon’s AI machine vision automation identifies the shoppers, the items they picked-up,
consummates the transaction and sends receipt. Sounds like science fiction but there are 11 such stores nationwide and disrupting the
retail industry.
Clinical
AI Deployment: Oncotelic is anticipating a series of investigator led studies for its flagship product, OT-101. Investigator led
studies are conducted by physicians in academic institutional settings. The university settings of clinical studies provide several benefits
including their neutrality (appreciated by regulators), high quality (enhanced research corpus) and reduced expense (in-house resources).
However, in data-collection, cleansing and analysis the investigator studies can be resource starved so resort to unconventional techniques
such as spreadsheets on laptops which can affect the study. To offset the deficiency Oncotelic will deploy AI to streamline its clinical
trials. By creating a data lake based on and in partnership with Amazon Web Services (“AWS”) data will flow directly
from patient’s hospital electronic medical records (EMR) into the clinical trial data-store called EDC. AI processes will extract
relevant information from the records and populate the clinical database without any human intervention ensuring accuracy of the study-data
transfer. Later the data can be analyzed by a number of machine learning tools that are attached to AWS frameworks for submission to
regulators. The entire data workflow and storage will be under AWS regulation compliance practices satisfactory to any regulator.
Leveraging
its partnerships with industry leaders, the AI team will combine its own AI technology with industry standard Blockchain to transform
drug manufacturing. The combined system has the potential to automatically record individual key steps in cGMP manufacturing operations
including the flow of people, raw materials, and operations in trusted perpetual blockchain ledgers that are indisputable. This has the
potential to create much more efficient GMP manufacturing operations while simultaneously improving reliability and data security.
The
company is designing a nanoparticle manufacturing plant to produce its own as well as 3rd party products. The plant will be
paperless incorporating integrated computer automation with a real-time dashboard that includes AI for predictive maintenance and control
of its fill-finish lines. Also, AI-based machine vision will inspect final vials for quality control before labeling, packing and distribution.
The cost-benefit for AI is clear when it replaces labor-intensive and error-prone manual process of vial-inspections to detect inconsistencies
for example accidental particulates in the mix, level-of the fill and damaged stoppers. The AI promises to replace labor-intensive and
error-prone manual processes.
The
deployment of this supercomputing grid enables data capture and insight extraction in real time in blocks which are chained into blockchain
ledger records serving as immutable transactions for stakeholders such as regulatory agencies, caretakers, insurers, payers, and manufacturers.
The vision grid can integrate and fuse data from any type of sensors or collection devices. For example, the platform is a network of
activity detection cameras and proximity beacons functionalized with AI algorithms to monitor, evaluate, and archive real time visual
data as a series of metadata entries in a Blockchain ledger.
The
use of AI and machine learning will streamline operations, enhance efficiency, and create immutable audit records for regulators while
reducing labor overhead and source of human errors.
Taking
Retail AI to Drug Manufacturing
Using
it’s Amazon-Go-like cashier-less AI proprietary technology, EdgePoint intends to address the human element in the drug manufacturing
industry. Its TrustPoint product is designed to track men and materials with a camera grid and commit each transaction to a series of
immutable blockchain records that are irrefutable permanent record of men and materials. The addition of blockchain technology, specifically
our partner IBM’s version called Hyper-Ledger, enables manufacturers to conduct audits in a reliable and streamlined manner in
a trustworthy system.
This
automation of manual verification eliminates wasted and indeterministic human cycles. The product is a novel and potentially disruptive
application of AI neural networks and blockchain to ensure compliance with drug sponsors and the FDA while ensuring a return on investment
(“ROI”) for manufacturers by slashing labor costs.
The
EdgePoint technology is already proven in the retail sector and generating revenues at a US east-coast, convenience store chain in partnership
with IBM and its business partner Meridian IT. Meridian is a $0.5 billion systems conglomerate that ranked top-25 of managed services
providers with 775 employees worldwide. The ceiling of the Amazon-Go retail store is a few hundred camera grid that track and shoppers
with precision and monitor products they collect from shelves. When the shopper leaves the store, the AI automatically recognizes the
shopper and items retrieved to issue a receipt. No human cashier is involved.
TrustPoint
is a re-deployment of this type of tested technology for GMP drug manufacturing relieving human errors in supply chain and increasing
compliance with warehouse operating procedures. For example, the warehouse module of TrustPoint will automatically create a shopping
list from standard templates and alert supply chain personnel to collect and deliver a list of raw materials to manufacturing.
TrustPoint
will track personnel authorized to collect materials of the shelves in compliance with picklist and generate alerts if the wrong materials
are picked. It will commit the data to an immutable block chain ledger for later retrieval in case of compliance issues. Blockchain records
are irrefutable and can be reproduced to trace with fidelity operating activities, e.g. authorized personnel, what they picked, who they
delivered to with date and timestamps of each action.
In
manufacturing plants, the implementation is even simpler Amazon-Go. The shoppers (supply chain personnel) are limited in number, not
random and the raw materials are stable, and their shopping-list is automated by the machines that track the “shopping”.
In this simplified version of Amazon-Go TrustPoint tracks supply chain personnel and monitors list of items collected from shelves. The
automation is designed to reduce the overall human error element and increase compliance with standard operating procedures of the manufacturer,
its customers and governmental oversight agencies.
Market
Human
labor costs represent the most expensive element in drug manufacturing. In the $70.0 billion CDMO (contract development manufacturing
operations) industry, personnel costs of $30 billion are ripe for computer automation. Until now, computer technologies like MRP and
ERP created more problems than resolved. The labor problem is compounded by the cost of personnel onboarding and turnover. It takes 6-9
months to train a quality control employee only to lose them to a competitor.
The
market is large. Approximately 10,000 drug manufacturing facilities worldwide are FDA and EMA (European FDA) registered, representing
a significant addressable market for EdgePoint. Many such facilities run on paper-based, handwritten forms ripe for modernization by
the TrustPoint product. The $70.0 billion CDMO industry is poised to grow to $123.0 billion by 2025 according to industry experts. EdgePoint
has first mover advantage and expects to lead the industry’s transition. It expects to garner significant share of the labor automation
market. Addressing the $30.0 billion labor market and more specifically the $12.0 billion supply-chain segment, EdgePoint expects to
improve efficiencies and create additional value for shareholders. EdgePoint intends to address the $12.0 billion market with AI Vision,
BlockChain and NLP.
Go-to-Market:
IBM
The
Company’s go-to-market plan is to execute a proof-of-concept project with a biologic substance manufacturer called iBIO Inc. based
in Texas. The expected outcome is a re-sellable product for materials release deployed by iBIO with production level data to attract
a rich pipeline of paying customers. The company has partnered with IBM in multiple areas including sales and distribution. The significant
value to IBM in this partnership is the enrichment EdgePoint provides to the IBM product suites vertically targeting cGMP manufacturing.
There are three areas of technology enrichment and technology collaboration.
|
1. |
AI
Vision: IBM has developed data center hardware and software for machine vision training. While EdgePoint complements IBM products
with its in-plant, on-premises low profile cluster computers called BRICKs and cameras. The integration between EdgePoint and IBM
machine vision products (IBM Power AI Vision software running on state-of-the-art IBM AC922 GPU cluster computer) and EdgePoint enables
continuous updates to the AI models. |
|
|
|
|
2. |
Blockchain:
IBM has created an open source product called Hyper-Ledger which has been endorsed by multiple vertical markets including Life Sciences
and Financial industries. Integrating AI machine vision and Hyper-ledger will enrich the IBM’s offerings in the cGMP manufacturing
market. |
|
|
|
|
3. |
Warehouse
Management Software: IBM’s Sterling software is an industry leader in warehouse management and supply-chain optimization. In
addition, IBM is in the process of integrating its Power AI Vision software (PAIV) with Sterling. Since EdgePoint AI vision is integrated
with PAIV it will enable EdgePoint to extend the Sterling platform for GMP in an easy and flexible manner. |
The
technology enrichment and integration by EdgePoint extends the already committed relationship with IBM. The main benefits of the IBM
relationship are three-fold: (1) Sales: IBM direct sales focus enables penetration into top 10 large pharma companies, while IBM value-added-sellers
(“VARs”), (2) focus on smaller CDMOs by region, and IBM and partners provide turnkey cloud managed services with high
reliability, availability and monitoring and (3) trust, as the industry relies on the core reputation of IBM’s backing to deploy
EdgePoint.
EdgePoint
is addressing an unsolved problem with a proprietary technology and first mover advantage to capture a significant share of the GMP manufacturing
market. The product is a novel and potentially disruptive application of AI neural networks and block-chain to ensure compliance with
drug sponsors and the FDA while ensuring ROI for manufacturers by slashing labor costs. The side benefit is that it brings this industry
into the fourth industrial revolution which includes AI, cloud computing, blockchain, and IoT sensor fusion.
In
addition to ARTIVeda™ / PulmoHeal™, the Company has also developed and launched a mobile application
called ArtiHealth and a post marketing survey that have been included with ArtiVeda, which along with ArtiHealth is called PulmoHeal™.
PulmoHeal™ is a full evaluation package of drug and assessment platforms for COVID-19, and other respiratory disease
patients. Windlas has launched PulmoHeal™ on Amazon.in and a couple other websites. The platform has been powered by
the Company’s AI supercomputing and AI platform in conjunction with IBM. Initially, the cough assessment will be powered by Salcit
AI module. Per Salcit, their AI module has overall accuracy in predicting the pattern of the disease at 91.97%, sensitivity at 87.2%,
and specificity at 93.69%.
Our
Strategy and Development Plan
We
have been operating with significant capital constraints since the reverse merger between the Company and Oncotelic Inc, and for this
time period we have been seeking to secure sufficient funding to continue our operations while we simultaneously seek to advance our
all our investigational drugs for the treatment of cancer, coronaviruses, AI technology and more recently for PD, ED and FSD. Subject
to our ability to secure additional capital, we would seek to further develop our product candidates. However, our inability to access
capital historically has and may significantly impairs our ability to develop these compounds. If we are able to advance any or all of
our drug candidates, we would seek to develop them till commercialization, however, there is no guarantee that we would be able to fully
develop our products, obtain regulatory approvals and successfully commercialize them.
We
continue to discuss collaboration opportunities with other biopharmaceutical companies, although to date have not secured any agreements
with companies that are willing to purchase the products from us or license the development and commercialization rights. We intend to
continue to seek a partner to acquire the marketing rights to our product candidates and to finance further clinical studies and will
seek to complete a transaction if we are able to reach mutual agreement on terms. We were in discussions with GMP to further the
development of OT-101, primarily for oncology indications and COVID-19, as well as CA4P and Oxi4503. The Company entered into a JV
with Dragon Overseas Capital Limited (“Dragon Overseas”) and GMP Biotechnology Limited (“GMP Bio”), affiliates
of GMP on March 31, 2022. GMP Bio and the Company will work together to further the development of OT-101, wherein the Company
would provide the technology and technical expertise and GMP Bio would fund the development expenses.
In
addition to entering into a transaction that would provide funding for the further development of our product candidates, other elements
of our development strategy would currently include:
|
● |
Initiating
clinical trials of OT-101 in various cancers: We have yet to initiate any trials but we are evaluating conducting such trials in
the US as well as other countries like China in conjunction with GMP Bio. We are looking to conduct such trials in combination
with other drugs like checkpoint inhibitors. |
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● |
Conducting
follow up clinical trials of OT-101 for COVID-19: The Company planned and initiated a Phase 2 trial for OT-101 in Latin America and
reported preliminary results in October 2021. Data lock and Study Data and Analysis Data Models were generated for the Phase 2 COVID-19
Study. The trial compared OT-101 plus SOC versus Placebo plus SOC in a total of 32 patients at a 2:1 randomization ratio. We are
considering expanding the study into China and other countries. For China, we could conduct such trials in conjunction with our development
partners GMP. |
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● |
We
have completed a 120-patient trial for Artemisinin. We continue to further develop Artemisinin as pharmaceutic against respiratory
viral infections. |
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● |
Initiating
a clinical trial of CA4P in combination with an immuno-oncology agent: Based on preclinical
data generated to date and support of two well-known immuno-oncology clinical investigators,
we have developed a protocol for a clinical trial that would be the first human clinical
trial combining CA4P and an approved immuno-oncology agent. This trial is designed to make
initial determinations of whether the combination results in improved patient outcomes, including
safety, overall survival, progression free survival, objective response rate, tumor size
and other parameters.
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|
● |
Continuing
to evaluate OXi4503 in a clinical trial: We have completed six ascending dose cohorts of
OXi4503 in combination with cytarabine in Study OX1222 in patients with relapsed/refractory
AML and/or MDS. In the highest dose cohort, the sixth cohort of the study, we observed potential
safety signals which triggered stopping rules for the study and resulted in a partial clinical
hold from the FDA until we and the FDA assess additional safety data, particularly at the
fifth dose cohort level. In the fifth dose cohort of OX1222, we have observed the best potential
signs of efficacy to date in the trial and believe treatment of additional patients would
provide additional evidence regarding the efficacy of OXi4503 in these indications
|
|
● |
Ramping
up the apomorphine development program and initiating noninferiority trial comparing AL-101 against subcutaneous apomorphine for
the treatment of PD. We are also considering to ramp up the apomorphine development programs for ED and FSD/HSDD. |
REGULATORY
MATTERS
Government
Regulation and Product Approval
Government
authorities in the United States and other countries extensively regulate, among other things, the research, development, testing, manufacture,
quality control, approval, labeling, packaging, storage, record-keeping, promotion, advertising, distribution, marketing and export and
import of products such as those we are developing. Our drug candidates must be approved by the FDA through the New Drug Application
(“NDA”), process before they may be legally marketed in the United States.
U.S.
Drug Development Process
In
the United States, the FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act (“FDCA”), and implementing
regulations. The process of obtaining regulatory approvals and the subsequent compliance with appropriate federal, state, local, and
foreign statutes and regulations require the expenditure of substantial time and financial resources. Failure to comply with the applicable
United States requirements at any time during the product development process, approval process or after approval, may subject an applicant
to administrative or judicial sanctions. These sanctions could include the FDA’s refusal to review or approve pending applications,
withdrawal of an approval, a clinical hold, warning letters, product recalls, product seizures, total or partial suspension of production
or distribution injunctions, fines, refusal of government contracts, restitution, disgorgement, or civil or criminal penalties. Any agency
or judicial enforcement action could have a material adverse effect on us. The process required by the FDA before a drug may be marketed
in the United States generally involves the following:
|
● |
completion
of preclinical laboratory tests, animal studies and formulation studies according to Good Laboratory Practices (“GLP”)
or other applicable regulations; |
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● |
submission
to the FDA of an Investigational New Drug Application, or IND, which must be first approved by the FDA before human clinical trials
may begin; |
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● |
performance
of adequate and well-controlled human clinical trials according to Good Clinical Practices (“GCP”) to establish
the safety and efficacy of the proposed drug for its intended use; |
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● |
submission
to the FDA of an NDA; |
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● |
satisfactory
completion of an FDA inspection of the manufacturing facility or facilities at which the drug is produced to assess compliance with
current good manufacturing practice, or cGMP, to assure that the facilities, methods and controls are adequate to preserve the drug’s
identity, strength, quality and purity; |
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● |
satisfactory
completion of FDA inspections of clinical sites and GLP toxicology studies; and |
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● |
FDA
review and approval of the NDA. |
The
testing and approval process require substantial time, effort and financial resources, and we cannot be certain that any approvals for
our product candidates will be granted on a timely basis, if at all.
Once
a pharmaceutical candidate is identified for development, it enters the preclinical testing stage. Preclinical tests include laboratory
evaluations of product chemistry, toxicity and formulation, as well as animal studies. An IND sponsor must submit the results of the
preclinical tests, together with manufacturing information and analytical data, to the FDA as part of the IND. The sponsor will also
include a protocol detailing, among other things, the objectives of the clinical trial, the parameters to be used in monitoring safety,
and the effectiveness criteria to be evaluated, if the first phase lends itself to an efficacy evaluation. Preclinical testing continues
even after the IND is submitted. The IND becomes effective 30 days after receipt by the FDA, unless the FDA, within the 30-day time period,
places the clinical trial on a clinical hold. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before
the clinical trial can begin. Clinical holds also may be imposed by the FDA at any time before or during clinical trials due to safety
concerns or non-compliance.
All
clinical trials must be conducted under the supervision of qualified investigators in accordance with GCP regulations. These regulations
include the requirement that all research subjects provide informed consent. Further, an institutional review board, or IRB, must review
and approve the plan for any clinical trial before it commences at any institution. An IRB considers, among other things, whether the
risks to individuals participating in the trials are minimized and are reasonable in relation to anticipated benefits. The IRB also approves
the information regarding the trial and the consent form that must be provided to each trial subject or his or her legal representative
and must monitor the clinical trial until completed.
Each
new clinical protocol must be submitted to the IND for FDA review, and to the IRBs for approval. Protocols detail, among other things,
the objectives of the clinical trial, dosing procedures, subject selection and exclusion criteria, and the parameters to be used to monitor
subject safety and efficacy in Phase 2 and 3 clinical trials.
Human
clinical trials are typically conducted in three sequential phases that may overlap or be combined:
|
● |
Phase
1: The drug is initially introduced into human subjects and tested for safety, dosage tolerance, absorption, metabolism, distribution
and excretion. |
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● |
Phase
2: Involves clinical trials in a limited patient population to identify possible adverse effects and safety risks, to evaluate preliminary
efficacy of the product for specific targeted diseases and to determine dosage tolerance and optimal dosage. |
|
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|
● |
Phase
3: Clinical trials are undertaken to further evaluate dosage, clinical efficacy and safety in an expanded patient population. These
studies are intended to establish the overall risk-benefit ratio of the product and provide, if appropriate, an adequate basis for
product labeling. |
Progress
reports detailing the results of the clinical trials must be submitted at least annually to the FDA. IND Safety Reports must be submitted
to the FDA, IRBs and the investigators for (a) any suspected adverse reaction that is both serious and unexpected; (b) any findings from
epidemiological studies, pooled analysis of multiple trials, or clinical trials (other than those already reported in (a)); (c) any findings
from animal or in vitro testing, whether or not conducted by the sponsor, that suggest a significant risk in humans exposed to
the drug, such as reports of mutagenicity, teratogenicity, or carcinogenicity or reports of significant organ toxicity at or near the
expected human exposure; and (d) any clinically important increase in the rate of a serious suspected adverse reaction over that listed
in the protocol or investigator brochure. Phase 1, phase 2, and phase 3 testing may not be completed successfully within any specified
period, if at all. The FDA or the sponsor may suspend a clinical trial at any time on various grounds, including a finding that the research
subjects or patients are being exposed to an unacceptable health risk. Similarly, an IRB can suspend or terminate approval of a clinical
trial at its institution if the clinical trial is not being conducted in accordance with the IRB’s requirements or if the drug
has been associated with unexpected serious harm to patients.
Concurrent
with clinical trials, companies usually complete additional animal studies and must also develop additional information about the chemistry
and physical characteristics of the drug and finalize a process for manufacturing the product in commercial quantities in accordance
with cGMP requirements. The manufacturing process must be capable of consistently producing quality batches of the product candidate
and, among other things, the manufacturer must develop methods for testing the identity, strength, quality and purity of the final drug.
Additionally, appropriate packaging must be selected and tested and stability studies must be conducted to demonstrate that the product
candidate does not undergo unacceptable deterioration over its shelf life.
U.S.
Review and Approval Processes
The
results of product development, preclinical studies and clinical trials, along with descriptions of the manufacturing process, analytical
tests conducted on the chemistry of the drug, proposed labeling, and other relevant information are submitted to the FDA as part of an
NDA requesting approval to market the product. The submission of an NDA is subject to the payment of user fees; a waiver of such fees
may be obtained under certain limited circumstances, which may include orphan drug status and the first NDA application for a company.
In
addition, under the Pediatric Research Equity Act, or PREA, an NDA or supplement to an NDA must contain data to assess the safety and
effectiveness of the drug for the claimed indications in all relevant pediatric subpopulations and to support dosing and administration
for each pediatric subpopulation for which the drug is safe and effective. The FDA may grant deferrals for submission of data or full
or partial waivers. Unless otherwise required by regulation, PREA does not apply to any drug for an indication for which orphan designation
has been granted.
The
FDA reviews all NDAs submitted to ensure that they are sufficiently complete for substantive review before it accepts them for filing.
The FDA may request additional information rather than accept an NDA for filing. In this event, the NDA must be resubmitted with the
additional information. The resubmitted application also is subject to review before the FDA accepts it for filing. Once the submission
is accepted for filing, the FDA begins an in-depth substantive review. The FDA also may refer the NDA to an advisory committee for review,
evaluation and recommendation as to whether the application should be approved and under what conditions. The FDA is not bound by the
recommendation of an advisory committee, but it generally follows such recommendations. The approval process is lengthy and difficult
and the FDA may refuse to approve an NDA at its discretion or the FDA may require additional clinical or other data and information.
Even if such additional data and information are submitted, the FDA may ultimately decide that the NDA does not satisfy its criteria
for approval. Data obtained from clinical trials are not always conclusive, and the FDA may interpret data differently than we or others
may interpret the same data. The FDA may issue a complete response letter, which may require additional clinical or other data or impose
other conditions that must be met in order to obtain approval of the NDA. The FDA reviews an NDA to determine, among other things, whether
a product is safe and effective for its intended use and whether its manufacturing is cGMP-compliant to assure and preserve the product’s
identity, strength, quality and purity. Before approving an NDA, the FDA will generally inspect the facility or facilities where the
product is manufactured. The FDA will also generally inspect selected clinical sites that participated in the clinical studies and may
inspect the testing facilities that performed the GLP toxicology studies cited in the NDA.
NDAs
receive either standard or priority review. A drug representing a significant improvement in treatment, prevention or diagnosis of disease
may receive priority review. In addition, products studied for their safety and effectiveness in treating serious or life-threatening
illnesses and that provide meaningful therapeutic benefit over existing treatments may receive accelerated approval and may be approved
on the basis of adequate and well-controlled clinical trials establishing that the drug product has an effect on a surrogate endpoint
that is reasonably likely to predict clinical benefit or on the basis of an effect on a clinical endpoint other than survival or irreversible
morbidity. As a condition of approval, the FDA may require that a sponsor of a drug receiving accelerated approval perform adequate and
well-controlled post-marketing clinical trials. Priority review and accelerated approval do not change the standards for approval but
may expedite the approval process.
If
a product receives regulatory approval, the approval may be limited to specific diseases or patient subpopulations and dosages or the
indications for use may otherwise be limited, which could restrict the commercial value of the product. In addition, approval by the
FDA may include a requirement for phase 4 testing, which involves clinical trials designed to further assess a drug’s safety and
effectiveness, and the FDA may require testing and surveillance programs to monitor the safety of approved products which have been commercialized.
Orphan
Drug Designation
Under
the Orphan Drug Act, the FDA may grant orphan drug designation to a drug intended to treat a rare disease or condition, which is generally
a disease or condition that affects fewer than 200,000 individuals in the United States. After the FDA grants orphan drug designation,
the identity of the therapeutic agent and its potential orphan use are disclosed publicly by the FDA. Orphan drug designation does not
convey any advantage in or shorten the duration of the regulatory review and approval process.
If
a product that has orphan drug designation subsequently receives the first FDA approval for the disease for which it has such designation,
the product is entitled to orphan product exclusivity, which means that the FDA may not approve any other applications to market the
same drug for the same indication for seven years, except in very limited circumstances.
In
the European Union and Japan, orphan drug exclusivity regulations provide for 10 years of market exclusivity.
CA4P
has been awarded orphan drug status by the FDA for the treatment of anaplastic, medullary, Stage IV papillary and Stage IV follicular
thyroid cancers, ovarian cancer, neuroendocrine tumors and glioma. OXi4503 has been awarded orphan drug status by the FDA for the treatment
of acute myelogenous leukemia. CA4P has been awarded orphan drug status by the FDA for the treatment of pancreatic cancer, melanoma,
and glioblastoma.
CA4P
has also been awarded orphan drug status by the European Commission in the European Union for the treatment of anaplastic thyroid cancer,
ovarian cancer and neuroendocrine tumors. OXi4503 has been awarded orphan drug status by the European Commission in the European Union
for the treatment of acute myelogenous leukemia. OT-101 has been awarded orphan drug status by European Commission in the European Union
for the treatment of pancreatic cancer, melanoma, and glioblastoma.
Rare
Pediatric Disease Designation
The
FDA grants rare pediatric disease designation for diseases with serious or life-threatening manifestations that primarily affect people
aged from birth to 18 years, and that affect fewer than 200,000 people in the U.S. Under the FDA’s Rare Pediatric Disease Priority
Review Voucher program, a sponsor who receives an approval of a new drug application or biologics license application for a product for
the prevention or treatment of a rare pediatric disease may be eligible for a voucher, which can be redeemed to obtain priority review
for any subsequent marketing application and may be sold or transferred. Such vouchers can be valued at several millions of dollars,
sometimes in excess of $100 million.
The
FDA granted Rare Pediatric Disease Designation for OT-101/Trabedersen for the treatment of DIPG as a drug for a rare pediatric disease.
The
FDA granted Rare Pediatric Disease Designation for CA4P/ Fosbretabulin tromethamine for the treatment of stage IIB–IV melanoma
due to genetic mutations that disproportionately affect pediatric patients as a drug.
The
FDA granted Rare Pediatric Disease Designation for Oxi4503 for the treatment of AML as a drug for a rare pediatric disease.
Expedited
Review and Approval
The
FDA has various programs, including Fast Track, priority review, accelerated approval and breakthrough therapy, which are intended to
expedite or simplify the process for reviewing drugs, and/or provide for approval on the basis of surrogate endpoints. Even if a drug
qualifies for one or more of these programs, the FDA may subsequently decide the drug no longer meets the conditions for qualification
or the FDA may not shorten the review or approval time period. Generally, drugs that may be eligible for these programs are those for
serious or life-threatening conditions, those with the potential to address unmet medical needs, and those that offer meaningful benefits
over existing treatments. Fast Track designation applies to the combination of the product and the specific indication for which it is
being studied. Although Fast Track and priority review do not affect the standards for approval, the FDA will attempt to facilitate early
and frequent meetings with a sponsor of a Fast-Track designated drug and expedite review of the application for a drug designated for
priority review. Drugs that receive an accelerated approval may be approved on the basis of adequate and well-controlled clinical trials
establishing that the drug product has an effect on a surrogate endpoint that is reasonably likely to predict clinical benefit or on
the basis of an effect on a clinical endpoint other than survival or irreversible morbidity. As a condition of approval, the FDA may
require that a sponsor of a drug receiving accelerated approval perform post-marketing clinical trials.
OXi4503
has been awarded Fast Track designation for the treatment of AML.
Foreign
Regulation
In
addition to regulations in the United States, we are subject to a variety of foreign regulations governing clinical trials and if any
of our product candidates are approved, we will be subject to additional regulations regarding commercial sales and distribution. Whether
or not we obtain FDA approval to test a product candidate in the United States, we must obtain approval by the comparable regulatory
authorities of foreign countries before we can commence testing any product candidate in those countries. Likewise, whether or not we
obtain FDA approval to market a product, we must obtain approval by the comparable regulatory authorities of foreign countries before
we can commence marketing of any product candidate in those countries. The approval process varies from country to country and the time
may be longer or shorter than that required for FDA approval. The requirements governing the conduct of clinical trials, product licensing,
pricing and reimbursement vary greatly from country to country.
Under
European Union regulatory systems, a company may submit marketing authorization applications, or MAAs, either under a centralized or
decentralized procedure. The centralized procedure, which is compulsory for medicines produced by biotechnology or those medicines intended
to treat AIDS, cancer, neurodegenerative disorders or diabetes and optional for those medicines which are highly innovative, provides
for the grant of a single marketing authorization that is valid for all European Union member states. The decentralized procedure provides
for mutual recognition of national approval decisions. Under this procedure, the holder of a national marketing authorization may submit
an application to the remaining member states. Within 90 days of receiving the applications and assessments report, each member state
must decide whether to recognize approval. If a member state does not recognize the marketing authorization, the disputed points are
eventually referred to the European Commission, whose decision is binding on all member states.
As
in the United States, the European Medicines Agency, or EMA, may grant orphan drug status for specific indications if the request is
made before an MAA is submitted. The EMA considers an orphan medicinal product to be one that affects less than five of every 10,000
people in the European Union. A company whose application for orphan drug designation in the European Union is approved is eligible to
receive, among other benefits, regulatory assistance in preparing the marketing application, protocol assistance and reduced application
fees. Orphan drugs in the European Union receive up to ten years of market exclusivity for the approved indication.
Reimbursement
Sales
of any of our product candidates, if approved, will depend, in part, on the extent to which the costs of the products will be covered
by third-party payors, including government health programs such as Medicare and Medicaid, commercial health insurers and managed care
organizations. These third-party payors are increasingly challenging the prices charged for health care products and services. The U.S.
government, state legislatures and foreign governments have shown significant interest in implementing cost-containment programs, including
price controls, restrictions on reimbursement and requirements for substitution of generic products. Adoption or application of price
controls and cost-containment measures could limit our revenue. If third-party payors do not consider our products to be cost-effective,
they may not pay for our products even if we receive approval, or their level of payment may not be sufficient to allow us to sell our
products on a profitable basis.
The
Medicare Prescription Drug, Improvement, and Modernization Act of 2003, or the MMA, imposes requirements for the distribution and pricing
of prescription drugs for Medicare beneficiaries. Under Part D (the Medicare prescription drug benefit), Medicare beneficiaries may enroll
in prescription drug plans offered by private entities that provide coverage of outpatient prescription drugs not covered under Medicare
Part B. Part D prescription drug plan sponsors are not required to pay for all covered Part D drugs. Each drug plan can develop its own
drug formulary that identifies which drugs it will cover and at what tier or level. Federal regulations require Part D prescription drug
formularies to include drugs within each therapeutic category and class of covered Part D drugs, although not necessarily all the drugs
in each category or class.
In
general, government payment for some of the costs of prescription drugs may increase demand for products for which we receive marketing
approval. However, any negotiated prices for our products covered by a Part D prescription drug plan will likely be lower than the prices
we might otherwise obtain. Moreover, while the MMA applies only to drug benefits for Medicare beneficiaries, private payors often follow
Medicare coverage policy and payment limitations in setting their own payment rates. Any reduction in payment that results from the MMA
or other Medicare regulations may result in a similar reduction in payments from non-governmental payors.
The
Patient Protection and Affordable Care Act and the Health Care and Education Affordability Reconciliation Act of 2010 (collectively,
the “Affordable Care Act” or “ACA”) mandated prescription drug coverage as one of ten essential
health benefits that most health plans must offer, requiring coverage of at least one drug in every category and class. The ACA increased
in the number of individuals covered by insurance and as a result commercial insurers and government programs have increased their emphasis
on cost controls to reduce overall spending. A number of federal government leaders have expressed their intentions to repeal and replace
the ACA. If full or partial repeal is enacted, many if not all of the provisions of the ACA may no longer apply to prescription drugs.
As a result, we expect that there will continue to be uncertainty regarding drug product pricing, reimbursement and other factors impacting
the revenue we may receive if our product candidates are ultimately approved, which could have a material adverse effect on our business,
financial condition and results of operations.
In
addition, in some foreign countries, the proposed pricing for a drug must be approved before it may be lawfully marketed. The requirements
governing drug pricing vary widely from country to country. For example, the European Union provides options for its member states to
restrict the range of medicinal products for which their national health insurance systems provide reimbursement and to control the prices
of medicinal products for human use. A member state may approve a specific price for the medicinal product or it may instead adopt a
system of direct or indirect controls on the profitability of the company placing the medicinal product on the market. There can be no
assurance that any country that has price controls or reimbursement limitations for pharmaceutical products will allow favorable reimbursement
and pricing arrangements for any of our products. Historically, products launched in the European Union do not follow price structures
of the United States and tend to be significantly lower.
PATENTS
AND PROPRIETARY RIGHTS
We
actively seek to protect the proprietary technology that we consider important to our business, including chemical species, compositions
and forms, their methods of use and processes for their manufacture, as well as modified forms of naturally-expressed receptors, in the
United States and other jurisdictions internationally that we consider key pharmaceutical markets. We also rely upon trade secrets and
contracts to protect our proprietary information.
As
of May 12, 2020, we were the exclusive licensee, sole assignee or co-assignee of fifteen granted U.S. patents, one pending U.S. patent
application, and granted patents and/or pending applications in several other major markets, including the European Union, Canada and
Japan. Our policy is to file U.S. and foreign patent applications to protect technology, inventions and improvements to inventions that
are commercially important to the development of our business. There can be no assurance that any of these patent applications will result
in the grant of a patent either in the United States or elsewhere, or that any patents granted will be valid and enforceable, or will
provide a competitive advantage or will afford protection against competitors with similar technologies. We also intend to rely upon
trade secret rights to protect other technologies that may be used to discover and validate targets and that may be used to identify
and develop novel drugs. We seek protection, in part, through confidentiality and proprietary information agreements.
We
consider the following U.S. patents and applications owned by or exclusively licensed to us to be particularly important to the protection
of our most advanced product candidates.
Product
Candidate |
|
Patent
Scope |
|
Patent
Expiration |
CA4P |
|
Use
of VDAs to Enhance Immunomodulating Therapies Against Tumors |
|
August
2036 |
|
|
|
|
|
OXi4503 |
|
Method
for Treating Myeloid Neoplasm by Administering OXi4503 |
|
November
2028 |
|
|
|
|
|
OT-101 |
|
Combination
of A Chemotherapeutic Agent and An Inhibitor of the TGF-β System |
|
July
2030 to |
|
|
Combination
Therapy for Treatment of Pancreatic Cancer |
|
February
2036 |
|
|
Compositions
and Methods for Treating Cancer |
|
February
2036 |
In
addition to these patents, for some of our product candidates, we have patents and/or applications that cover a particular form or composition,
use for a particular indication, use as part of combination therapy or method of preparation or use, as well as other pending patent
applications. These issued patents, including any patents that issue from pending applications, could provide additional or a longer
period of protection. We also have patent applications pending that seek equivalent or substantially comparable protection for our product
candidates in jurisdictions internationally that we consider key pharmaceutical markets.
The
patent expiration dates referenced above do not reflect any potential patent term extension that we may receive under the federal Drug
Price Competition and Patent Term Restoration Act of 1984, known as the Hatch-Waxman Act. The Hatch-Waxman Act generally permits a patent
extension term of up to five years as compensation for patent term lost during the FDA regulatory review process. Patent extension cannot
extend the remaining term of a patent beyond a total of 14 years. The patent term restoration period is generally one-half of the time
between the effective date of an investigational new drug application, or IND, and the submission date of a new drug application, or
NDA, plus the time between the submission date and approval date of an NDA. Only one patent applicable to an approved drug is eligible
for the extension, and the extension must be applied for prior to expiration of the patent. The United States Patent and Trademark Office,
in consultation with the FDA, reviews and approves applications for patent term extension.
As
previously noted, the FDA and European Union have granted CA4P and OXi4503 orphan drug status for certain indications. We are also pursuing,
and may continue to in the future to pursue, orphan drug status for other product candidates and indications. Our ability to obtain and
maintain the exclusivity for our products and product candidates by virtue of their orphan drug status is an important part of our intellectual
property strategy. Also as previously noted, we emphasizing on Rare Pediatric Designation to leverage on the regulatory exclusivity and
voucher program associated with these designations.
COMPETITION
The
industry in which we are engaged is characterized by rapidly evolving technology and intense competition. Our competitors include, among
others, major pharmaceutical, biopharmaceutical and biotechnology companies, nearly all of which have financial, technical and marketing
resources significantly greater than ours. In addition, many of the small companies in our industry have also formed collaborative relationships
with large, established companies to support research, development and commercialization of products that may be competitive with ours.
Academic institutions, governmental agencies and other public and private research organizations are also conducting research activities
and patenting new technologies in our line of business and any of these entities may commercialize products that may be competitive with
ours.
We
expect that, if any of our products gain regulatory approval for sale, they will compete primarily on the basis of product efficacy,
safety, patient convenience, reliability, price and patent protection. Our competitive position will also depend on our ability to attract
and retain qualified scientific and other personnel, develop effective proprietary products and implement joint ventures or other alliances
with large pharmaceutical companies in order to jointly market and manufacture our products.
EMPLOYEES
We
had sixteen full-time employees as of December 31, 2021. We rely on external consultants or outsource nearly all our research, development,
preclinical testing and clinical trial activity, although we maintain managerial and quality control over our clinical trials. We also
rely on external consultants for various administrative tasks that are required for a public company. We expect to continue to rely on
external service providers and to maintain a small number of executives and other employees. Our relations with our employees are good
and we do not have any unions for the Company.
COSTS
OF COMPLIANCE WITH ENVIRONMENTAL REGULATIONS
We
have not incurred any costs associated with compliance with environmental regulations, nor do we anticipate any future costs associated
with environmental compliance; however, no assurances can be given that we will not incur such costs in the future.
Investing
in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information
in this Annual Report, including our financial statements and the related notes thereto and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our common stock. The occurrence
of any of the events or developments described below could harm our business, financial condition, operating results, and growth prospects.
In such an event, the market price of our common stock could decline, and you may lose part or all of your investment. Additional risks
and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.
RISKS
RELATED TO OUR BUSINESS AND INDUSTRY
If
we are unable to obtain additional funding, we may be forced to cease operations.
We
have experienced net losses every year since inception. In April 2019, the Company entered into an Agreement and Plan of Merger with
Oncotelic Inc. for developing investigational drugs for the treatment of orphan oncology indications. The Company completed the Merger
and Oncotelic Inc. became a wholly-owned subsidiary of the Company. The Merger was treated as a recapitalization and reverse acquisition
for financial accounting purposes. Oncotelic was considered the acquirer for accounting purposes, and the Company’s historical
financial statements before the Merger were been replaced with the historical financial statements of Oncotelic Inc. prior to the Merger
in the financial statements and filings with the Securities and Exchange Commission.
Even
though Oncotelic Inc. is considered as the acquirer for accounting purposes, the Company, as of December 31, 2021, had an accumulated
deficit of approximately $31.0 million, including a net loss of approximately $10.5 million in 2021. We have no source of product revenue
and do not expect to receive any product revenue in the near future, except if we generate product revenues from Artemisinin in countries
around the globe other than India and which at the current time is not anticipated. We may generate revenues from services rendered in
the future, but we cannot expect that to be a regular and of recurring nature. If we remain in business, we expect to incur additional
operating losses over the next several years, principally as a result of our plans to continue clinical trials for our investigational
drugs. As of December 31, 2021, we had approximately $0.6 million in cash and current liabilities of approximately $15.5 million, of
which $1.3 million pertains to Oncotelic’s liabilities prior to the Merger and $2.6 million of contingent liabilities, incurred
upon our merger with PointR Data, Inc. in November 2019, that would be issuable in shares of common stock of the Company to the PointR
shareholders upon satisfaction of certain conditions. Based on our planned operations, we expect our cash to only support our operations
for a short period of time. Therefore, we will need to secure near-term funding, or we would
be forced to curtail or terminate operations. Because we do not currently have a guaranteed source of capital that will sustain operations
for at least the next twelve months, Management has determined that there is substantial doubt about our ability to continue as a going
concern.
The
principal source of our working capital to date has been the proceeds from the sale of equity and debt, a substantial portion of which
has been provided by officers and certain insiders. If we are unable to access additional funds in the near term, whether through the
sale of additional equity, debt or another means, we may not be able to continue in business. We also may not be able to continue the
development of our investigational drugs. Any additional equity or debt financing, if available to us, may not be available on favorable
terms and would most likely be dilutive to stockholders. Any debt financing, if available, may involve restrictive covenants and also
be dilutive to current stockholders. If we obtain funds through collaborative or licensing arrangements, we may be required to relinquish
rights to some of our technologies or product candidates on terms that are not favorable to us. Our ability to access capital when needed
is not assured.
In
their audit report with regard to our financial statements as of December 31, 2021, we as well as our independent registered public accountants
have expressed an opinion that substantial doubt exists as to whether we can continue as a going concern. Because we have limited cash
resources, we believe that it will be necessary for us to either raise additional capital in the near term or to enter into a license
or other agreement with a larger pharmaceutical company. If we do not succeed in doing so, we may be required to suspend or cease our
business, which would likely materially harm the value of our common stock.
Due
in part to our limited financial resources, we may fail to select or capitalize on the most scientifically, clinically or commercially
promising or profitable indications or therapeutic areas for our product candidates, and we may be unable to pursue and complete the
clinical trials that we would like to pursue and complete.
We
have limited financial and technical resources to determine the indications on which we should focus the development efforts for our
product candidates. Due to our limited available financial resources, we have curtailed clinical development programs and activities
that might otherwise have led to more rapid progress of our product candidates through the regulatory and development processes. We currently
have insufficient financial resources to complete any additional drug development work.
If
we are able to raise funds and continue developing investigational drugs for cancer, we may make incorrect determinations with regard
to the indications and clinical trials on which to focus the available resources that we do have. Furthermore, we cannot assure you that
we will be able to retain adequate staffing levels to run our operations and/or to accomplish all of the objectives that we otherwise
would seek to accomplish. The decisions to allocate our research, management and financial resources toward particular indications or
therapeutic areas for our product candidates may not lead to the development of viable commercial products and may divert resources from
better opportunities. Similarly, our decisions to delay or terminate drug development programs may also cause us to miss valuable opportunities.
In addition, from time to time, we may in-license or otherwise acquire product candidates to supplement our internal development activities.
Those activities may use resources that otherwise would have been devoted to our internal programs, and with research and development
programs there is no way to assure that the outcome of any trials or other activities will be positive, whether the program was internally
generated or in-licensed.
We
may encounter difficulties in expanding our operations successfully if and when we evolve from a company that is primarily involved in
clinical development to a company that is also involved in commercialization.
As
we advance our product candidates through later stages of clinical trials, we will need to expand our development, regulatory, manufacturing,
marketing and sales capabilities or contract with third parties to provide these capabilities for us. As our operations expand, we expect
that we will need to manage additional relationships with such third parties, as well as additional collaborators, distributors, marketers
and suppliers.
Maintaining
third party relationships for these purposes will impose significant added responsibilities on members of our management and other personnel.
We must be able to manage our development efforts effectively, manage our participation in the clinical trials in which our product candidates
are involved effectively, and improve our managerial, development, operational and finance systems, all of which may impose a strain
on our administrative and operational infrastructure.
If,
following any approval of our product candidates, we enter into arrangements with third parties to perform sales, marketing or distribution
services, any product revenues that we receive, or the profitability of these product revenues to us, are likely to be lower than if
we were to market and sell any products that we develop ourselves. In addition, we may not be successful in entering into arrangements
with third parties to sell and market our products or in doing so on terms that are favorable to us. We likely will have little control
over such third parties, and any of them may fail to devote the necessary resources and attention to sell and market our products effectively.
If we do not establish sales and marketing capabilities successfully, either on our own or in collaboration with third parties, we will
not be successful in commercializing our products.
If
we were to submit an NDA for our drug candidates in the United States or a marketing application in the EU, we would need to undertake
commercial scale manufacturing activities at significant expense to us in order to proceed with the application for approval for commercialization.
We or our external vendors may encounter technical difficulties that preclude us from successfully manufacturing the required registration
and validation batches of active pharmaceutical ingredient, or API, and/or drug product and we may be unable to recover any financial
losses associated with the manufacturing activities. Further, our research or product development efforts may not be successfully completed,
any compounds currently under development by us may not be successfully developed into drugs, any potential products may not receive
regulatory approval on a timely basis, if at all, and competitors may develop and bring to market products or technologies that render
our potential products obsolete. If any of these problems occur, our business would be materially and adversely affected.
We
may not be able to partner with other pharmaceutical companies or even form any types of alliances with third parties.
As
we plan to advance our product candidates through later stages of clinical trials but with lack of adequate capital resources, we will
need to form alliances or enter into partnerships with other pharmaceutical companies or even other third parties. We cannot assure you
that we would be able to do so at terms beneficial to the Company or at all.
We
may not be able to successfully set up an IPO with third parties.
As
we plan to advance our product candidates through later stages of clinical trials but with lack of adequate capital resources, we will
need to form alliances or enter into partnerships with other pharmaceutical companies or even other third parties and create shareholder
value, including through IPOs. We cannot assure you that we would be able to do so at terms beneficial to the Company or at all. While
the Company has formed a joint venture with Dragon Overseas and GMP Bio, and taking that through an IPO, there can
be no assurances that such IPO will be made or will be successful.
We
have no manufacturing capacity and have relied on, and expect to continue to rely on, third-party manufacturers to produce our product
candidates.
We
do not own or operate manufacturing facilities for the production of clinical or commercial quantities of our product candidates or any
of the compounds that we are testing in our preclinical programs, and we lack the resources and the capabilities to do so. As a result,
we currently rely, and we expect to rely for the foreseeable future, on third-party manufacturers to supply our product candidates. Reliance
on third-party manufacturers entails risks to which we would not be subject if we manufactured our product candidates or products ourselves,
including:
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reliance
on third-parties for manufacturing process development, regulatory compliance and quality assurance; |
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limitations
on supply availability resulting from capacity and scheduling constraints of third-parties; |
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the
possible breach of manufacturing agreements by third-parties because of factors beyond our control; and |
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the
possible termination or non-renewal of the manufacturing agreements by the third-party, at a time that is costly or inconvenient
to us. |
If
we do not maintain our developed important manufacturing relationships, we may fail to find replacement manufacturers or develop our
own manufacturing capabilities, which could delay or impair our ability to obtain regulatory approval for our products and substantially
increase our costs or deplete profit margins, if any. If we do find replacement manufacturers, we may not be able to enter into agreements
with them on terms and conditions favorable to us, and there could be a substantial delay before new facilities could be qualified and
registered with the FDA, EMA and other foreign regulatory authorities.
The
FDA, EMA and other foreign regulatory authorities require manufacturers to register manufacturing facilities. The FDA and corresponding
foreign regulators also inspect these facilities to confirm compliance with current good manufacturing practices, or cGMPs. Contract
manufacturers may face manufacturing or quality control problems causing drug substance production and shipment delays or a situation
where the contractor may not be able to maintain compliance with the applicable cGMP requirements. Any failure to comply with cGMP requirements
or other FDA, EMA and comparable foreign regulatory requirements could adversely affect our clinical research activities and our ability
to develop our product candidates and market our products after approval.
Our
current and anticipated future dependence upon others for the manufacture of our product candidates may adversely affect our ability
to develop our product candidates, our ability to commercialize any products that receive regulatory approval and our potential future
profit margins on these products.
Our
product candidates have not completed clinical trials, and may never demonstrate sufficient safety and efficacy in order to do so.
Our
product candidates are in the clinical stage of development. In order to achieve profitable operations, we alone or in collaboration
with others, must successfully develop, manufacture, introduce and market our products. The time frame necessary to achieve market success
for any individual product is long and uncertain. The products currently under development by us may require significant additional research
and development and additional preclinical and clinical testing prior to application for commercial use. A number of companies in the
biotechnology and pharmaceutical industries have suffered significant setbacks in clinical trials, even after showing promising results
in early or later-stage studies or clinical trials. Although we have obtained some favorable results to date in preclinical studies and
clinical trials of certain of our potential products, such results may not be indicative of results that will ultimately be obtained
in or throughout such clinical trials, and clinical trials may not show any of our products to be safe or capable of producing a desired
result. Additionally, we may encounter problems in our clinical trials that may cause us to delay, suspend or terminate those clinical
trials.
Adverse
events observed to date and associated with CA4P and OXi4503 have generally been found to be manageable for drugs treating the indications
for which we are developing our product candidates. However, we will be required to continue to test and evaluate the safety of our product
candidates in additional clinical trials, and to demonstrate their safety to the satisfaction of appropriate regulatory agencies, as
a condition to receipt of any regulatory approvals. In clinical trials to date, transient hypertension believed to be associated with
CA4P and OXi4503 has been effectively managed through pre-treatment with anti-hypertensive medication. We cannot assure you, however,
that we will be able to make the necessary demonstrations of safety to allow us to receive regulatory approval for our product candidates
in any indication.
We
only have a limited number of employees to manage and operate our business.
As
of December 31, 2021, we had sixteen full-time employees. We rely on consultants and professionals to augment our staffing needs. Our
limited financial resources require us to manage and operate our business in a highly efficient manner. We cannot assure you that we
will be able to retain adequate staffing levels to run our operations and/or to accomplish all of the objectives that we otherwise would
seek to accomplish.
We
depend on our executive officers and principal consultants and the loss of their services could materially harm our business.
We
believe that our success depends, and will likely continue to depend, upon our ability to retain the services of our current executive
officers, particularly our Chief Executive Officer, Chief Technology Officer, Chief Business Officer and Chief Financial Officer, our
principal consultants and others. This increases the risk that we may not be able to retain their services. The loss of the services
of any of these individuals could have a material adverse effect on our business. In addition to these key service providers, we have
established relationships with universities, hospitals and research institutions, which have historically provided, and continue to provide,
us with access to research laboratories, clinical trials, facilities and patients. Additionally, we believe that we may, at any time
and from time to time, materially depend on the services of consultants and other unaffiliated third parties. We cannot assure you that
consultants and other unaffiliated third parties will provide the level of service to us that we require in order to achieve our business
objectives.
Our
industry is highly competitive, and our product candidates may become obsolete.
We
are engaged in a rapidly evolving field. Competition from other pharmaceutical companies, biotechnology companies and research and academic
institutions is intense and likely to increase. Many of those companies and institutions have substantially greater financial, technical
and human resources than we do. Many of those companies and institutions also have substantially greater experience in developing products,
conducting clinical trials, obtaining regulatory approval and in manufacturing and marketing pharmaceutical products. Our competitors
may succeed in obtaining regulatory approval for their products more rapidly than we do. Competitors have developed or are in the process
of developing technologies that are, or in the future may be, the basis for competitive products. Some of these competitive products
may have an entirely different approach or means of accomplishing the desired therapeutic effect than products being developed by us.
Our competitors may succeed in developing products that are more effective and/or cost competitive than those we are developing, or that
would render our product candidates less competitive or even obsolete. In addition, one or more of our competitors may achieve product
commercialization or patent protection earlier than we do, which could materially adversely affect us.
If
clinical trials or regulatory approval processes for our product candidates are prolonged, delayed or suspended, we may be unable to
out-license or commercialize our product candidates on a timely basis, which would require us to incur additional costs and delay or
prevent our receipt of any proceeds from potential license agreements or product sales.
We
cannot predict whether we will encounter problems with any of our completed, ongoing or planned clinical trials that will cause us or
any regulatory authority to delay or suspend those clinical trials or delay or invalidate the analysis of data derived from them. A number
of events, including any of the following, could delay the completion of our other ongoing and planned clinical trials and negatively
impact our ability to obtain regulatory approval for, and to market and sell, a particular product candidate:
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conditions
imposed on us by the FDA, EMA or another foreign regulatory authority regarding the scope or design of our clinical trials; |
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delays
in obtaining, or our inability to obtain, required approvals from institutional review boards or other reviewing entities at clinical
sites selected for participation in our clinical trials; |
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insufficient
supply of our product candidates or other materials necessary to conduct and complete our clinical trials; |
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slow
enrollment and retention rate of subjects in clinical trials; |
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any
compliance audits and pre-approval inspections by the FDA, EMA or other regulatory authorities; |
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negative
or inconclusive results from clinical trials, or results that are inconsistent with earlier results; |
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serious
and unexpected drug-related side effects; and |
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failure
of our third-party contractors to comply with regulatory requirements or otherwise meet their contractual obligations to us. |
Commercialization
or licensure of our product candidates may be delayed or prevented by the imposition of additional conditions on our clinical trials
by the FDA, EMA or another foreign regulatory authority or the requirement of additional supportive clinical trials by the FDA, EMA or
another foreign regulatory authority. In addition, clinical trials require sufficient patient enrollment, which is a function of many
factors, including the size of the patient population, the nature of the trial protocol, the proximity of patients to clinical sites,
the availability of effective treatments for the relevant disease, the conduct of other clinical trials that compete for the same patients
as our clinical trials, and the eligibility criteria for our clinical trials. Our failure to enroll patients in our clinical trials could
delay the completion of the clinical trial beyond our expectations, or it could prevent us from being able to complete the clinical trial.
In addition, the FDA and EMA could require us to conduct clinical trials with a larger number of subjects than we have projected for
any of our product candidates. We may not be able to enroll a sufficient number of patients in a timely or cost-effective manner. Furthermore,
enrolled patients may drop out of our clinical trials, which could impair the validity or statistical significance of the clinical trials.
We
do not know whether our clinical trials will begin as planned, will need to be restructured, or will be completed on schedule, if at
all. Delays in our clinical trials will result in increased development costs for our product candidates, and our financial resources
may be insufficient to fund any incremental costs. In addition, if our clinical trials are delayed, our competitors may be able to bring
products to market before we do and the commercial viability of our product candidates could be limited.
If
physicians and patients do not accept our future products or if the market for indications for which any product candidate is approved
is smaller than expected, we may be unable to generate significant revenue, if any.
Even
if any of our product candidates obtain regulatory approval, they may not gain market acceptance among physicians, patients, and third-party
payers. Physicians may decide not to prescribe our drugs for a variety of reasons including:
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timing
of market introduction of competitive products; |
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demonstration
of clinical safety and efficacy compared to other products; |
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cost-effectiveness; |
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limited
or no coverage by third-party payers; |
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convenience
and ease of administration; |
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prevalence
and severity of adverse side effects; |
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restrictions
in the label of the drug; |
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potential advantages of alternative treatment methods; and |
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marketing and distribution support of our products. |
If
any of our product candidates is approved, but fails to achieve market acceptance, we may not be able to generate significant revenue
and our business would suffer.
The
uncertainty associated with pharmaceutical reimbursement and related matters may adversely affect our business.
Market
acceptance and sales of any one or more of our product candidates that we develop will depend on reimbursement policies and may be affected
by future healthcare reform measures in the United States and in foreign jurisdictions. Government authorities and third-party payers,
such as private health insurers and health maintenance organizations, decide which drugs they will cover and establish payment levels.
We cannot be certain that reimbursement will be available for any product candidates that we develop. Also, we cannot be certain that
reimbursement policies will not reduce the demand for, or the price paid for, our products. If reimbursement is not available or is available
on a limited basis, we may not be able to successfully commercialize any product candidates that we develop.
In
the United States, the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, also called the Medicare Modernization
Act, or MMA, changed the way Medicare covers and pays for pharmaceutical products. The legislation established Medicare Part D, which
expanded Medicare coverage for outpatient prescription drug purchases by the elderly but provided authority for limiting the number of
drugs that will be covered in any therapeutic class. The MMA also introduced a new reimbursement methodology based on average sales prices
for physician-administered drugs.
The
United States and several foreign jurisdictions are considering, or have already enacted, a number of legislative and regulatory proposals
to change the healthcare system in ways that could affect our ability to sell our products profitably. Among policy makers and payers
in the United States and elsewhere, there is significant interest in promoting changes in healthcare systems with the stated goals of
containing healthcare costs, improving quality and/or expanding access to healthcare. In the United States, the pharmaceutical industry
has been a particular focus of these efforts and has been significantly affected by major legislative initiatives. We expect to experience
pricing pressures in connection with the sale of any products that we develop due to the trend toward managed healthcare, the increasing
influence of health maintenance organizations and additional legislative proposals.
In
March 2010, the Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act, or collectively, ACA,
became law in the U.S. The goal of ACA is to reduce the cost of health care and substantially change the way health care is financed
by both government and private insurers. While we cannot predict what impact on federal reimbursement policies this legislation will
have in general or on our business specifically, the ACA may result in downward pressure on pharmaceutical reimbursement, which could
negatively affect market acceptance of, and the price we may charge for, any products we develop that receive regulatory approval.
More
recently, the current U.S. presidential administration has made statements suggesting plans to seek repeal of all or portions of the
ACA. There is uncertainty regarding the impact that the President’s administration may have on matters currently governed by the
ACA, if any, and any regulatory or legislative changes will likely take time to unfold. These changes could have an impact on coverage
and reimbursement for healthcare items and services covered by plans that were authorized by the ACA. However, we cannot predict the
ultimate content, timing or effect of any healthcare reform legislation or the impact of potential legislation on us. Any reduction in
reimbursement from Medicare or other government programs may result in a similar reduction in payments from private payors. The implementation
of cost containment measures or other healthcare reforms may prevent us from being able to generate revenue, attain profitability, or
commercialize our products.
Our
business and operations could suffer in the event of system failures.
Despite
the implementation of security measures, our internal computer systems and those of our third-party CROs and other contractors and consultants
are vulnerable to damage from computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical
failures. Furthermore, we have little or no control over the security measures and computer systems of our third-party CROs and other
contractors and consultants. While we have not experienced any material system failure, accident, or security breach to date, if such
an event were to occur and cause interruptions in our operations, it could result in a material disruption of our programs. For example,
the loss of clinical trial data for our product candidates could result in delays in our marketing approval efforts and significantly
increase our costs to recover or reproduce the data. To the extent that any disruption or security breach results in a loss of or damage
to our data or applications or other data or applications relating to our technology or product candidates, or inappropriate disclosure
of confidential or proprietary information, we could incur liabilities and the further development of our product candidates could be
delayed.
REGULATORY
AND LEGAL RISK FACTORS
If
we are unable to obtain required regulatory approvals, we will be unable to market and sell our product candidates.
Our
product candidates are subject to extensive governmental regulations relating to development, clinical trials, manufacturing, oversight
of clinical investigators, recordkeeping and commercialization. Rigorous preclinical testing and clinical trials and an extensive regulatory
review and approval process are required to be successfully completed in the United States, in the European Union and in many other foreign
jurisdictions before a new drug can be sold. Satisfaction of these and other regulatory requirements is costly, time consuming, uncertain,
and subject to unanticipated delays. The time required to obtain approval by the FDA or the European Medicines Agency, or EMA, is unpredictable
and often takes many years following the commencement of clinical trials.
In
connection with the clinical development of our product candidates, we face risks that:
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our
product candidates may not prove to be safe and efficacious; |
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patients
may die or suffer serious adverse effects for reasons that may or may not be related to the product candidate being tested; |
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we
fail to maintain adequate records of observations and data from our clinical trials, to establish and maintain sufficient procedures
to oversee, collect data from, and manage clinical trials, or to monitor clinical trial sites and investigators to the satisfaction
of the FDA, EMA or other regulatory agencies; |
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we
may not have sufficient financial resources to complete the clinical trials that would be necessary to obtain regulatory approvals; |
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the
results of later-phase clinical trials may not confirm the results of earlier clinical trials; and |
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results from clinical trials may not meet the level of statistical significance or clinical benefit-to-risk ratio required by the
FDA, EMA or other regulatory agencies for marketing approval. |
Only
a small percentage of product candidates for which clinical trials are initiated are the subject of NDAs and even fewer receive approval
for commercialization. Furthermore, even if we do receive regulatory approval to market a product candidate, any such approval may be
subject to limitations such as those on the indicated uses for which we may market the product.
If
we or the third parties on which we rely for the conduct of our clinical trials and results do not perform our clinical trial activities
in accordance with good clinical practices and related regulatory requirements, we may not be able to obtain regulatory approval for
or commercialize our product candidates.
We
currently use independent clinical investigators in all of our clinical trials and, in many cases, also utilize contract research organizations,
or CROs, and other third-party service providers to conduct and/or oversee the clinical trials of our product candidates and expect to
continue to do so for the foreseeable future. We rely heavily on these parties for successful execution of our clinical trials. Nonetheless,
we are responsible for confirming that each of our clinical trials is conducted in accordance with the FDA’s requirements and our
general investigational plan and protocol. Currently, we have clinical trial activities involving CA4P and OXi4503 being conducted by
clinical investigators who are independent of us, but with whom we have agreements for them to provide the results of their clinical
trials to us. In order for us to rely on data from these ongoing clinical trials in support of a New Drug Application, or NDA, for approval
of any of our product candidates by the FDA or similar types of marketing applications that are required by other regulatory authorities,
the independent investigators are required to comply with applicable good clinical practice requirements.
The
FDA and corresponding foreign regulatory authorities require us and our clinical investigators to comply with regulations and standards,
commonly referred to as good clinical practices, or GCPs, for conducting and recording and reporting the results of clinical trials to
assure that data and reported results are credible and accurate and that the trial participants are adequately protected. Our reliance
on third parties that we do not control does not relieve us of these responsibilities and requirements. Third parties may not complete
activities on schedule or may not conduct our clinical trials in accordance with regulatory requirements or the respective trial plans
and protocols. The failure of these third parties to carry out their obligations could delay or prevent the development, approval and
commercialization of our product candidates or result in enforcement action against us.
We
have taken and continue to take steps to strengthen our procedures and practices, but we cannot assure you that the FDA will be satisfied
with our procedures or that the FDA will not issue warning letters or take other enforcement action against us in the future. The steps
we take to strengthen our procedures and conduct future clinical trials necessary for approval will be time-consuming and expensive.
The
use of our products may result in product liability exposure, and it is uncertain whether our insurance coverage will be sufficient to
cover all claims.
The
use of our product candidates in clinical trials may expose us to liability claims in the event such product candidates cause death,
injury or disease, or result in adverse effects. We may be exposed to liability claims even if our product did not cause death, injury
or diseases, but is merely presumed or alleged to have caused any of these. If our product candidates are ever commercially approved,
the commercial use of these products may also expose us to similar liability claims. Any of these claims could be made by health care
institutions, contract laboratories, patients or others using such products. Although we have obtained liability insurance coverage for
our ongoing clinical trials, this coverage may not be in amounts sufficient to protect us from any product liability claims or product
recalls which could have a material adverse effect on our financial condition and prospects. Further, adverse product and similar liability
claims could negatively impact our ability to obtain or maintain regulatory approvals for our technology and product candidates under
development.
We
have been granted orphan drug status for certain of our product candidates and may seek orphan drug status for additional indications
for those product candidates or for additional product candidates. We may be unsuccessful in maintaining orphan drug exclusivity for
our product candidates and may be unsuccessful in our efforts to seek orphan drug status and orphan drug exclusivity.
Regulatory
authorities in some jurisdictions, including the United States and the European Union, may designate drugs for relatively small patient
populations as orphan drugs. Under the Orphan Drug Act, the FDA may designate a product as an orphan drug if it is a drug intended to
treat a rare disease or condition, which is generally defined as a disease with a patient population of fewer than 200,000 individuals
in the United States. Our lead product candidate, OXi4503, has been awarded orphan drug status by the FDA and the European Commission
for the treatment of acute myelogenous leukemia. Our other product candidate, CA4P, has been awarded orphan drug status by the FDA for
the treatment of anaplastic, medullary, Stage IV papillary and Stage IV follicular thyroid cancers, ovarian cancer, neuroendocrine tumors
and glioma. CA4P has also been awarded orphan drug status by the European Commission in the European Union for the treatment of anaplastic
thyroid cancer, ovarian cancer and neuroendocrine tumors.
Generally,
if a product with an orphan drug designation subsequently receives the first marketing approval for the indication for which it has such
designation, the product is entitled to a period of marketing exclusivity, which precludes the EMA or the FDA from approving another
marketing application for the same drug for the same indication during the period of exclusivity. The applicable period is seven years
in the United States and ten years in the European Union. The European exclusivity period can be reduced to six years if a drug no longer
meets the criteria for orphan drug designation or if the drug is sufficiently profitable so that market exclusivity is no longer justified.
Orphan drug exclusivity may be lost if the FDA or the EMA determines that the request for designation was materially defective, if the
manufacturer is unable to assure sufficient quantity of the drug to meet the needs of patients with the rare disease or condition.
Even
if we obtain orphan drug exclusivity for a product candidate or additional product candidates, that exclusivity may not effectively protect
the product candidate from competition because different drugs can be approved for the same condition. Even after an orphan drug is approved,
the FDA can subsequently approve a different drug for the same condition if the FDA concludes that the later drug is clinically superior
in that it is shown to be safer, more effective or makes a major contribution to patient care.
Our
product candidates will remain subject to ongoing regulatory review even if they receive marketing approval, and if we fail to comply
with continuing regulations, we could lose these approvals and the sale of any approved commercial products could be suspended.
Even
if we receive regulatory approval to market a particular product candidate, the manufacturing, labeling, packaging, adverse event reporting,
storage, advertising, promotion, and record keeping related to the product will remain subject to extensive regulatory requirements.
If we fail to comply with the regulatory requirements of the FDA, EMA and other applicable domestic and foreign regulatory authorities
or previously unknown problems with any approved product, manufacturer, or manufacturing process are discovered, we could be subject
to administrative or judicially imposed sanctions, including:
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Our
employees, principal investigators, CROs and consultants may engage in misconduct or other improper activities, including non-compliance
with regulatory standards and requirements and insider trading.
We
are exposed to the risk that our employees, principal investigators, CROs and consultants may engage in fraudulent conduct or other illegal
activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct or disclosure of unauthorized activities
to us that violate the regulations of the FDA and other regulatory authorities, including those laws requiring the reporting of true,
complete and accurate information to such authorities; healthcare fraud and abuse laws and regulations in the United States and abroad;
or laws that require the reporting of financial information or data accurately. In particular, sales, marketing and business arrangements
in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing
and other abusive practices. Activities subject to these laws also involve the improper use of information obtained in the course of
clinical trials or creating fraudulent data in our preclinical studies or clinical trials, which could result in regulatory sanctions
and cause serious harm to our reputation.
We
have a code of conduct applicable to all of our employees, but it is not always possible to identify and deter misconduct by employees
and other third parties, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown
or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure
to comply with these laws or regulations. Additionally, we are subject to the risk that a person could allege such fraud or other misconduct,
even if none occurred. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our
rights, those actions could have a significant impact on our business, including the imposition of civil, criminal and administrative
penalties, damages, monetary fines, possible exclusion from participation in Medicare, Medicaid and other federal healthcare programs,
contractual damages, reputational harm, diminished profits and future earnings, and curtailment of our operations, any of which could
adversely affect our ability to operate our business and our results of operations.
RISKS
RELATED TO INTELLECTUAL PROPERTY
We
depend extensively on the patents and proprietary technology we license from others, and we must maintain these licenses in order to
preserve our business.
We
have licensed in rights to CA4P, OXi4503 and other programs from third parties. If our license agreements terminate or expire, we may
lose the licensed rights to our product candidates, including CA4P and OXi4503, and we may not be able to continue to develop them or,
if they are approved, we may not be able to market or commercialize them.
We
depend on license agreements with third-parties for certain intellectual property rights relating to our product candidates, including
patent rights. Currently, we have licensed in certain patent rights from Arizona State University, or ASU, and the Bristol-Myers Squibb
Company for CA4P and OXi4503 and from Baylor University for other programs. In general, our license agreements require us to make payments
and satisfy performance obligations in order to keep these agreements in effect and retain our rights under them. These payment obligations
can include upfront fees, maintenance fees, milestones, royalties, patent prosecution expense, and other fees. These performance obligations
typically include diligence obligations. If we fail to pay, be diligent or otherwise perform as required under our license agreements,
we could lose the rights under the patents and other intellectual property rights covered by the agreements. While we are not currently
aware of any dispute with any licensors under our material agreements with them, if disputes arise under any of our in-licenses, including
our in-licenses from ASU, the Bristol-Myers Squibb Company and Baylor University, we could lose our rights under these agreements. Any
such dispute may not be resolvable on favorable terms, or at all. Whether or not any disputes of this kind are favorably resolved, our
management’s time and attention and our other resources could be consumed by the need to attend to and seek to resolve these disputes
and our business could be harmed by the emergence of such a dispute.
If
we lose our rights under these agreements, we may not be able to conduct any further activities with the product candidate or program
that the license covered. If this were to happen, we might not be able to develop our product candidates further, or following regulatory
approval, if any, we might be prohibited from marketing or commercializing them. In particular, patents previously licensed to us, such
as the patents we previously licensed from Angiogene, might after termination be used to stop us from conducting activities in the patents’
respective fields.
We
depend on patents and proprietary technology in the course of our business, and we must protect those assets in order to preserve our
business.
Although
we expect to seek patent protection for any compounds we discover and/or for any specific use we discover for new or previously known
compounds, any or all of them may not be subject to effective patent protection. Further, the development of regimens for the administration
of pharmaceuticals, which generally involve specifications for the frequency, timing and amount of dosages, has been, and we believe,
may continue to be, important to our effort, although those processes, as such, may not be patentable. In addition, the issued patents
may be declared invalid or our competitors may find ways to avoid the claims in the patents. Further, our lack of access to adequate
capital may cause us to curtail payment of fees necessary to maintain patents that we otherwise would seek to maintain, and we may make
incorrect decisions regarding which patents to keep and which to abandon.
Our
success will depend, in part, on our ability to obtain and maintain patents, protect our trade secrets and operate without infringing
on the proprietary rights of others. We are the exclusive licensee, sole assignee or co-assignee on a number of granted United States
patents, pending United States patent applications, and granted patents and/or pending applications in several other major markets, including
the European Union, Canada and Japan. The patent position of pharmaceutical and biotechnology firms like us is generally highly uncertain
and involves complex legal and factual questions, resulting in both an apparent inconsistency regarding the breadth of claims allowed
in United States patents and general uncertainty as to their legal interpretation and enforceability. Accordingly, patent applications
assigned or exclusively licensed to us may not result in patents being issued, any issued patents assigned or exclusively licensed to
us may not provide us with competitive protection or may be challenged by others, and the current or future granted patents of others
may have an adverse effect on our ability to do business and achieve profitability. Moreover, because some of the basic research relating
to one or more of our patent applications and/or patents were performed at various universities and/or funded by grants, one or more
of these universities, employees of such universities and/or grantors could assert that they have certain rights in such research and
any resulting products. Further, others may independently develop similar products, may duplicate our products, or may design around
our patent rights. In addition, as a result of the assertion of rights by a third-party or otherwise, we may be required to obtain licenses
to patents or other proprietary rights of others in or outside of the United States. Any licenses required under any such patents or
proprietary rights may not be made available on terms acceptable to us, if at all. If we do not obtain such licenses, we could encounter
delays in product market introductions while our attempts to design around such patents or could find that the development, manufacture
or sale of products requiring such licenses is foreclosed. In addition, we could incur substantial costs in defending ourselves in suits
brought against us or in connection with patents to which we hold licenses or in bringing suit to protect our own patents against infringement.
We
require employees and the institutions that perform our preclinical and clinical trials to enter into confidentiality agreements with
us. Those agreements provide that all confidential information developed or made known to a party to any such agreement during the course
of the relationship with us be kept confidential and not be disclosed to third-parties, except in specific circumstances. Any such agreement
may not provide meaningful protection for our trade secrets or other confidential information in the event of unauthorized use or disclosure
of such information.
RISKS
RELATED TO OUR STOCK AND FINANCING ACTIVITIES
The
price of our common stock is volatile, and is likely to continue to fluctuate due to reasons beyond our control; a limited public trading
market may cause volatility in the price of our common stock.
The
market price of our common stock has been, and likely will continue to be, highly volatile. Factors, including our financial results
or our competitors’ financial results, clinical trial and research development announcements and government regulatory action affecting
our potential products in both the United States and foreign countries, have had, and may continue to have, a significant effect on our
results of operations and on the market price of our common stock. We cannot assure you that an investment in our common stock will not
fluctuate significantly. One or more of these factors could significantly harm our business and cause a decline in the price of our common
stock in the public market. Substantially all of the shares of our common stock issuable upon exercise of outstanding options and warrants
have been registered or are likely to be registered for resale or are available for sale pursuant to Rule 144 under the Securities Act
and may be sold from time to time. As of December 31, 2021, we had approximately 139.5 million shares of common stock underlying currently
outstanding convertible debt, warrants and options. Sales of any of these shares on the market, as well as future sales of our common
stock by existing stockholders, or the perception that sales may occur at any time, could adversely affect the market price of our common
stock.
Our
common stock is currently quoted on the OTCQB Market. The quotation of our common stock on the OTCQB Market does not assure that a meaningful,
consistent and liquid trading market currently exists, and in recent years such market has experienced extreme price and volume fluctuations
that have particularly affected the market prices of many smaller companies like us. Our common stock is subject to this volatility.
Sales of substantial amounts of common stock, or the perception that such sales might occur, could adversely affect prevailing market
prices of our common stock and our stock price may decline substantially in a short time and our stockholders could suffer losses or
be unable to liquidate their holdings.
We
will require additional capital funding, the receipt of which may impair the value of our common stock.
Our
future capital requirements depend on many factors, including our research, development, sales and marketing activities. We will need
to raise additional capital through public or private equity or debt offerings or through arrangements with strategic partners or other
sources in order to continue to develop our product candidates. There can be no assurance that additional capital will be available when
needed or on terms satisfactory to us, if at all. To the extent we raise additional capital by issuing equity securities, our shareholders
may experience substantial dilution and the new equity securities may have greater rights, preferences or privileges than our existing
common stock.
Our
common stock is currently subject to the “Penny Stock” Rules of the SEC and the trading market in our securities is limited,
which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.
As
of December 31, 2021, we had net tangible assets of less than $0.6 million and our common stock had a market price per share of less
than $5.00. As a result, transactions in our common stock are subject to the SEC’s “penny stock” rules. The designation
of our common stock as a “penny stock” likely limits the liquidity of our common stock. Prices for penny stocks are often
not available to buyers and sellers and the market may be very limited. Penny stocks are among the riskiest equity investments. Broker-dealers
who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the SEC. The document
provides information about penny stocks and the nature and level of risks involved in investing in the penny stock market. A broker must
also provide purchasers with bid and offer quotations and information regarding broker and salesperson compensation and make a written
determination that the penny stock is a suitable investment for the purchaser and obtain the purchaser’s written agreement to the
purchase. Many brokers choose not to participate in penny stock transactions. Because of the penny stock rules, there may be less trading
activity in penny stocks. Because shares of our common stock are currently subject to these penny stock rules, your ability to trade
or dispose of shares of our common stock may be adversely affected.
We
may not be able to achieve secondary trading of our stock in certain states because our common stock is no longer nationally traded,
which could subject our stockholders to significant restrictions and costs.
Our
common stock is not currently eligible for trading on the Nasdaq Capital Market or on a national securities exchange. Therefore, our
common stock is subject to the securities laws of the various states and jurisdictions of the United States in addition to federal securities
law. While we may register our common stock or qualify for exemptions for our common stock in one of more states, if we fail to do so
the investors in those states where we have not taken such steps may not be allowed to purchase our stock or those who presently hold
our stock may not be able to resell their shares without substantial effort and expense. These restrictions and potential costs could
be significant burdens on our stockholders.
If
we fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial
results. As a result, current and potential stockholders could lose confidence in our financial reporting, which could harm our business
and the trading price of our stock.
Effective
internal controls over financial reporting are necessary for us to provide reliable financial reports. If we cannot maintain effective
controls and reliable financial reports, our business and operating results could be harmed. For example, our small size and limited
staffing levels do not allow for segregation of duties that exist at larger companies. We have conducted an evaluation of the effectiveness
of our internal control over financial reporting as of December 31, 2021 based on the criteria established in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on that evaluation,
our management concluded that our internal control over financial reporting were not effective as of December 31, 2021. We continue
to work on remedying our weaknesses and maintaining effective internal controls over financial reporting; however, there can be no assurance
that a material weakness will not occur in the future or our material weaknesses would be rectified. Any failure to implement and maintain
controls over our financial reporting or difficulties encountered in the implementation of improvements in our controls, could cause
us to fail to meet our reporting obligations. Any failure to maintain our internal controls over financial reporting or to address identified
weaknesses in the future, if they were to occur, could also cause investors to lose confidence in our reported financial information,
which could have a negative impact on the trading price of our stock.
Issuance
of additional equity securities may adversely affect the market price of our common stock.
We
were authorized to issue up to 750,000,000 shares of our common stock. As of December 31, 2021, we had 375,288,146 shares of common stock
issued and outstanding, including 1,019,303 shares of common stock to be issued. As of December 31, 2021, we also had approximately 53,300,000
warrants outstanding, approximately 16,600,000 options and approximately 69,500,000 shares of common stock issuable upon conversion of
convertible notes.
To
the extent that additional shares of common stock are issued or options and warrants are exercised, holders of our common stock will
experience dilution. In addition, in the event of any future issuances of equity securities or securities convertible into or exchangeable
for common stock, holders of our common stock may experience dilution.
Our
Board of Directors is authorized to issue preferred stock without any action on the part of our stockholders. Our Board of Directors
also has the power, without stockholder approval, to set the terms of any such preferred stock that may be issued, including voting rights,
conversion rights, dividend rights, preferences over our common stock with respect to dividends or if we liquidate, dissolve or wind
up our business and other terms. If we issue preferred stock in the future that has preference over our common stock with respect to
the payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that dilute
the voting power of our common stock, the market price of our common stock could decrease. Any provision permitting the conversion of
any such preferred stock into our common stock could result in significant dilution to the holders of our common stock.
We
also consider from time-to-time various strategic alternatives that could involve issuances of additional common or preferred stock,
including but not limited to acquisitions and business combinations.
We
have no plans to pay dividends on our common stock, and you may not receive funds without selling your common stock.
We
have not declared or paid any cash dividends on our common stock, nor do we expect to pay any cash dividends on our common stock for
the foreseeable future. We currently intend to retain any future earnings, if any, to finance our operations and growth and, potentially,
for future stock repurchases and, therefore, we have no plans to pay cash dividends on our common stock. Any future determination to
pay cash dividends on our common stock will be at the discretion of our Board of Directors and will be dependent on our earnings, financial
condition, operating results, capital requirements, any contractual restrictions, and other factors that our board of directors deems
relevant.
Accordingly,
you may have to sell some or all of your common stock in order to generate cash from your investment in the Company. You may not receive
a gain on your investment when you sell our common stock and may lose the entire amount of your investment.
The
Company will require additional capital funding, the receipt of which may impair the value of our Common Stock and EdgePoint’s
Common Stock.
Our
future capital requirements and EdgePoint’s future capital requirements depend on many factors, including our research, development,
sales and marketing activities as well as the development of EdgePoint’s business. We and EdgePoint will need to raise additional
capital through public or private equity or debt offerings or through arrangements with strategic partners or other sources in order
to continue to develop our product candidates. There can be no assurance that additional capital will be available when needed or on
terms satisfactory to us or EdgePoint, if at all. To the extent we and/or EdgePoint raise additional capital by issuing equity securities,
our shareholders and EdgePoint’s shareholders may experience substantial dilution and the new equity securities may have greater
rights, preferences or privileges than our existing Common Stock and EdgePoint’s Common Stock and the Securities contemplated to
be issued as described in this Confidential Offering Memorandum.
GENERAL
RISK FACTORS
Unfavorable
global epidemic or pandemic conditions could adversely affect our business, financial condition or results of operations.
Our
operations and the financial results of our operations could be adversely affected by general conditions in the global economy and in
the global financial markets. Global financial concerns have caused, and may continue to cause, extreme volatility and disruptions in
the capital and credit markets. A severe or prolonged economic downturn could result in a variety of risks to our business, including
our ability to raise additional capital when needed on acceptable terms, if at all. We cannot currently anticipate all of the ways in
which the current economic climate and financial market conditions could adversely impact our business.
Our
business may suffer from the severity or longevity of the COVID-19 Global Outbreak.
The
COVID-19 is currently impacting countries, communities, supply chains and markets, as well as the global financial markets. To date,
COVID-19 has not had a material impact on the Company, other than as set forth above. However, the Company cannot predict whether COVID-19
will have a material impact on our financial condition and results of operations due to understaffing, disruptions in government spending,
among other factors. In addition, at this time we cannot predict the impact of COVID-19 on our ability to obtain financing necessary
for the Company to fund its working capital requirements. In most respects, it is too early in the COVID-19 pandemic to be able to quantify
or qualify the longer-term ramifications on our business, our customers and/or our potential investors.
We,
or the third parties upon whom we depend, may be adversely affected by earthquakes or other natural disasters and our business continuity
and disaster recovery plans may not adequately protect us from a serious disaster.
Earthquakes
or other natural disasters could severely disrupt our operations and have a material adverse effect on our business, results of operations,
financial condition and prospects. If a natural disaster, power outage or other event occurred that prevented us from using all or a
significant portion of our headquarters, that damaged critical infrastructure, such as the manufacturing facilities of our third-party
contract manufacturers, or that otherwise disrupted operations, it may be difficult or, in certain cases, impossible for us to continue
our business for a substantial period of time. The disaster recovery and business continuity plans we have in place may prove inadequate
in the event of a serious disaster or similar event. We may incur substantial expenses as a result of the limited nature of our disaster
recovery and business continuity plans, which could have a material adverse effect on our business.
ITEM
1B. |
UNRESOLVED
STAFF COMMENTS |
None.
Our
office is located in Agoura Hills, California, where we lease about 2,000 square feet of general office space. The lease for this office
is on a month-to-month basis. We consider our office space to be adequate for our current needs. We believe that other suitable office
space would be available if we move to a different location upon the expiration of our current lease.
ITEM
3. |
LEGAL
PROCEEDINGS |
From
time to time, we may become involved in legal proceedings arising in the ordinary course of our business. Historically, the outcome of
all such legal proceedings has not, in the aggregate, had a material adverse effect on our business, financial condition, results of
operations or liquidity. Other than as set forth below, there are no additional pending or threatened legal proceedings at this time.
ITEM
4. |
MINE
SAFETY DISCLOSURES |
Not
applicable.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Description
of Business
Oncotelic
Therapeutics, Inc. (f/k/a Mateon Therapeutics, Inc.) (“Oncotelic”), was formed in the State of New York in 1988 as
OXiGENE, Inc., was reincorporated in the State of Delaware in 1992, and changed its name to Mateon Therapeutics, Inc. in 2016, and Oncotelic
Therapeutics, Inc. in November 2020. Oncotelic conducts business activities through Oncotelic and its wholly-owned subsidiaries, Oncotelic,
Inc., a Delaware corporation, PointR Data, Inc. (“PointR”), a Delaware corporation, and EdgePoint AI, Inc. (“Edgepoint”),
a Delaware Corporation for which there are non-controlling interests, (Oncotelic, Oncotelic Inc., PointR and Edgepoint are collectively
called the “Company” or “We”). The Company is currently developing OT-101 for various cancers and
COVID-19, Artemisinin for COVID-19 and AI technologies for clinical development and manufacturing. The Company has acquired apomorphine
for Parkinson’s Disease, erectile dysfunction and female sexual dysfunction. In addition, the Company is evaluating the further
development of its product candidates OXi4503 as a treatment for acute myeloid leukemia and myelodysplastic syndromes and CA4P in combination
with a checkpoint inhibitor for the treatment of advanced metastatic melanoma.
In
April 2019, Oncotelic entered into an Agreement and Plan of Merger with Oncotelic Inc. (the “Merger Agreement”), a
clinical-stage biopharmaceutical company developing investigational drugs for the treatment of orphan oncology indications and Oncotelic’s
wholly owned subsidiary Oncotelic Acquisition Corporation (the “Merger Sub”). Upon the terms of and subject to the
satisfaction of the conditions described in the Merger Agreement, the Merger Sub was merged with and into Oncotelic (the “Merger”),
with Oncotelic Inc. surviving the Merger as a wholly owned subsidiary of Oncotelic. Also, in April 2019, Oncotelic completed the Merger
and Oncotelic Inc. became a wholly owned subsidiary of Oncotelic. The Merger was treated as a recapitalization and reverse acquisition
for financial accounting purposes. Oncotelic Inc. is considered the acquirer for accounting purposes, and Oncotelic Inc.’s historical
financial statements before the Merger have been replaced with the historical financial statements of Oncotelic Inc. prior to the Merger
in the financial statements and filings with the Securities and Exchange Commission (“SEC”).
In
August 2019, the Company entered into an Agreement and Plan of Merger (the “PointR Merger Agreement”) with PointR.
PointR survived the merger as a wholly-owned subsidiary of the Company (the “PointR Merger”). The PointR Merger was
intended to create a publicly-traded artificial intelligence (“AI”) driven immuno-oncology company with a robust pipeline
of first in class TGF-β immunotherapies for late stage cancers such as gliomas, pancreatic cancer and melanoma. In November 2019,
the Company entered into Amendment No. 1 (the “Amendment”) to the PointR Merger Agreement with PointR. The Amendment
revised certain terms of the PointR Merger Agreement to provide that holders of PointR Common Stock would receive shares of the Company’s
Series A Preferred Stock in lieu of shares of the Company’s Common Stock in connection with the PointR Merger, as originally contemplated
by the PointR Merger Agreement. The Amendment also revised the terms of the milestones for earn-out payment. Also in November 2019, pursuant
to the terms of the PointR Merger Agreement, the Company completed the PointR Merger.
In
February 2020, the Company formed a subsidiary, Edgepoint. Edgepoint was formed as a start-up company, with plans to develop technologies
and IP related to various unmet issues within the pharma and medical device industries. The Company may spin off Edgepoint into a separate
public company in the future.
The
Company is a cancer immunotherapy company dedicated to the development of first in class self-immunization protocol (“SIP™”)
candidates for difficult to treat cancers. The Company’s proprietary SIP™ candidates offer advantages over other immunotherapies
because they do not require extraction of the tumor or isolation of the antigens, and they have the potential for broad-spectrum applicability
for multiple cancer types. The Company’s proprietary product candidates have shown promising clinical activity in phase 2 trials
for the treatment of gliomas and pancreatic cancers. The Company aims to translate its unique insights, which span more than three decades
of original work using RNA therapeutics, into the deployment of antisense as a RNA therapeutic for diseases which are caused by TGF-β
overexpression, starting with cancer and expanding to Duchenne Muscular Dystrophy (“DMD”) and others. Oncotelic Inc.’s
product candidate, OT-101, is being developed as a broad-spectrum anti-cancer drug that can also be used in combination with other standard
cancer therapies to establish an effective multi-modality treatment strategy for difficult-to-treat cancers. Together, the Company plans
to initiate phase 3 clinical trials for OT-101 in both high-grade glioma and pancreatic cancer, and any other indications that may evolve.
The Company is evaluating the further development of its product candidates OXi4503 as a treatment for acute myeloid leukemia and myelodysplastic
syndromes and CA4P in combination with a checkpoint inhibitor for the treatment of advanced metastatic melanoma.
The
Company is also developing OT-101 for the various epidemics and pandemics, similar to the current corona virus (“COVID-19”)
pandemic. In this connection, the Company entered into an agreement and supplemental agreement with Golden Mountain Partners (“GMP”)
for a total of $1.2 million to render services for the development of OT-101. Such amount was recorded as revenue upon completion of
all performance obligations under the agreement. Further, In June 2020, the Company secured $2 million in debt financing from GMP to
conduct a clinical trial evaluating OT-101 against COVID-19. The Company discontinued enrollment in its OT-101 clinical trial in patients
with COVID-19 in June 2021. The trial completed randomization of 32 out of 36 patients planned, on an intent to treat basis. The discontinuance
of the trial was due to the continuing rise of more severe variants in Latin America, leading to exhaustion of medical care infrastructure
in Latin America.
In
2020 and 2021, the Company was developing Artemisinin as a potential therapy for COVID-19. Artemisinin, purified from a plant Artemisia
annua. It can inhibit TGF-β activity and is able to neutralize COVID-19. The Company initially conducted a study and the test
results during an in vitro study at Utah State University showed Artemisinin having an EC50 of 0.45 ug/ml, and a Safety Index of 140.
Artemisinin can target multiple viral threats, including COVID-19, by suppressing both viral replication and clinical symptoms that arise
from viral infection. Viral replication cannot occur without TGF-β. In a clinical study undertaken in India, clinical consequences
related to the TGF-β surge, including ARDS and cytokine storm, were suppressed by targeting TGF-β with Artemisinin. The ARTI-19
trials were conducted in India by Windlas Biotech Limited (“Windlas”), the Company’s business partner in India.
Windlas had applied for regulatory approval for it’s Artemisinin based product, ArtiShieldTM, but has not been able
to obtain regulatory approval for use of ArtiShieldTM as a COVID-19 therapy and as such, no significant revenues have been
reported by Windlas nor have we accrued any royalties on Artemisinin due from Windlas. We intend to focus future development on Artemisinin
against other respiratory viruses with unmet needs.
On March 31, 2022, the Company formalized a JV with Dragon Overseas
Capital Limited and GMP Biotechnology Limited, both affiliates of GMP. For more information on the JV, refer to our Current Report on
Form 8-K filed with the SEC on April 6, 2022.
Amendments
to Certificate of Incorporation
In
November 2020 the Company filed an amendment to its Certificate of Incorporation with the Secretary of State for the State of Delaware
changing its name from “Mateon Therapeutics, Inc.” to “Oncotelic Therapeutics, Inc.” A notice of corporate action
had been filed with the Financial Industry Regulatory Authority (“FINRA”), requesting confirmation to change its name
and approval for a new ticker symbol. On March 29, 2021, the Company received approval from FINRA on its notice of corporate action,
and effective March 30, 2021, the Company’s ticker symbol has changed from “MATN” to “OTLC”.
In
January 2021, the Company filed an additional amendment to its Certificate of Incorporation with the Secretary of State for the State
of Delaware which went effective immediately upon acceptance by the Secretary of State for the State of Delaware. As approved by the
Company’s stockholders by written consent on August 10, 2020, the amendment also increased the number of authorized shares of Common
Stock from 150,000,000 shares to 750,000,000 shares.
In
addition, the Company registered an additional total of 20,000,000
shares of its Common Stock, which may be issued
pursuant to the Company’s Amended and Restated 2015 Equity Incentive Plan (the “Plan”). Such additional shares
were approved by the shareholders of the Company on August 10, 2020 and as reported to the Securities and Exchange Commission (the “SEC”)
on Current Report on Form 8-K on August 14, 2020. As such, the total number of shares of the Company’s Common Stock available
for issuance under the 2015 plan is 27,250,000.
Fundraising
J.H.
Darbie Financing Notes & Issuance of Oncotelic Warrants
Between
July 2020 and March 2021, the Company issued and sold a total of 100 units (“Units”), with each Unit consisting of
(i) 25,000 shares of Edgepoint common stock, par value $0.01 per share (“Edgepoint Common Stock”), for a price of
$1.00 per share of Edgepoint Common Stock; (ii) one convertible promissory note issued by the Company (the “Unit Note”),
convertible into up to 25,000 shares of EdgePoint Common Stock at a conversion price of $1.00 per share, or up to 138,889 shares of the
Company’s Common Stock, at a conversion price of $0.18 per share; and (iii) 100,000 warrants, consisting of (a) 50,000 warrants
to purchase an equivalent number of shares of EdgePoint Common Stock at $1.00 per share (“Edgepoint Warrant”), and
(b) 50,000 warrants to purchase an equivalent number of shares of Company Common Stock at $0.20 per share (“Oncotelic Warrant”)
(collectively, the “JH Darbie Financing”).
In
June 2021, the Company and the Investors agreed to extend the maturity date of the Notes from June 30, 2021, to March 31, 2022. In addition,
the Company and JHDarbie identified an error in the Oncotelic Warrants and JH Darbie Financing documents which intended to have the investors
to purchase $50,000 of shares of Common Stock or Edgepoint Common Stock. However, the Company only issued 50,000 Oncotelic Warrants,
with an aggregate exercise price of $10,000. The error was corrected by the Company and the Company issued to the Investors an aggregate
of 20.0 million additional Oncotelic Warrants, and 2.0 million additional Oncotelic Warrants to J.H. Darbie., as placement agent. Each
Investor was entitled to receive 200,000 additional Oncotelic Warrants for each Unit purchased. The issuance of the additional warrants
resulted in the Company recording an expense of $2,023,552 in the Company’s statement of operations during the year ended December
31, 2021. No similar expense was recorded in the same period in 2020. Management reviewed the guidance per ASC 470-60 Troubled debt
restructurings and ASC 470-50 Debt-Modifications and Extinguishments and concluded that the terms of the agreements were not
substantially different as of June 30, 2021, and, accounted for the transaction as a debt modification.
Equity
Purchase Agreement
In
May 2021, the Company entered into an Equity Purchase Agreement (the “EPL”) and Registration Rights Agreement (the
“Registration Rights Agreement”) with Peak One Opportunity Fund, L.P. (“Peak One”), pursuant to
which the Company shall have the right, but not the obligation, to direct Peak One to purchase up to $10.0
million (the “Maximum Commitment Amount”)
in shares of the common stock, par value $0.01
per share (“Common Stock”)
in multiple tranches. The Company has directed Peak One, on nine occasions, for an aggregate of 3.4
million shares of Common Stock for aggregate
net cash proceeds of approximately $420,000.
Geneva
Roth Remark Notes
In
May 2021, the Company consummated the closing of a private placement transaction whereby, pursuant to a Securities Purchase Agreement
(the “Geneva Agreement”) entered into with Geneva Roth Remark (“Geneva”), the Company issued a
convertible promissory note in the aggregate principal amount of $203,750 (the “Note 1”). Further in June 2021, the
Company issued an additional convertible promissory note in the aggregate principal amount of $103,750 (“Note 2”,
and collectively with Note 1, the “Notes”). The Notes are convertible into shares of the Company’s Common Stock.
Additional convertible promissory notes may be issued under the Geneva Agreement for up to $1.2 million in the aggregate principal amount
subject to further agreement by and between the Company and Geneva. The notes were repaid in December 2021 and there is no outstanding
balance on these notes.
August
2021 Notes
In
August 2021, the Company issued Note Purchase Agreements with Autotelic Inc., the Company’s Chief Financial Officer (“CFO”),
and certain other accredited investors. Under the terms of the Note Purchase Agreements, the Company issued an aggregate of $698,500
(the “Principal Amount”) in debt in the form of unsecured convertible promissory notes (collectively, the “Notes”).
The Notes are unsecured, and provide for interest at the rate of 5% per annum. Such Notes were issued against some of the short-term
debt due as of June 30, 2021. All amounts outstanding under the Notes become due and payable at such time as determined by the holders
of a majority of the Principal Amount of the Notes (the “Majority Holders”), on or after (a) the one-year anniversary
of the Notes, or (b) the occurrence of an Event of Default (as defined in the Note Purchase Agreements) (the “Maturity Date”).
The Company may prepay the Notes at any time. Events of Default under the Notes include, without limitation, (i) failure to make payments
under the Notes within thirty (30) days of the Maturity Date, (ii) breaches of the Note Purchase Agreement or Notes by the Company which
is not cured within thirty (30) days of notice of the breach, (iii) bankruptcy, or (iv) a change in control of the Company (as defined
in the Note Purchase Agreements). The Majority Holders have the right, at any time not more than five days following the Maturity Date,
to elect to convert all, and not less than all, of the outstanding accrued and unpaid interest and principal on the Notes. The Notes
may be converted, at the election of the Majority Holders, into shares of the Company’s common stock, par value $0.01 per share
(“Common Stock”), at a fixed conversion price of $0.18 per share.
GMP
Letter of Intent, Term Sheet, note purchase agreements and unsecured notes
In
August 2021 the Company, the Company’s Chief Executive Officer (the “CEO”), and GMP executed a letter of intent and
a non-binding term sheet (the “Term Sheet”), which Term Sheet included certain binding terms relating to a standstill
agreement and the issuance of a convertible promissory note (as more fully described below). The Term Sheet sets forth the terms and
conditions pursuant to which the Company and GMP will, subject to shareholder approval, form a joint venture (the “JV”)
with the objective to develop the Company’s product portfolio. Pursuant to the Term Sheet, the Company will contribute its
product portfolio to the JV in consideration for a 35% ownership stake in the JV. As set forth above, the Term Sheet sets forth certain
binding terms regarding (i) a 45-day standstill by the Company, and (ii) the issuance by the Company of a convertible note for $1.5 million
to GMP to fund the OT-101 clinical trial study close-out. Although no assurances can be given, the Company and GMP currently intend to
conduct an initial public offering of the JV, at a future date, on either the Hong Kong Exchange or other stock exchange. The formation
of the JV is not assured as the formation of the JV is subject to approval of the Company’s shareholders and the execution of definitive
agreements, among other conditions.
In
September 2021, the Company entered into an Unsecured Convertible Note Purchase Agreement (the “Purchase Agreement”)
with GMP, pursuant to which the Company issued a convertible promissory note in the aggregate principal amount of $1.5 million (the “September
2021 Note”), which September 2021 Note is convertible into shares of the Company’s Common Stock.
The
September 2021 Note carries an interest rate of 2% per annum and matures on the earlier of (a) the one year anniversary of the date of
the Agreement, (b) early termination of that certain clinical trial known as “A Randomized, Controlled, Multi - Center Study of
OT-101 in COVID-19 Patients (Investigational New Drug (IND) Application #149299)” (the “Clinical Trial”), or
any termination of the Clinical Trial, or (c) the acceleration of the maturity of the September 2021 Note by GMP upon occurrence of an
Event of Default (as defined below). The September 2021 Note contains a voluntary conversion mechanism whereby GMP may convert the outstanding
principal and accrued interest under the terms of the September 2021 Note into shares of Common Stock (the “Conversion Shares”),
at the consolidated closing bid price of the Company’s Common Stock on the applicable OTC Market as of the date the Company receives
a Notice of Conversion (as defined in the September 2021 Note) from GMP. Prepayment of the September 2021 Note may be made at any time
by payment of the outstanding principal amount plus accrued and unpaid interest. The September 2021 Note contains customary events of
default (each an “Event of Default”). If an Event of Default occurs, at GMP’s election, the outstanding principal
amount of the September 2021 Note, plus accrued but unpaid interest, will become immediately due and payable in cash.
In
October 2021, the Company entered into an Unsecured Convertible Note Purchase Agreement (the “October Purchase Agreement”)
with GMP, pursuant to which the Company issued a convertible promissory note in the aggregate principal amount of $0.5 million (the “October
2021 Note”), which October 2021 Note is convertible into shares of the Company’s Common Stock.
The
October 2021 Note carries an interest rate of 2% per annum and matures on the earlier of (a) the one-year anniversary of the date of
the October Purchase Agreement, or (b) the acceleration of the maturity of the October 2021 Note by GMP upon occurrence of an Event of
Default (as defined below). The October 2021 Note contains a voluntary conversion mechanism whereby GMP may convert the outstanding principal
and accrued interest under the terms of the October 2021 Note into shares of Common Stock (the “Conversion Shares”),
at the consolidated closing bid price of the Company’s Common Stock on the applicable OTC Market as of the date the Company receives
a Notice of Conversion (as defined in the October 2021 Note) from GMP. Prepayment of the October 2021 Note may be made at any time by
payment of the outstanding principal amount plus accrued and unpaid interest. The October Note contains customary events of default (each
an “Event of Default”). If an Event of Default occurs, at GMP’s election, the outstanding principal amount of
the October 2021 Note, plus accrued but unpaid interest, will become immediately due and payable in cash. The October Purchase Agreement
requires the Company to use of the proceeds received under the October 2021 Note to support the clinical development of OT-101, including
payroll and has been made in continuation of the relationship between the Company and GMP.
November/December
2021 Notes
In
November and December 2021, the Company entered into various Securities Purchase Agreements with Talos Victory Fund, LLC (the (“Talos”),
Mast Hill Fund, LP (“Mast”), FirstFire Global Opportunities Fund, LLC (“FirstFire”), Blue Lake Partners, LLC
(“Blue Lake”) and Fourth Man, LLC (“Fourth Man”), pursuant to which the Company issued convertible promissory
notes in the aggregate principal amount of $0.25 million each, aggregating gross $1.25 million (the “Notes”), which Notes
are convertible into shares of the Company’s common stock, par value $0.01 per share (“Common Stock”).
The
Purchase Agreements were entered into as part of a convertible note financing round with aggregate gross proceeds to the Company of up
to $1.25 million (the “Financing”), undertaken by the Company pursuant to that certain Finder’s Fee Agreement between
the Company and JH Darbie & Co., Inc. (“JH Darbie”), dated October 26, 2021 (the “Agreement”). All of the
Purchase Agreements and the Note contain identical terms except with reference to the name of the holders, the use of proceeds, which
include repayment of certain debt, general corporate expenses and payroll, as applicable and the jurisdictions.
The
Notes carry an interest rate of 12% per annum and mature on the earlier of (a) the one-year anniversary of the date of the Purchase
Agreements or (b) the acceleration of the maturity of the Note by Holder upon occurrence of an Event of Default (as defined below). The
Notes contain a voluntary conversion mechanism whereby the applicable holder may convert the outstanding principal and accrued interest
under the terms of the Notes into shares of Common Stock (the “Conversion Shares”), at a fixed price of $0.07 per
share (the “Conversion Price”), subject to adjustments upon the occurrence of certain corporate events. Prepayment
of the Notes may be made at any time upon three trading days’ prior written notice to the respective holder, by payment of the
then outstanding principal amount plus accrued and unpaid interest and reimbursement of such holder’s administrative fees. The
Notes contains customary events of default (each an “Event of Default”). If an Event of Default occurs, at the respective
holder’s election, the outstanding principal amount of the Notes, plus accrued but unpaid interest, will become immediately due
and payable in cash. The Purchase Agreement requires the Company to use the proceeds to the full repayment of that certain convertible
promissory note including any accrued interest or prepayment penalty thereon, issued by the Company in May and June 2021 to Geneva.
Licensing
Agreement with Autotelic Inc.
In
September 2021, 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 milestone payments of up to $50 million upon achievement of certain financial,
development and regulatory milestones. In addition to the milestone payments, Autotelic would be entitled to earn 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.
Principles
of Consolidation
The
consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Oncotelic, PointR and Edgepoint
for which there are non-controlling interests. Intercompany accounts and transactions have been eliminated in consolidation.
Liquidity
and Going Concern
The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company
has incurred net losses of approximately $31.0 million since inception of Oncotelic Inc. as the Company’s historical financial
statements before the Merger have been replaced with the historical financial statements of Oncotelic Inc. prior to the Merger in the
financial statements and filings. The Company also has a negative working capital of $14.8 million at December 31, 2021, of which approximately
$1.3 million is attributable to assumed negative working capital of the Company and $2.6 million contingent liability of issuance of
common shares of the Company to PointR shareholders upon achievement of certain milestones in accordance with the PointR Merger Agreement.
The Company has negative cash flows from operations for the year ended December 31, 2021 of $4.3 million. These conditions raise substantial
doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing. Management
expects to incur additional losses in the foreseeable future and recognizes the need to raise capital to remain viable. The accompanying
consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as
a going concern.
The
Company’s long-term plans include continued development of its current pipeline of products to generate sufficient revenues to
cover its anticipated expenses, through either technology transfer or product sales, as well as develop AI technologies either directly
or through its subsidiaries. Until the Company is able to generate sufficient revenues from its current pipeline, the Company plans on
funding its operations through the sale of equity and/or the issuance of debt, combined with or without warrants or other equity instruments.
Between
July 2020 and March 2021, the Company raised gross proceeds of $5 million, through JH Darbie Financing. The Company incurred $0.7 million
of costs associated with the raise, of which $0.65 million was paid as direct placement fees to JH Darbie. JH Darbie and the Company
are parties to a placement agent agreement, dated February 25, 2020 pursuant to which JH Darbie has the right to sell a minimum of 40
Units and a maximum of 100 Units on a best-efforts basis. Concurrently with the sale of the Units, JH Darbie was granted, a warrant,
exercisable over a five-year period, to purchase 10% of the number of Units sold in the JH Darbie Financing. As such, the Company granted
10 Units to JH Darbie pursuant to the JH Darbie Placement Agreement.
In
addition to the JH Darbie Financing, the Company raised approximately $0.4 million from the Equity Purchase Agreement with Peak One,
$0.3 million from Geneva, $2 million from Note Agreements with GMP, which was to be utilized for certain clinical trials, payment of
payroll and development of OT-10, approximately $0.7 million from various bridge financiers, including $0.3 million from Autotelic
Inc., a related party, approximately $0.1 million from the Paycheck Protection Plan of 2021 for PointR and $1.25 million from various
investors in Notes from November/December 2021 financing.
During
the year ended December 31, 2021, the Company had no service revenues. The Company had recorded a total of approximately $1.7 million
in service revenues from GMP and ATB during the year ended December 31, 2020.
Although
no assurances can be given as to the Company’s ability to deliver on its revenue plans, or that unforeseen expenses may arise,
management believes that the potential equity and debt financing or other potential financing will provide the necessary funding for
the Company to continue as a going concern. Also, management cannot guarantee any potential debt or equity financing will be available
on favorable terms or at all. As such, management does not believe the Company has sufficient cash for 12 months from the date of this
report. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations, or cease operations
completely.
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use
of Estimates
The
preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, equity-based transactions and disclosure of contingent liabilities at the date of the financial
statements and revenues and expense during the reporting period. Actual results could materially differ from those estimates.
The
Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation
of the financial statements. Significant estimates include the valuation of goodwill and intangible assets for impairment, deferred tax
asset and valuation allowance, and fair value of financial instruments.
Cash
As
of December 31, 2021 and 2020, respectively, the Company held all its cash in banks in the United States of America. The Company considers
investments in highly liquid instruments with a maturity of three months or less to be cash equivalents. The Company did not have any
cash equivalents as of December 31, 2021 and 2020, respectively. Restricted cash consists of certificates of deposits held at banks as
collateral for various purposes.
Debt
issuance Costs and Debt discount
Issuance
costs are specific incremental costs that are (1) paid to third parties and (2) directly attributable to the issuance of a debt or equity
instrument. The issuance costs attributable to the initial sale of the instrument are offset against the associated proceeds in the determination
of the instrument’s initial net carrying amount.
Debt
issuance costs and debt discounts are being amortized over the lives of the related financings on a basis that approximates the effective
interest method. Costs and discounts are presented as a reduction of the related debt in the accompanying balance sheets if related to
the issuance of debt or presented as a reduction of additional paid in capital if related to the issuance of an equity instrument. The
Company applies the relative fair value to allocate the issuance costs among freestanding instruments that form part of the same transaction.
If
the Company amends the terms of its convertible notes, the Company reviews and applies the guidance per ASC 470-60 Troubled debt restructurings
and ASC 470-50 Debt-Modifications and Extinguishments, evaluates and concludes whether the terms of the agreements were or
were not substantially different as of a particular reporting date and accounts the transaction as a debt modification or a troubled
debt restructuring.
Fair
Value of Financial Instruments
The
carrying value of cash, accounts payable and accrued expense approximate their fair values based on the short-term maturity of these
instruments. As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit
price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including
assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market
corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair
value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level
1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at
both initial and subsequent measurement.
The
three levels of the fair value hierarchy defined by ASC 820 are as follows:
● |
Level
1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets
are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information
on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities
and listed equities. |
|
|
● |
Level
2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly
observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation
methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices
for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well
as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full
term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed
in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest
rate swaps, options and collars. |
|
|
● |
Level
3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be
used with internally developed methodologies that result in management’s best estimate of fair value. |
The
Company did not have any Level 1 or Level 2 assets and liabilities at December 31, 2021 and 2020.
The
derivative liabilities associated with its 2019 convertible note debt /financing (see Note 6), consisted of conversion feature derivatives
at December 31, 2021 and 2020, and are classified as Level 3 fair value measurements.
The
table below sets forth a summary of the changes in the fair value of the Company’s derivative liabilities classified as Level 3
as of December 31, 2021 and 2020:
SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES
| |
December
31, 2021 Conversion Feature | | |
December
31, 2020 Conversion Feature | |
Balance
at beginning of the year ended | |
$ | 777,024 | | |
$ | 540,517 | |
New
derivative liability | |
| - | | |
| 870,268 | |
Reclassification
to additional paid in capital from conversion of debt to common stock | |
| (144,585 | ) | |
| (678,812 | ) |
Change
in fair value | |
| (292,149 | ) | |
| 45,051 | |
| |
| | | |
| | |
Balance
at the end of the year ended | |
$ | 340,290 | | |
$ | 777,024 | |
At
December 31, 2021 and 2020, respectively, the Company estimated the fair value of the conversion feature derivatives embedded in the
convertible debentures based on assumptions used in the Black-Scholes valuation model. The key valuation assumptions used consists, in
part, of the price of the Company’s Common Stock, a risk free interest rate based on the yield of a Treasury note and expected
volatility of the Company’s Common Stock all as of the measurement dates. The Company used the following assumptions to estimate
fair value of the derivatives as of December 31, 2021 and 2020:
SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES
| |
December
31, 2021 | | |
December
31, 2020 | |
Risk
free interest | |
| 0.3 | % | |
| 0.12 | % |
Market
price of share | |
$ | 0.17 | | |
$ | 0.22 | |
Life
of instrument in years | |
| 0.31 | | |
| 1.31
– 1.60 | |
Volatility | |
| 140 | % | |
| 147.4-
151.8 | % |
Dividend
yield | |
| 0 | % | |
| 0 | % |
When
the Company changes its valuation inputs for measuring financial liabilities at fair value, either due to changes in current market conditions
or other factors, it may need to transfer those liabilities to another level in the hierarchy based on the new inputs used. The Company
recognizes these transfers at the end of the reporting period that the transfers occur. For the years ended December 31, 2021 and 2020,
there were no transfers of financial assets or financial liabilities between the hierarchy levels.
The $2,625,000
of contingent consideration, of shares issuable to PointR shareholders which was recorded and associated with the PointR Merger, is
also classified as Level 3 fair value measurements. The Company initially recorded the contingency based on a valuation conducted by
a third-party valuation expert. The valuation was based on a probability of the completion of certain milestones by PointR for the
shareholders to earn additional shares. The Company evaluated the probability of the earning of the milestones and concluded that
the probability of achievement of the milestones had not changed, primarily due to the shifting of focus by the Company to develop
AI technologies for the COVID-19 pandemic. As such, the Company did not recorded any change to the valuation during the years ended
December 31, 2021 or 2020, respectively; and as of December 31, 2021 and 2020, respectively.
Net
Income (Loss) Per Share
Basic
net income (loss) per common share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding
during the period. Diluted net income (loss) per share includes the effect of Common Stock equivalents (notes convertible into Common
Stock, stock options and warrants) when, under either the treasury or if-converted method, such inclusion in the computation would be
dilutive. The following number of shares have been excluded from diluted loss since such inclusion would be anti-dilutive:
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE
| |
Year
ended December 31, | |
| |
2021 | | |
2020 | |
| |
| | |
| |
Convertible
notes | |
| 69,544,900 | | |
| 20,237,084 | |
Stock
options | |
| 16,592,620 | | |
| 3,941,301 | |
Warrants | |
| 53,314,424 | | |
| 18,702,500 | |
Potentially
dilutive securities | |
| 139,451,944 | | |
| 42,880,885 | |
Stock-Based
Compensation
The
Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement
and recognition of compensation expense for all stock-based awards made to employees and non-employees, including employee stock options,
in the statements of operations.
For
stock options issued, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The
use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option,
the expected volatility of the Common Stock consistent with the expected life of the option, risk-free interest rates and expected dividend
yields of the Common Stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the
Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over
the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being
estimated at the time of grant and revised.
For
warrants issued in connection with fund raising activities, the Company estimates the grant date fair value of each warrant using the
Black-Scholes pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to
the expected term of the warrant, the expected volatility of the Common Stock consistent with the expected life of the warrant, risk-free
interest rates and expected dividend yields of the Common Stock. If the warrants are issued upon termination or cancellation of prior
issued warrants, then the Company estimates the grant date fair value of the new warrants using the Black-Scholes pricing model and evaluates
whether the new warrants are deemed as equity instruments or liability instruments. If the warrants are deemed to be equity instruments,
the Company records stock compensation expense and an addition to additional paid in capital. If however, the warrants are deemed to
be liability instruments, then the fair value is treated as a deemed dividend and credited to additional paid in capital.
Impairment
of Long-Lived Assets
The
Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances
indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the
forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined
to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets
of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature
of the assets. For the years ended December 31, 2021 and 2020, there were no impairment losses recognized for long-lived assets.
Intangible
Assets
The
Company records its intangible assets at cost in accordance with ASC 350, Intangibles – Goodwill and Other. The Company reviews
the intangible assets for impairment on an annual basis or if events or changes in circumstances indicate it is more likely than not
that they are impaired. These events could include a significant change in the business climate, legal factors, a decline in operating
performance, competition, sale or disposition of a significant portion of the business, or other factors. If the review indicates the
impairment, an impairment loss would be recorded for the difference of the value recorded and the new value. For the years ended December
31, 2021 and 2020, there were no impairment losses recognized for intangible assets.
Goodwill
Goodwill
represents the excess of the purchase price of acquired business over the estimated fair value of the identifiable net assets acquired.
Goodwill is not amortized but is tested for impairment at least once annually, at the reporting unit level or more frequently if events
or changes in circumstances indicate that the asset might be impaired. The goodwill impairment test is applied by performing a qualitative
assessment before calculating the fair value of the reporting unit. If, on the basis of qualitative factors, it is considered not more
likely than not that the fair value of the reporting unit is less than the carrying amount, further testing of goodwill for impairment
would not be required. Otherwise, goodwill impairment is tested using a two-step approach.
The
first step involves comparing the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit is
determined to be greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is determined
to be greater than the fair value, the second step must be completed to measure the amount of impairment, if any. The second step involves
calculating the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill,
of the reporting unit from the fair value of the reporting unit as determined in step one. The implied fair value of the goodwill in
this step is compared to the carrying value of goodwill. If the implied fair value of the goodwill is less than the carrying value of
the goodwill, an impairment loss equivalent to the difference is recorded. For the years ended December 31, 2021 and 2020, there were
no impairment losses recognized for Goodwill.
Derivative
Financial Instruments Indexed to the Company’s Common Stock
We
have generally issued derivative financial instruments, such as warrants, in connection with our equity offerings. We evaluate the terms
of these derivative financial instruments in order to determine their accounting treatment in our financial statements. Key considerations
include whether the financial instruments are freestanding and whether they contain conditional obligations. If the warrants are freestanding,
do not contain conditional obligations and meet other classification criteria, we account for the warrants as an equity instrument. However,
if the warrants contain conditional obligations, then we account for the warrants as a liability until the conditional obligations are
met or are no longer relevant. Because no established market prices exist for the warrants that we issue in connection with our equity
offerings, we must estimate the fair value of the warrants, which is as inherently subjective as it is for stock options, and for similar
reasons as noted in the stock-based compensation section above. For financial instruments which are accounted for as a liability, we
report any changes in their estimated fair values as gains or losses in our Consolidated Statement of Income.
Convertible
Instruments
The
Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815 “Derivatives
and Hedging”.
ASC
815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and
account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic
characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and
risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is
not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported
in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered
a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional
as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.”
The
Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from
their host instruments) in accordance with ASC 470-20 “Debt – Debt with Conversion and Other Options.” Accordingly,
the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments
based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the
effective conversion price embedded in the note. Original issue discounts (“OID”) under these arrangements are amortized
over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for
the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying
Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note.
ASC
815-40 “Derivatives and Hedging – Contracts in Entity’s Own Equity” provides that, among other things, generally,
if an event occurs that is not within the entity’s control could or would require net cash settlement, then the contract shall
be classified as an asset or a liability.
Variable
Interest Entity (VIE) Accounting
The
Company evaluates its ownership, contractual relationships and other interests in entities to determine the nature and extent of the
interests, whether such interests are variable interests and whether the entities are VIEs in accordance with ASC 810, Consolidations.
These evaluations can be complex and involve Management judgment as well as the use of estimates and assumptions based on available historical
information, among other factors. Based on these evaluations, if the Company determines that it is the primary beneficiary of a VIE,
the entity is consolidated into the financial statements. At December 31, 2021 and 2020, the Company identified EdgePoint to be the
Company’s sole VIE. At December 31, 2021, and 2020, the Company’s ownership percentage of EdgePoint
was 29% and
42.7%,
respectively. The VIE’s net assets were $0.1
million and $0.2
million at December 31, 2021 and December 31,
2020, respectively.
Revenue
Recognition
The Company recognizes revenue
in accordance with ASC Topic 606, Revenue from Contracts with Customers.
Under
ASC 606, the Company recognizes revenue when its customers obtain control of the promised good or services, in an amount that
reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company applies the following
five-step process: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine
the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue
when (or as) the Company satisfies a performance obligation.
At
contract inception, once the contract is determined to be within the scope of ASC 606, the Company identifies the performance
obligation(s) in the contract by assessing whether the goods or services promised within each contract are distinct. The Company then
recognizes revenue for the amount of the transaction price that is allocated to the respective performance obligation when (or as) the
performance obligation is satisfied.
The
Company anticipates generating revenues from rendering services to other third party customers for the development of certain drug products
and/or in connection with certain out-licensing agreements. In the case of services rendered for development of the drugs, revenue is
recognized upon the achievement of the performance obligations or over time on a straight-line basis over the extended service period.
In the case of out-licensing contracts, the Company records revenues either (i) upon achievement of certain pre-defined milestones when
there is no obligation of the Company achieve any performance obligations in connection with the said pre-defined milestones, or (ii)
upon achievement of the performance obligations if the milestones require the Company to provide the performance obligations.
The
Company occasionally collects advance payments from customers toward commitments to provide services or performance obligations, in which
case the advance payment is recorded as a liability until the obligations are fulfilled and revenue is recognized.
Research
Service Agreement between GMP and Oncotelic /Oncotelic Inc. (“Oncotelic Entities”).
In
February 2020, Oncotelic Inc. and GMP entered into a research and services agreement (the “Agreement”) memorializing
their collaborative efforts to develop and test COVID-19 antisense therapeutics. In March 2020, the Company reported the positive anti-viral
activity results of OT-101 (the “Product”) in an in vitro antiviral testing performed by an independent laboratory
to GMP, at which time, the Oncotelic Entities and GMP entered into a supplement to the Agreement (the “Supplement”)
to confirm the inclusion of the Product within the scope of the Agreement, pending positive confirmatory testing against COVID-19. In
consideration for the financial support provided by GMP for the research, pursuant to the terms of the Agreement (as amended by the Supplement)
GMP was entitled to obtain certain exclusive rights to the use of the Product in the COVID field on a global basis, and an economic interest
in the use of the Product in the COVID field including 50/50 profit sharing. GMP paid the Company fees of $0.3 million for the Agreement
and $0.9 million for the Supplement, respectively. The Company also recorded approximately $40 thousand for reimbursement of actual costs
incurred.
Agreement
with Autotelic BIO (“ATB”)
Oncotelic
Inc. had entered into a license agreement in February 2018 (the “ATB Agreement”) with ATB. The ATB Agreement
licensed the use of OT-101 in combination with Interleukin-2 (the “Combined Product”), and granted to ATB an
exclusive license under the Oncotelic Inc. technology to develop, make, have made, use, sell, offer for sale, import and export the
Combined Product, and the Combination Product only, in the field, throughout the entire world (excluding the United States of
America and Canada) as the territory, on the terms and subject to the conditions of the ATB Agreement. The ATB Agreement requires
ATB to be responsible for the development of the Combination Product. Oncotelic Inc. was responsible to provide to ATB the technical
know-how and other pertinent information on the development of the Combination Product. ATB paid Oncotelic Inc. a non-refundable
milestone payment in consideration for the rights and licenses granted to ATB under the ATB Agreement, and ATB was to pay Oncotelic
Inc. $500,000 within
sixty days from the successful completion of the in vivo efficacy studies. This payment was made after the successful completion of
the in-vivo study and, as such, the Company recorded the revenue. In addition, ATB is to pay Oncotelic Inc.: (i) $500,000 upon
Oncotelic Inc.’s completion of the technology know how and Oncotelic Inc.’s technical assistance and regulatory
consultation to ATB, as determined by the preparation of a Current Good Regulation Practices audit or certification by the Food and
Drug Administration, with a mutual goal to obtain marketing approval of the Combined Product developed by ATB in the aforementioned
territory; (ii) $1,000,000 upon
receiving marketing approval of the Combined Product in Japan, China, Brazil, Mexico, Russia, or Korea; and (iii) $2,000,000 from
receiving marketing approval of the Combined Product in Germany, France, Spain, Italy, or the United Kingdom. The Company recorded $0
and $500,000 as
revenue under the ATB Agreement for the successful completion of the in-vivo study during the years ended December 31, 2021
and 2020, respectively.
Research
& Development Costs
In
accordance with ASC 730-10-25 “Research and Development”, research and development costs are charged to expense as and when
incurred.
Recent
Accounting Pronouncements
In
August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts
in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”) which simplifies the accounting for convertible
instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for
convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition was permissible
for the adoption of this standard. Update No. 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim
periods within those fiscal years. Early adoption was permitted no earlier than the fiscal year beginning after December 15, 2020. The
Company has not adopted ASU 2020-06 during the year 2021 and is evaluating the impact of implementation on its financial statements,
if any.
All
other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company.
NOTE
3 - ACQUISITIONS
2019
Reverse Merger with Oncotelic
The
Company completed the merger with Oncotelic Inc. (“Merger”) in 2019. For more details, refer to our annual report
on Form 10-K for the fiscal year 2020 filed by the Company on April 15, 2021.
2019
Merger with PointR
The
Company completed the merger with PointR Data Inc (“PointR Merger”) in 2019. For more details, refer to our
annual report on Form 10-K for the fiscal year 2020 filed by the Company on April 15, 2021.
NOTE
4 – GOODWILL AND INTANGIBLE ASSETS
Goodwill
The
Company completed the Merger, which gave rise to Goodwill of $4,879,999. Further, the Company added goodwill of $16,182,456 upon the
completion of the PointR Merger. In general, goodwill is tested on an annual impairment date of December 31. However, since both assets
are currently being developed for various cancer and COVID-19 therapies, the Company does not believe the there are any factors or indications
that the goodwill is impaired.
Intangible
Assets
In
April 2018, Oncotelic Inc. entered into an Assignment and Assumption Agreement (the “Assignment Agreement”) with Autotelic
Inc., an affiliate company, and Autotelic LLC, an affiliate company, pursuant to which Oncotelic acquired the rights to all intellectual
property (“IP”) related to a patented product. As consideration for the Assignment Agreement, Oncotelic Inc. issued
204,798 shares of its Common Stock for a value of $819,191. The Assignment Agreement also provides that Oncotelic Inc. shall be responsible
for all costs related to the IP, including development and maintenance, going forward.
The
following table summarizes the balances as of December 31, 2021 and 2020, respectively, of the intangible assets acquired, their useful
life, and annual amortization:
SCHEDULE OF INTANGIBLE ASSETS
| |
December
31, 2021 | | |
Remaining Estimated
Useful Life (Years) | |
Intangible
asset – Intellectual Property | |
$ | 819,191 | | |
| 17.00 | |
Intangible
asset – Capitalization of license cost | |
| 190,989 | | |
| 17.00 | |
| |
| 1,010,180 | | |
| | |
Less
Accumulated Amortization | |
| (188,339 | ) | |
| | |
Total | |
$ | 821,841 | | |
| | |
| |
December
31, 2020 | | |
Remaining Estimated
Useful Life (Years) | |
Intangible
asset – Intellectual Property | |
$ | 819,191 | | |
| 18.00 | |
Intangible
asset – Capitalization of license cost | |
| 190,989 | | |
| 18.00 | |
| |
| 1,010,180 | | |
| | |
Less
Accumulated Amortization | |
| (136,974 | ) | |
| | |
Total | |
$ | 873,206 | | |
| | |
Amortization
of identifiable intangible assets for the year ended December 31, 2021 and 2020 was $51,365 and $51,366, respectively.
The
future yearly amortization expense over the next five years and thereafter are as follows:
SCHEDULE OF AMORTIZATION OF EXPENSE FOR INTANGIBLE ASSETS
For
the years ended December 31, |
2022 | |
| 51,365 | |
2023 | |
| 51,365 | |
2024 | |
| 51,365 | |
2025 | |
| 51,365 | |
2026 | |
| 51,365 | |
Thereafter | |
| 565,016 | |
| |
$ | 821,841 | |
In-Process
Research & Development (“IPR&D”) Summary
The
IPR&D assets were acquired in the PointR Merger during the year ended December 31, 2019. Since January 2021, the Company has determined
that the IPR&D should be reported as an indefinitely lived asset and therefore will evaluate, on an annual basis, for any impairment
on the IPR&D and will record an impairment if identified. The balance of IPR&D as of December 31, 2021 and December 31, 2020
was $1,101,760.
NOTE
5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts
payable and accrued expense consists of the following amounts:
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES
| |
December 31,
2021 | | |
December 31,
2020 | |
| |
| | |
| |
Accounts
payable | |
$ | 1,927,749 | | |
$ | 1,937,419 | |
Accrued
expenses | |
| 1,164,974 | | |
| 798,386 | |
Accounts
payable and accrued liabilities | |
$ | 3,092,723 | | |
$ | 2,735,805 | |
| |
December 31,
2021 | | |
December 31,
2020 | |
| |
| | | |
| | |
Accounts
payable – related party | |
$ | 403,423 | | |
$ | 391,631 | |
NOTE
6 – CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT
As
of December 31, 2021, special purchase agreements (SPAs) with convertible debentures and notes, net of debt discount and including accrued
interest, if any, consist of the following amounts:
SCHEDULE OF CONVERTIBLE DEBENTURES
| |
December
31,
2021 | |
Convertible
debentures | |
| | |
10%
Convertible note payable, due April 23, 2022 – Bridge Investor | |
| 31,167 | |
10%
Convertible note payable, due April 23, 2022 – Related Party | |
| 144,951 | |
10%
Convertible note payable, due August 6, 2022 – Bridge Investor | |
| 188,319 | |
| |
| 364,437 | |
Fall
2019 Notes | |
| | |
5%
Convertible note payable – Stephen Boesch | |
| 118,958 | |
5%
Convertible note payable – Related Party | |
| 276,233 | |
5%
Convertible note payable – Dr. Sanjay Jha (Through his family trust) | |
| 275,753 | |
5%
Convertible note payable – CEO, CTO* & CFO– Related Parties | |
| 90,357 | |
5%
Convertible note payable – Bridge Investors | |
| 185,122 | |
| |
| 946,423 | |
| |
| | |
August
2021 Convertible Notes | |
| | |
5%
Convertible note – Autotelic Inc– Related Party | |
| 256,634 | |
5%
Convertible note – Bridge investors | |
| 381,123 | |
5%
Convertible note – CFO – Related Party | |
| 76,531 | |
| |
| 714,288 | |
| |
| | |
Other
Debt | |
| | |
Short
term debt from CEO | |
| 20,000 | |
Short
term debt – Bridge investors | |
| 265,000 | |
Short
term debt from CFO – Related Party | |
| 45,050 | |
Short
term debt – Autotelic Inc– Related Party | |
| 20,000 | |
Accrued
Interest on Loans | |
| 9,212 | |
| |
| 359,262 | |
Total
of debentures, notes and other debt | |
$ | 2,384,410 | |
* |
The CTO was a related
party till July 2021, when he resigned as the CTO due to health reasons. |
As
of December 31, 2020, convertible debentures and notes, net of debt discount, consist of the following amounts:
| |
December 31,
2020 | |
Convertible
debentures | |
| | |
10%
Convertible note payable, due June 12, 2022 – Peak One | |
$ | - | |
10%
Convertible note payable, due April 23, 2022 - TFK | |
| 39,065 | |
10%
Convertible note payable, due April 23, 2022 – Related Party | |
| 14,256 | |
10%
Convertible note payable, due April 23, 2022 – Bridge Investor | |
| 69,848 | |
10%
Convertible note payable, due August 6, 2022 – Bridge Investor | |
| 168,421 | |
| |
| 291,590 | |
Fall
2019 Notes | |
| | |
5%
Convertible note payable – Stephen Boesch | |
| 213,046 | |
5%
Convertible note payable – Related Party | |
| 263,733 | |
5%
Convertible note payable – Dr. Sanjay Jha (Through his family trust) | |
| 263,253 | |
5%
Convertible note payable – CEO, CTO & CFO – Related Parties | |
| 86,257 | |
5%
Convertible note payable – Bridge Investors | |
| 176,722 | |
| |
| 1,003,011 | |
Other
Debt | |
| | |
Short
term debt from CFO – Related Party | |
| 25,000 | |
Short
term debt from CEO – Related Party | |
| 20,000 | |
Other
short term debt – Bridge Investor | |
| 50,000 | |
| |
| 95,000 | |
Total
of debentures, notes and other debt | |
$ | 1,389,601 | |
The
gross principal balances on the convertible debentures listed above totaled $1,000,000 and included an initial debt discount totaling
$800,140, resulting from the recording of the original issue discount, the related financing costs, the beneficial conversion feature
(“BCF”) for the intrinsic value of the non-bifurcated conversion option and the restricted shares issued contemporaneously
with the convertible notes.
Total
amortization expense related to these debt discounts was $139,417 and $732,767 for the years ended December 31, 2021 and 2020, respectively.
In addition, during the year ended December 31, 2021 and 2020, we recorded additional and accelerated amortization of debt discounts,
which was created from the bifurcation of the conversion option related the host hybrid instruments of $24,491 and $332,351 upon the
partial and/or full conversion of debt by Peak One and TFK to shares of the Company’s common stock. The total unamortized debt
discount at December 31, 2021 and 2020, was approximately $35,564 and $200,205.
All
the above notes issued to Peak One, TFK, our CEO and the bridge investors reached the 180 days during the year ended December 31, 2020.
As such, all the note holders had the ability to convert that debt into equity at the variable conversion price of 65% of the Company’s
lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company’s traded stock price under
certain circumstances. This gave rise to a derivative
liability for the debt instrument. As of December 31, 2020, we had a derivative liability of approximately $777,000.
The Company decreased the fair value of the derivative liability by approximately $292,000
during the year ended December 31, 2021.
The Company also extinguished approximately $145,000
of derivative liability following the conversion
of certain notes to the Company’s common stock during the year ended December 31, 2021.
The
Company recorded additional derivative liability of approximately $870,000 during the year ended December 31, 2020 since the conversion
option attached to certain notes became convertible into a variable number of shares of our common stock. The Company also extinguished
approximately $679,000 of derivative liability following the conversion of certain notes to the Company’s common stock during the
year ended December 31, 2020. Following the recognition as derivative liability of the embedded conversion options, the Company fully
amortized the remaining unamortized beneficial conversion feature for approximately $232,000, recorded an initial $258,070 from the initial
recognition of the debt discount following the bifurcation of the embedded conversion option. As of December 31, 2021 and 2020, the Company
had a derivative liability of approximately $338,000 and $777,000, respectively and a change in fair value of approximately $295,000
and $45,100, respectively.
Bridge
Financing
Peak
One Financing
On
April 17, 2019, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Peak One
Opportunity Fund, L.P. (the “Buyer”, “Peak One”), for a commitment to purchase convertible notes
in the aggregate amount of $400,000, pursuant to which, for an aggregate purchase price of $400,000, the Buyer purchased (a) Tranche
#1 in the form of a Convertible Promissory Note in the principal amount of $200,000 (the “Convertible Note”) and (b)
350,000 restricted shares of the Company’s Common Stock (the “Shares”) (the “Purchase and Sale Transaction”).
The Company used the net proceeds from the Purchase and Sale Transaction for working capital and general corporate purposes.
The
Convertible Note has a principal balance of $200,000,
including a 10%$
OID of $20,000
and $5,000
in debt issuance costs, receiving net proceeds
of $175,000,
with a maturity date of April
23, 2022. Upon
the occurrence of certain events of default, the Buyer, amongst other remedies, has the right to charge a penalty in a range of 18% to
40% dependent on the specific default event.
Amounts due under the Convertible Note may also be converted into shares (the “Tranche #1 Conversion Shares”) of the
Company’s Common Stock at any time, at the option of the holder, at (i) a conversion price, during the first 180 days, of $0.10
per share (the “Fixed Price”), and then (2) at the lower of the Fixed Price or 65% of the Company’s lowest traded
price after the first 180 days or at the lower of the Fixed Price or 55% of the Company’s traded stock price under certain circumstances.
The Company has agreed to at all times, reserve and keep available out of its authorized Common Stock a number of shares equal to at
least two times the full number of the Tranche #1 Conversion Shares. The Company may redeem the Convertible Note at rates of 110% to
140% over the principal balance dependent on certain events and redeem the value with accrued interest thereon, if any.
The
issuance of the Convertible Note resulted in a discount from the beneficial conversion feature totaling $84,570, including $52,285 related
to the beneficial conversion feature and a discount from the issuance of restricted stock of 350,000 shares for $32,285. Total amortization
of these OID and debt issuance cost discounts totaled $84,376 for the year ended December 31, 2020. Total unamortized discount on this
note was $0 as of December 31, 2020.
In
June, 2019, the Company entered into an amendment of the Purchase Agreement (“Amendment #1”) in connection with the
draw-down of the second tranche, and to provide for additional borrowing capacity under that agreement. Amendment #1 increased the borrowing
amount up to $600,000, adding the ability to borrow an additional $200,000 in a third tranche.
In
June, 2019, the Buyer purchased Convertible Note Tranche #2 (“Tranche #2”) totaling $200,000, including a 10% OID
of $20,000 and a $1,000 debt issuance cost, receiving net proceeds of $179,000 against the April 17, 2019, Purchase Agreement with Peak
One, with a maturity date of June 12, 2022. Amounts due under Tranche #2 are convertible at the same terms as Tranche #1 above.
In
November, 2019, the Company and Peak One amended the Convertible Note under Tranche #1 to extend the date of conversion of the Convertible
Note into Common Stock of the Company at 65% of the traded price of the Company’s Common Stock until January 8, 2020. This amendment
put a temporary hold on Peak One to convert the debt under Tranche 1. This restriction did not apply if Peak One opted to convert the
Convertible Note at $0.10. The Company compensated Peak One 300,000 shares of the Company’s Common Stock for delaying the conversion
until January 18, 2020. Such shares were issued to Peak One on November 14, 2019. Non-cash compensation expense of $60,000 was recorded
for such issuance.
Peak
One converted $200,000
of Tranche #1 out of their total debt into 2,581,945
shares of the Company during the year ended December 31, 2020. Further, Peak One converted $200,000
of Tranche #2 of their total debt into 2,000,000
shares of the Company during the year ended December 31, 2020. As such, the total outstanding debt for Peak One was $0
as of December 31, 2020.
The
issuance of Tranche #2 resulted in a discount from the beneficial conversion feature totaling $180,000, including $132,091 related to
the conversion feature and a discount from the issuance of restricted stock of 350,000 shares for $47,909. Total amortization of these
OID and debt issuance cost discounts totaled $37,046 for the year ended December 31, 2019. Total unamortized discount on this note was
$163,954 as of December 31, 2019. Total amortization of these OID and debt issuance cost discounts totaled $55,208 for the twelve months
ended December 31, 2020. Total unamortized discount on this note was $108,746 as of December 31, 2020.
TFK
Financing
On
April 23, 2019, the Company, entered into a Convertible Note (the “TFK Note”) with TFK Investments, LLC (“TFK”).
The TFK Note has a principal balance of $200,000, including a 10% OID of $20,000 and $5,000 in debt issuance costs, receiving net proceeds
of $175,000, with a maturity date of April 23, 2022. Upon the occurrence of certain events of default, the Buyer, amongst other remedies,
has the right to charge a penalty in a range of 18% to 40% dependent on the specific default event. Amounts due under the Convertible
Note may also be converted into shares (the “TFK Conversion Shares”) of the Company’s Common Stock at any time,
at (i) a conversion price, during the first 180 days, of $0.10 per share (the “Fixed Price”), and then (2) at the lower of
the Fixed Price or 65% of the Company’s lowest traded price after the first 180 days or at the lower of the Fixed Price or 55%
of the Company’s traded stock price under certain circumstances. The Company has agreed to at all times reserve and keep available
out of its authorized Common Stock a number of shares equal to at least two times the full number of the TFK Conversion Shares. The Company
may redeem the Convertible Note at rates of 110% to 140% rates over the principal balance dependent on certain events and redeem the
value with accrued interest thereon, if any.
The
issuance of the TFK Note resulted in a discount from the beneficial conversion feature totaling $84,570, including $52,285 related to
the beneficial conversion feature and a discount from the issuance of restricted, stock of 350,000 shares for $32,285. Total amortization
of these OID and debt issuance cost discounts totaled $3,015 and $81,362 for the year ended December 31, 2021 and 2020. Total unamortized
discount on this note was $0 and $3,015 as of December 31, 2021 and 2020.
In
November 2019, the Company and TFK amended the TFK Convertible Note to extend the date of conversion of the Convertible Note into Common
Stock of the Company at 65% of the traded price of the Company’s Common Stock until January 8, 2020. This restriction did not apply
if TFK wished to convert the Convertible Note at $0.10 per share. The Company compensated TFK 300,000 shares of the Company’s Common
Stock for delaying the conversion until January 8, 2020. Such shares were issued to TFK on November 14, 2019. Non-cash compensation expense
of $60,000 was recorded for such issuance.
TFK
converted $133,430 of
their total debt into 1,950,000 shares
of common stock of the Company during the year ended December 31, 2020. As such, the total gross outstanding debt for TFK was
approximately $67,000 as
of December 31, 2020. TFK had a balance of approximately $109,000 related
to the derivative liability as of December 31, 2020. During the year ended December 31, 2021, the Company recorded
approximately $38,000 as
an increase in fair value for the derivative liability, leaving a balance associated with TFK of approximately $145,000 of
derivative liability. During the year ended December 31, 2021, TFK converted their remaining debt balance of approximately
$65,000
into 657,200
shares of common stock. In connection with the conversion, the Company reclassified $145,000
of derivative liability to equity. The balance outstanding on the TFK debt amounted to $0
at December 31, 2021.
Notes
with a Related Party and Bridge Investor
In
April 2019, the Company entered into a Securities Purchase Agreement (the “Bridge SPA”) with our CEO, a related
party, and the Bridge Investor with a commitment to purchase convertible notes in the aggregate of $400,000.
In
April 2019, the Company entered into a convertible note with our Chief Executive Officer, Vuong Trieu, Ph. D. (the “Trieu Note”).
The Trieu Note has a principal balance of $164,444, including a 10% OID of $16,444, resulting in net proceeds of $148,000, with a maturity
date of April 23, 2022. Upon the occurrence of certain events of default, the Buyer, amongst other remedies, has the right to charge
a penalty in a range of 18% to 40% dependent on the specific default event. Amounts due under the Convertible Note may also be converted
into shares (the “Trieu Conversion Shares”) of the Company’s Common Stock at any time, at the option of the
holder, at a conversion price of $0.10 per share (the “Fixed Price”), at the lower of the Fixed Price or 65% of the
Company’s lowest traded price after the 180th day or at the lower of the Fixed Price or 55% of the Company’s traded
stock price under certain circumstances. The Company has agreed to at all times reserve and keep available out of its authorized Common
Stock a number of shares equal to at least two times the full number of Conversion Shares. The Company may redeem the Convertible Note
at rates of 110% to 140% rates over the principal balance dependent on certain events and redeem the value with accrued interest thereon,
if any.
The
issuance of the Trieu Note resulted in a discount from the beneficial conversion feature totaling $131,555
related to the conversion feature. Total amortization
of the 10% OID discount and beneficial conversion feature totaled $75,103
and $5,464
for the year ended December 31, 2021 and 2020.
Total unamortized discount on this note was $19,493
and $7,199
as of December 31, 2021 and 2020.
On
April 23, 2019, pursuant to the Bridge SPA the Company entered into Convertible Note Tranche #1 (“Tranche #1”) with
the Bridge Investor. Tranche #1 has a principal balance of $35,556, an OID of $3,556, resulting in net proceeds of $32,000, with a maturity
date of April 23, 2022. Upon the occurrence of certain events of default, the Buyer, among other remedies, has the right to charge a
penalty in a range of 18% to 40% dependent on the specific default event. Amounts due under Tranche #1 may also be converted into shares
(the “Bridge SPA Conversion Shares”) of the Company’s Common Stock at any time, at (i) a conversion price, during
the first 180 days, of $0.10 per share (the “Fixed Price”), and then (2) at the lower of the Fixed Price or 65% of
the Company’s lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company’s traded
stock price under certain circumstances. The Company may redeem the Convertible Note at rates of 110% to 140% rates over the principal
balance dependent on certain events and redeem the value with accrued interest thereon, if any.
The
issuance of the note resulted in a discount from the beneficial conversion feature totaling $28,445.
Total amortization of the OID and discount totaled $16,911
and $1,344
for
the year ended December 31, 2021 and 2020. Total unamortized discount on this note was $4,389
and
$1,393
as
of December 31, 2021 and 2020.
On
August 6, 2019, pursuant to the Bridge SPA the Company entered into Convertible Note Tranche #2 (“Tranche #2”) with
the Bridge Investor. Tranche #2 has a principal balance of $200,000, an OID of $20,000 and debt issuance costs of $5,000, resulting in
net proceeds of $175,000, with a maturity date of August 6, 2022. Upon the occurrence of certain events of default, the Buyer, among
other remedies, has the right to charge a penalty in a range of 18% to 40% dependent on the specific default event. Amounts due under
Tranche #1 may also be converted into Bridge Conversion Shares of the Company’s Common Stock at any time, at the option of the
holder, at a conversion price equal to the Fixed Price, at the lower of the Fixed Price or 65% of the Company’s lowest traded price
after the 180th day or at the lower of the Fixed Price or 55% of the Company’s traded stock price under certain circumstances.
The Company may redeem the Convertible Note at rates of 110% to 140% rates over the principal balance dependent on certain events and
redeem the value with accrued interest thereon, if any.
The
issuance of the note resulted in a discount from the beneficial conversion feature totaling $175,000.
Total amortization of the OID and discount totaled $19,898
and $159,860
for the year ended December 31, 2021 and 2020.
Total unamortized discount on this note was $11,681
and $13,315
as of December 31, 2021 and 2020.
All
the above notes issued to Peak One, TFK, our CEO and the bridge investors reached the 180 days prior to the end of the year ended December
31, 2020. As such, all the note holders had the ability to convert that debt into equity at the variable conversion price of 65% of the
Company’s lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company’s traded
stock price under certain circumstances. As of December 31, 2021, Peak One and TFK had fully converted their notes.
Fall
2019 Debt Financing
In
December 2019, the Company closed its Fall 2019 Debt Financing, raising an additional $500,000
bringing the gross proceeds of all debt financings
under the Fall 2019 Debt Financing to $1,000,000.
The Company entered into those certain Note Purchase Agreements (the “Fall 2019 Note Purchase Agreements”) with certain
accredited investors and the officers of the Company for the sale of convertible promissory notes (the “Fall 2019 Notes”).
The Company completed the initial closing under the Fall 2019 Note Purchase Agreements in November 2019. The Company issued Fall 2019
Notes in the principal amount of $250,000
to each of Dr. Vuong Trieu, the Company’s
Chief Executive Officer, and Stephen Boesch, in exchange for gross proceeds of $500,000.
In connection with the second and final closing of the Fall 2019 Debt Financing, the Company issued Fall 2019 Notes to additional investors
including $250,000
to Dr. Sanjay Jha, through his family trust,
the former CEO of Motorola and COO/President of Qualcomm. The Company also offset certain amounts due to Dr. Vuong Trieu, the Company’s
Chief Executive Officer, Chulho Park, the Company’s Chief Technology Officer, and Amit Shah, the Company’s Chief Financial
Officer, all related parties as Officers of the Company, and converted such amounts due into the Fall 2019 Notes. $35,000
due to Dr. Vuong Trieu, $27,000
due to Chulho Park and $20,000
due to Amit Shah were converted into debt. The
Company also issued the Fall 2019 Notes of $168,000
to two accredited investors. The
Company repaid $0 and
$100,000 of
principal in the three and twelve ended December 31, 2021. The total unamortized principal amount of the Fall 2019 Notes was $850,000
and $950,000
as of December 31, 2021 and 2020, respectively.
All
the Fall 2019 Notes provided for interest at the rate of 5%
per annum and are unsecured. All amounts outstanding under the Fall 2019 Notes became due and payable upon the approval of the holders
of a majority of the principal amount of outstanding Fall 2019 Notes (the “Majority Holders”) on or after (a) November
23, 2020 or (b) the occurrence of an event of default (either, the “Maturity Date”). The Majority Holders have
waived the default in the maturity of the Fall 2019 Notes and as such there is no event of default. The Company had the option to
prepay the Fall 2019 Notes at any time. Events of default under the Fall 2019 Notes included failure to make payments under the Fall
2019 Notes within thirty (30) days of the date due, failure to observe of the Fall 2019 Note Purchase Agreement or Fall 2019 Notes which
is not cured within thirty (30) days of notice of the breach, bankruptcy, or a change in control of the Company (as defined in the Fall
2019 Note Purchase Agreement).
The
Majority Holders had the right, at any time not more than five (5) days following the Maturity Date, to elect to convert all, and not
less than all, of the outstanding accrued and unpaid interest and principal on the Fall 2019 Notes. The Fall 2019 Notes may be converted,
at the election of the Majority Holders, either (a) into shares of the Company’s Common Stock at a conversion price of $0.18 per
share, or (b) into shares of common stock of the Edgepoint, at a conversion price of $5.00 (based on a $5.0 million pre-money valuation)
of Edgepoint and 1,000,000 shares outstanding. The issuance of the Fall 2019 notes resulted in a discount from the BCF totaling $222,222
related to the conversion feature. Total amortization of the discount totaled $0 and $200,000 for the year ended December 31, 2021 and
2020. Total unamortized discount on this note was $0 as of December 31, 2021 and 2020.
Further,
the Company recorded interest expense of $43,412 and $49,142 on these Fall 2019 Notes for the year ended December 31, 2021 and 2020.
The total amount outstanding under the Fall 2019 Notes, net of discounts and including accrued interest thereon, as of December 31, 2021
and 2020 was $946,424 and $1,003,011, respectively.
Geneva
Roth Remark Notes
In
May and June 2021, the Company entered into Securities Purchase Agreement with Geneva Roth Remark Holdings Inc. (“Geneva”),
whereby the Company issued two convertible notes in the aggregate principal amount of $307,500 convertible into shares of common stock
of the Company with additional tranches of financing of up to $1,200,000 in the aggregate term of the note. The convertible notes carry
a six (6%) percent coupon and a default coupon of 22%, and both mature one year from issuance. Geneva has the right from time to time,
and at any time during the period beginning on the date which is one hundred eighty (180) days following issuance date and ending on
the maturity date to convert all or any part of the outstanding and unpaid amount of the note into the Company’s common stock at
a conversion price established at sixty five (65%) percent multiplied by the lowest two (2) daily volume weighted average price over
the fifteen (15) consecutive trading days. The convertible notes carry a put feature, at the option of Geneva, whereby upon the occurrence
of certain events of default, the convertible notes repayment should be accelerated, in the amount of principal plus accrued but unpaid
interest plus default interest, in cash with premium.
The
notes were prepaid in December 2021 and the Company recorded interest expense, including prepayment penalty of $75,195.
There was no similar expense recorded in 2020. The total amount outstanding under the Geneva Notes as of December 31, 2021was $0.
Paycheck
Protection Program
In
April 2020, the Company received loan proceeds in the amount of $250,000 under the Paycheck Protection Program (“1st PPP”)
which was established under the Coronavirus Aid, Relief and Economic Security (“CARES”) Act and is administered by
the Small Business Administration (“SBA”). The 1st PPP provides loans to qualifying businesses in amounts
up to 2.5 times the average monthly payroll expenses and was designed to provide direct financial incentive to qualifying businesses
to keep their workforce employed during the Coronavirus crisis. The Payment Protection Plan loans (“PPP Loans”) are
uncollateralized and guaranteed by the SBA and forgivable after a “covered period” (8 weeks or 24 weeks) as long as the borrower
maintained its payroll levels and uses the loan proceeds for eligible expenses, including payroll, benefits, mortgage interest, rent
and utilities. The forgiveness amount would be reduced if the borrower terminated employees or reduced salaries and wages more than 25%
during the covered period. Any unforgiven portion was payable over 2 years if issued before, or 5 years if issued after, June 5, 2020
at an interest rate of 1% with payments deferred until the SBA remits the borrowers loan forgiveness amount to the lender, or if the
borrower did not apply for forgiveness, 10 months after the covered period. PPP loans provide for customary events of default, including
payment defaults, breach of representations and warranties, and insolvency events and may be accelerated upon occurrence of one or more
of these events of default. Additionally, the PPP Loans do not include prepayment penalties.
The
Company met the 1st PPP loan forgiveness requirements and on August 7, 2021 applied for forgiveness. On Aug 17, 2021, the
Company received the 1st PPP loan forgiveness approval from the lender and wrote off the loan outstanding amount inclusive
of interest accrued, in the amount of $253,347. The Company recorded the amount forgiven as forgiveness income within the other income
(expense) section of its statement of operations. The balance outstanding on 1st PPP loan, inclusive of accrued interest,
was $0 and $251,733 on December 31, 2021 and December 31, 2020, respectively.
In
July 2021, the Company’s wholly owned subsidiary, PointR, received loan proceeds in the amount of $92,995 under the PPP (“2nd
PPP”). The 2nd PPP was at terms similar to the 1st PPP. The Company met the 2nd PPP
loan forgiveness requirements and received the 2nd PPP loan forgiveness approval from the lender on December 8, 2021 and wrote
off the loan outstanding amount inclusive of interest accrued, in the amount of $93,413. The Company recorded the amount forgiven as
forgiveness income within the other income (expense) section of its statement of operations. The balance outstanding on the 2nd
PPP loan was $0 and $0 on December 31, 2021 and 2020, respectively
The
SBA reserves the right to audit any PPP loan, regardless of size. These audits may occur after the forgiveness has been granted. In accordance
with the CARES Act, all borrowers are required to maintain their PPP loan documentation for six years after the loan was forgiven or
repaid in full and to provide that documentation to the SBA upon request.
GMP
Notes
In
June 2020, the Company secured $2 million
in debt financing, evidenced by a one-year convertible
note (the “GMP Note”) from GMP, to conduct a clinical trial evaluating OT-101 against COVID-19 bearing 2%
annual interest, and is personally guaranteed by Dr. Vuong Trieu, the Chief Executive Officer of the Company. The GMP Note is
convertible into the Company’s Common Stock upon the GMP Note’s maturity of the GMP Note, at the Company’s Common
Stock price on the date of conversion with no discount. GMP has waived the default in the maturity of the GMP Note and as
such there is no event of default and also agreed to extend the date of maturity of the GMP Note to June 30, 2022. GMP does not
have the option to convert prior to the GMP Note’s maturity. Such financing will be utilized solely to fund the clinical
trial. The Company’s liability under GMP Note commenced to accrue when GMP first began to pay for services related to the
clinical trial to our third-party clinical research organization, up to a maximum of $2 million.
GMP has been invoiced by the clinical research organization for the full $2 million
as of December 31, 2021 and as such the Company has recognized the liability as a convertible debt.
In
September 2021, the Company secured a further $1.5 million in debt financing, evidenced by a one-year convertible note (the “GMP
Note 2”) from GMP, to fund the same clinical trial evaluating OT-101 against COVID-19 bearing 2% annual interest. The GMP Note
is convertible into the Company’s Common Stock upon the GMP Note 2’s maturity one year from the date of the GMP Note 2, at
the Company’s Common Stock price on the date of conversion with no discount. GMP does not have the option to convert prior to the
GMP Note 2’s maturity at the end of one year. Such financing will be utilized solely to fund the clinical trial. As of September
30, 2021, GMP was invoiced by the clinical research organization for $0.5 million. GMP paid the clinical trial organization the first
tranche of $0.5 million in October 2021.
In
October 2021, the Company entered into an Unsecured Convertible Note Purchase Agreement (the “October Purchase Agreement”)
with GMP, pursuant to which the Company issued a convertible promissory note in the aggregate principal amount of $0.5 million (the “October
2021 Note”), which October 2021 Note is convertible into shares of the Company’s Common Stock.
The
GMP Note 2 and the October 2021 Note carries an interest rate of 2% per annum and matures on the earlier of (a) the one-year anniversary
of the date of the Purchase Agreement, or (b) the acceleration of the maturity by GMP upon occurrence of an Event of Default (as defined
below). The GMP Note 2 and October 2021 Note contains a voluntary conversion mechanism whereby GMP may convert the outstanding principal
and accrued interest under the terms of the GMP Note 2 and October 2021 Note into shares of Common Stock (the “Conversion Shares”),
at the consolidated closing bid price of the Company’s Common Stock on the applicable OTC Market as of the date the Company receives
a Notice of Conversion from GMP. Prepayment of the GMP Note 2 and October 2021 Note may be made at any time by payment of the outstanding
principal amount plus accrued and unpaid interest. The October Note contains customary events of default (each an “Event of
Default”). If an Event of Default occurs, at GMP’s election, the outstanding principal amount of the GMP Note 2 and October
2021 Note, plus accrued but unpaid interest, will become immediately due and payable in cash. The October Purchase Agreement requires
the Company to use of the proceeds received under the October 2021 Note to support the clinical development of OT-101, including payroll
and has been made in continuation of the relationship between the Company and GMP.
The
total principal outstanding on all the GMP notes, inclusive of accrued interest, was $4,069,781
and $2,060,493
as of
December 31, 2021 and 2020, respectively.
August
2021 Convertible Notes
In
August 2021, the Company entered into Note Purchase Agreements with Autotelic - a related party, our CFO – a related
party, and certain accredited investors (the “August 2021 investors”), whereby the Company issued four convertible
notes in the aggregate principal amount of $698,500
convertible into shares of common stock of the
Company for net proceeds of $690,825.
The
convertible notes carry a five (5%) percent coupon and mature one year from issuance.
The majority of the August 2021 investors have the right, but not the obligation, not more than five days following the maturity date,
to convert all, but not less than all, the outstanding and unpaid principal plus accrued interest into the Company’s common stock,
at a conversion price of $0.18.
The Company determined that the economic characteristics and risks of the embedded conversion option are not clearly and closely related
to the economic characteristics and risks of the debt host instrument. Further, the Company determined that the embedded conversion feature
meets the definition of a derivative but met the scope exception to the derivative accounting required under ASC 815 for certain contracts
involving a reporting entity’s own equity.
As
of December 31, 2021 and 2020, convertible notes, net of debt discount, consist of the following amounts:
SCHEDULE
OF CONVERTIBLE NOTES
| |
December
31,
2021 | | |
December
31,
2020 | |
| |
| | |
| |
Autotelic
- related party convertible note, 5% coupon August 2022 | |
$ | 256,634 | | |
$ | - | |
CFO
convertible note – Related Party, 5% coupon August 2022 | |
| 76,531 | | |
| - | |
2
accredited investors convertible note, 5% coupon August 2022 | |
| 381,123 | | |
| - | |
Total | |
$ | 714,288 | | |
$ | - | |
During
the year ended December 31, 2021, the Company recognized approximately $16,000 of interest expense on the August 2021 Investors notes
of which approximately $6,600 are attributable to related parties. No similar expense was recorded on such notes during the same periods
of 2020.
November
– December 2021 Financing
In
November and December 2021, the Company entered into securities purchase agreement with five institutional investors, whereby the Company
issued five convertible notes in the aggregate principal amount of $1,250,000
convertible into shares of common stock of the
Company. The convertible notes carry a twelve (12%)
percent coupon and a default coupon of 16%
and mature at the earliest of one year from issuance or upon event of default. Investors has the right at any time following issuance
date to convert all or any part of the outstanding and unpaid amount of the note into the Company’s common stock at a conversion
price established at a fixed rate of $0.07.
The Company granted a total number of 9,615,385
warrants convertible into an equivalent number
of the Company common shares at a strike price of $0.13
up to five years after issuance. The Placement agent was also
granted a total amount of 961,540
as part of a finder’s fee agreement.
As
of December 31, 2021, and December 31, 2020, convertible notes under the November-December 2021 Financing, net of debt discount, consist
of the following amounts:
SCHEDULE
OF CONVERTIBLE NOTE
| |
December 31,
2021 | | |
December 31,
2020 | |
| |
| | |
| |
Mast
Hill Convertible note, 12% coupon November 21 | |
$ | 250,000 | | |
$ | - | |
Talos
Victory Convertible note, 12% coupon November 2021 | |
| 250,000 | | |
| - | |
First
Fire Global Opportunities LLC Convertible note, 12% coupon, December 2021 | |
| 250,000 | | |
| - | |
Blue
Lake Partners LLC Convertible note, 12% coupon, December 2021 | |
| 250,000 | | |
| - | |
Fourth
Man LLC Convertible note, 12% coupon December 2021 | |
| 250,000 | | |
| - | |
Convertible
notes, gross | |
$ | 1,250,000 | | |
$ | - | |
Less:
Debt discounts recorded | |
| (1,250,000 | ) | |
| - | |
Amortization
of debt discounts | |
| 76,994 | | |
| | |
Convertible
notes, net of discounts | |
$ | 76,994 | | |
| - | |
The
Company recognized approximately $10,300 and $0 of accrued interest during the year ended December 31, 2021, and 2020, respectively.
The Company recognized approximately $77,000 and $0 of interest expense attributable to the amortization of the debt discount from the
original debt discount, deferred financing costs, fair value allocated to the warrants and the beneficial conversion feature during the
year ended December 31, 2021, and 2020, respectively.
The Company recorded an
initial debt discount of approximately $0.3 million representing the intrinsic value of the conversion option embedded in the convertible
debt instrument based upon the difference between the fair value of the underlying common stock at the commitment date of the note transaction
and the effective conversion price embedded in the note. The Company recognized amortization expense related to the debt discount and
debt issuance costs of approximately $0.1 million for the year ended December 31, 2021, which is included in interest expense in the
consolidated statements of operations.
Other
short-term advances
As
of December 31, 2021, other short-term advances consist of the following amounts obtained from various employees and related parties:
SCHEDULE OF SHORT-TERM LOANS
Other
Advances | |
December
31, 2021 | |
Short
term advance from CEO – Related Party | |
$ | 20,000 | |
Short
term advances – bridge investors | |
| 265,000 | |
Short
term advances from CFO – Related Party | |
| 45,050 | |
Short
term advance – Autotelic Inc. – Related Party | |
| 20,000 | |
Accrued
Interest on advances | |
| 9,212 | |
Total | |
$ | 359,262 | |
During
the year ended December 31, 2020, the Company’s CEO provided additional funding of $70,000
to the Company, of which $50,000
was repaid before December 31, 2020. As such,
$20,000
and $70,000
was outstanding at December 31, 2021 and December 31, 2020, respectively.
During
the year ended December 31, 2021, Autotelic Inc. provided a short-term funding of $120,000
to the Company, which was repaid in 2021.
In May 2021, Autotelic provided an additional short-term funding of $250,000
to the Company, which was converted into the
August 2021 Notes. Autotelic provided an additional $20,000
short-term loan to the Company, and as such,
$20,000
was outstanding and payable to Autotelic at December
31, 2021.
During the year ended
December 31, 2021, the Company’s CFO, a related Party, provided short term advances of approximately $45,000.
During the year ended December 31, 2020, the Company’s CFO had provided a short term advance of $25,000,
which was repaid during the year ended December 31, 2021. As such approximately $45,000
and $25,000 was outstanding at December 31, 2021 and December 31, 2020, respectively.
NOTE
7 - PRIVATE PLACEMENT AND JH DARBIE FINANCING
Since
July 2020 to March 2021, the Company entered into subscription agreements with certain accredited investors pursuant to the JH Darbie
Financing, whereby the Company issued and sold a total of 100 Units, for total gross proceeds of approximately $5 million, pursuant to
the JH Darbie Placement Agreement, with each Unit consisting of:
|
■ |
25,000
shares of Edgepoint Common Stock for a price of $1.00 per share of Edgepoint Common Stock. |
|
■ |
One
convertible promissory note, convertible into up to 25,000 shares of Edgepoint Common Stock, at a conversion price of $1.00 per share
or up to 138,889 shares of the Company’s Common Stock, at a conversion price of $0.18 per share. |
|
■ |
50,000
warrants to purchase an equivalent number of shares of Edgepoint Common Stock at $1.00 per share or an equivalent number of shares
of the Company’s Common Stock at $0.20 per share with a three-year expiration date. |
As
of December 31, 2021 and 2020, debt recorded under the JH Darbie Financing, net of debt discounts, consist of the following amounts:
SCHEDULE OF FUNDS RECEIVED UNDER THE SUBSCRIPTION AGREEMENT
| |
December
31, 2021 | | |
December
31, 2020 | |
Convertible
promissory notes | |
| | | |
| | |
Subscription
agreements - accredited investors | |
$ | 2,353,253 | | |
$ | 943,586 | |
Subscription
agreements – related party | |
| 109,046 | | |
| 67,992 | |
Total
convertible promissory notes | |
$ | 2,462,299 | | |
$ | 1,011,578 | |
The
Company incurred approximately $0.64 million of issuance costs, including legal costs of approximately $39,000, that are incremental
costs directly related to the issuance of the various instruments bundled in the offering.
Concurrently
with the sale of the Units, JH Darbie was granted, for nominal consideration, a warrant, exercisable over a five-year period, to purchase
10%
of the number of Units sold in the JH Darbie Financing. As such, the Company granted 10
Units to JH Darbie pursuant to the JH Darbie
Placement Agreement.
The
terms of convertible notes are summarized as follows:
|
■ |
Term:
Through March 31, 2022. |
|
■ |
Coupon:
16%. |
|
■ |
Convertible
at the option of the holder at any time in the Company’s Common Stock or Edgepoint Common Stock. |
|
■ |
The
conversion price is initially set at $0.18 per share for the Company’s Common Stock or $1.00 for Edgepoint Common Stock, subject
to adjustment. |
The Company allocated the
proceeds among the freestanding financial instruments that were issued in the single transaction using the relative fair value method,
which affects the determination of each financial instrument initial carrying amount. The Company utilized the relative fair value method
as none of the freestanding financial instruments issued as part of the single transaction are measured at fair value. Under the relative
fair value method, the Company made separate estimates of the fair value of each freestanding financial instrument and then allocated
the proceeds in proportion to those fair value amounts. The Company recorded aggregate non-controlling interests of approximately
$1.8 million in Edgepoint between 2021 and 2020. Non-controlling interests represent the portion of net assets in consolidated
entities that are not owned by the Company and are reported as a component of equity in the consolidated balance sheets.
As
of the multiple closings of the Company, during the year ended December 31, 2021, under the private placement memorandum with
JH Darbie, the estimated volume weighted grant date fair value of approximately $0.23
per share associated with the warrants to purchase
up to 2,035,000
shares of common stock issued in this offering,
or a total of approximately $0.5
million, was recorded to additional paid-in capital
on a relative fair value basis. All warrants sold in this offering had an exercise price of $0.20
per share of the Company stock or $1.00
per share of Edge Point, subject to adjustment,
are exercisable immediately and expire three
years from the date of issuance. The fair value
of the warrants was estimated using a Black Scholes valuation models using the following input values
SCHEDULE OF FAIR VALUE WARRANTS ESTIMATED USING BLACK SCHOLES VALUATION MODEL
Expected
Term | |
1.5
years | |
Expected
volatility | |
| 152.3%-164.8 | % |
Risk-free
interest rates | |
| 0.09%-0.11 | % |
Dividend
yields | |
| 0.00 | % |
As of the multiple closings
of the Company, during the year ended December 31, 2020, under the private placement memorandum with JH Darbie, the estimated grant date
fair value of approximately $0.18 per share associated with the warrants to purchase up to 3,465,000 shares of common stock issued in
this offering, or a total of approximately $0.4 million, was recorded to additional paid-in capital on a relative fair value basis. All
warrants sold in this offering had an exercise price of $0.20 per share of the Company stock or $1.00 per share of Edge Point, subject
to adjustment, are exercisable immediately and expire three years from the date of issuance. The fair value of the warrants was estimated
using a Black Scholes valuation models using the following input values.
The
Company recorded an initial debt discount of approximately $0.6 and $0.7
million during the years ended December 31,
2021 and 2020, respectively, representing the intrinsic value of the conversion option embedded in the convertible debt instrument
based upon the difference between the fair value of the underlying common stock at the commitment date of the note transaction and the
effective conversion price embedded in the note.
The
Company recognized amortization expense related to the debt discount and debt issuance costs of $1,229,865 and $412,318 for the years
ended December 31, 2021, and 2020, respectively, which is included in interest expense in the statements of operations.
In
June 2021, the Company executed amendment #4 to the private placement memorandum. Originally, the investor was granted 50,000
of the Company’s warrants to purchase an
equivalent number of shares of the Company’s common stock at a strike price of $0.20
or 50,000
warrants to purchase an equivalent number of
Edgepoint’s common share at strike price of $1.00.
However, the PPM was written in a way that the investor could only invest in $10,000
of common stock of the Company (50,000
shares of common stock at $0.20
per share) or $50,000
(50,000
shares of common stock in Edgepoint AI, Inc.
at $1.00
per share). In conjunction with amendment #4,
the Company approved the issuance of an additional 20,000,000
warrants to purchase shares of common stock of
the Company to the investors in the 100
Units and 2,000,000
warrants to purchase shares of common stock of
the Company to the Placement Agent at the same terms and conditions of the PPM. To clarify further, each unit will receive additional
200,000 warrants
to purchase an equivalent number of shares of the Company’s common stock at $0.20
per share, so as to make it overall 250,000
warrants to buy an equivalent number of shares
of the Company’s common stock, for which the investor would pay a total of $50,000
per unit invested upon exercise.
In
connection with the additional 22 million warrants issued by the Company pursuant to amendment #4, the Company recorded
a charge to earnings of approximately $2.0
million during the year ended December
31, 2021. No similar expense was recorded during the same period of 2020. The fair value of the warrants was estimated using a Black
Scholes valuation model using the following input values.
SCHEDULE
OF WARRANTS VALUATION INPUT
Expected Term | |
1-2
years | |
Expected
volatility | |
| 94.4%-130.0 | % |
Risk-free
interest rates | |
| 0.08%-0.25 | % |
Dividend
yields | |
| 0.00 | % |
In
February 2022, the Company and all except one of the Investors agreed to extend the maturity date of the Notes from March 31, 2022, to
March 31, 2023. In consideration for the extension of the Notes, the Company issued to the Investors an aggregate of 33,000,066 Oncotelic
Warrants at a price of $0.15 per share of Company’s Common Stock. Each Investor will be entitled to receive 333,334 Oncotelic Warrants
for each Unit purchased.
NOTE
8 - RELATED PARTY TRANSACTIONS
Master
Service Agreement with Autotelic Inc.
In
October 2015, Oncotelic Inc. entered into a Master Service Agreement (the “MSA”) with Autotelic Inc. (“Autotelic”),
a related party that is partly owned by Dr. Trieu. Dr. Trieu, a related party, is a control person in Autotelic. Autotelic currently
owns less than 10% of the Company. The MSA stated that Autotelic will provide business functions and services to the Company and allowed
Autotelic to charge the Company for these expenses paid on its behalf. The MSA includes personnel costs allocated based on amount of
time incurred and other services such as consultant fees, clinical studies, conferences and other operating expenses incurred on behalf
of the Company. The MSA requires a 90-day written termination notice in the event either party requires to terminate such services.
Expenses
related to the MSA were $276,763
and $629,617
for the years ended December 31, 2021 and 2020,
respectively. Amounts outstanding at the end of the year 2021 and 2020 were $269,872
and $0,
respectively.
In
September 2021, the Company entered into an exclusive License Agreement (the “Agreement”) with 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 would be entitled to earn the following milestone payments (collectively, the “Milestone Payments”).
SCHEDULE
OF RELATED PARTY LICENSE AGREEMENT
Milestones | |
Transaction
Value | | |
Actions |
| |
| | |
|
Tranche
1 | |
$ | 1,000,000 | | |
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. |
| |
| | | |
|
Tranche 2 | |
$ | 2,000,000 | | |
Upon
approval by the United States Food and Drug Administration of the Company’s 505(b)2 application for purposes of treating PD. |
| |
| | | |
|
Tranche 3 | |
$ | 2,000,000 | | |
Upon
first patient in (“FPI”) for any clinical trial supporting the use of AL-101 for the treatment of PD or ED. |
| |
| | | |
|
Tranche 4 | |
$ | 2,500,000 | | |
Upon
FPI for phase 2 clinical trials supporting the use of AL-101 to treat FSD. |
| |
| | | |
|
Tranche 5 | |
$ | 2,500,000 | | |
Upon
FPI for phase 3 clinical trials supporting the use of AL-101 to treat FSD |
| |
| | | |
|
Tranche 6 | |
$ | 10,000,000 | | |
Upon
Marketing approval for the use of AL-101 to treat PD. |
| |
| | | |
|
Tranche 7 | |
$ | 10,000,000 | | |
Upon
Marketing approval for the use of AL-101 to treat ED. |
| |
| | | |
|
Tranche 8 | |
$ | 10,000,000 | | |
Upon
Marketing approval for the use of AL-101 to treat FSD |
| |
| | | |
|
Tranche 9 | |
$ | 10,000,000 | | |
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. |
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.
Notes
Payable and Short-Term Loan – Related Party
In
April 2019, the Company issued a convertible note to Dr. Trieu totaling $164,444, including OID of $16,444, receiving net proceeds of
$148,000, which was used by the Company for working capital and general corporate purposes (See Note 6). The Company issued a Fall 2019
Note to Dr. Trieu in the principal amount of $250,000. Dr. Trieu also offset certain amounts due to him in the amount of $35,000 and
was converted into the Fall 2019 debt. During the year ended December 31, 2020, Dr. Trieu provided additional short-term funding of $70,000
to the Company, of which the Company repaid $50,000 prior to December 31, 2020. As such the Company owed $20,000 for the short term loan
as of December 31, 2021. During the year ended December 31, 2020, Dr. Trieu purchased a total of 5 Units under the private placement
for a gross total of $250,000.
During
the year ended December 31, 2021, Autotelic Inc, provided a short-term loan of $120,000
to the Company, which was repaid in April 2021.
During the year ended December 31, 2021, Autotelic Inc. provided a short-term loan of $250,000
to the Company, which was converted into the
August 2021 Convertible Note. Further, Autotelic Inc. provided a short term advance of $20,000 which was outstanding at December
31, 2021.
During
the year ended December 31, 2021, the CFO provided approximately $120,000 of short term advances to the Company, of which $75,000 was
converted into the August 2021 Note. During the year ended December 31, 2020, the CFO provided $25,000 of advances to the Company, which
were repaid during the year ended December 31, 2021. As such, the Company owed $20,000 under the Fall 2019 Notes, $75,000 under the August
2021 Notes and approximately $45,000 as short term advances as of December 31, 2021.
Artius
Consulting Agreement
On
March 9, 2020, the Company and Artius Bioconsulting, LLC (“Artius”), for which Mr. Steven King, our Board and Committee
member, is the Managing Member, entered into an amendment to that certain Consulting Agreement dated December 1, 2018 (the “Artius
Agreement”), under which Artius agreed to serve as a consultant to the Company for services related to the Company’s
business from time to time, effective December 1, 2019 (the “Artius Agreement Effective Date”). In connection with
the Artius Agreement, Mr. King also agreed to assist the Company with strategic advisory services with respect to transactional and operational
contracts, budgetary input, among other matters in connection with the development EdgePoint AI’s Artificial Intelligence and Blockchain
Driven Vision Systems, for which Mr. King serves as Chief Executive Officer.
Under
the terms of the Artius Agreement, the Company agreed to grant to Artius, subject to approval by the Company’s Board of Directors
and pursuant to the Company’s 2015 Equity Incentive Plan, 148,837 restricted shares of the Company’s Common Stock, in addition
to a 30% pre-financing ownership stake in EdgePoint AI. The Artius Agreement contemplates that Mr. King will generally provide his services
at a rate of $237 per hour, not to exceed 44 hours per month and payable monthly, and to reimburse Mr. King for reasonable and necessary
expenses incurred by him or Artius in connection with providing services to the Company.
Either
the Company or Artius may terminate the Artius Agreement at any time, for any reason following the Artius Agreement Effective Date. The
Artius Agreement will automatically renew one year from the Artius Agreement Effective Date, unless the Parties agree to terminate the
Artius Agreement at that time.
The
Company recorded $0 and $106,712 as expense during the year ended December 31, 2021 and 2020, respectively, related to this Agreement.
Maida
Consulting Agreement
Effective
May 5, 2020, the Company and Dr. Anthony Maida, one of our Board and Committee members, entered into an independent consulting agreement,
commencing April 1, 2020 (the “Maida Agreement”), under which Dr. Maida will assist the Company in providing medical
expertise and advice from time to time in the design, conduct and oversight of the Company’s existing and future clinical trials.
Pursuant
to the terms of the Maida Agreement, the Company will grant to Dr. Maida 400,000 restricted shares or stock options of the Company’s
Common Stock corresponding to $80,000 at the stock value of $0.20 per share, to vest on May 5, 2021. The Company will also pay Dr. Maida
$15,000 per month for a minimum of 20 hours per week, in in addition to reimbursement of reasonable and necessary expenses incurred by
Dr. Maida in connection with his services to the Company.
Either
the Company or Dr. Maida may terminate the Maida Agreement, for any reason, upon 30 days advance written notice.
Dr.
Maida was appointed the Chief Clinical Director for the Company effective July 7, 2020. As of the date of this Report, Dr. Maida continues
to provide his services under the consulting agreement.
The
Company recorded $215,000 and $135,000 as expense under the consulting agreement during the year ended December 31, 2021 and 2020 respectively.
NOTE
9 - EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT
On
May 3, 2021, the Company entered into an Equity Purchase Agreement (“EPL”) and Registration Rights Agreement with
Peak One Opportunity Fund LP (“Peak One” or the “Investor”). Under the terms of the EPL, the Company
issued 250,000 shares of Common Stock to Peak One. Further, under the terms of the EPL, Peak One agreed to purchase from the Company
up to $10,000,000 of the Company’s Common Stock upon effectiveness of a registration statement on Form S-1 filed with the U.S.
Securities and Exchange Commission and subject to certain limitations and conditions set forth in the Equity Purchase Agreement. The
Registration Rights Agreement provided that the Company would (i) file the Registration Statement with the SEC by July 2, 2021; and (ii)
use its best efforts to have the Registration Statement declared effective by the Commission at the earliest possible date (in any event,
within 90 days after the execution date of the definitive agreements). The Company filed a Registration Statement on Form S-1 with the
Commission on May 24, 2021, and the Form S-1 was declared effective on June 2, 2021.
Following
effectiveness of the Registration Statement, and subject to certain limitations and conditions set forth in the Equity Purchase Agreement,
the Company shall have the discretion to deliver put notices to the Investor and the Investor will be obligated to purchase shares of
the Company’s Common Stock based on the investment amount specified in each put notice. The minimum amount that the Company shall
be entitled to put to the Investor in each put notice is $20,000 and the maximum amount is up to the lesser of $1.0 million or two hundred
fifty percent (250%) of the average daily trading volume of the Company’s Common Stock defined as the average trading volume of
the Company’s Common Stock in the ten (10) days preceding the date on the put notice multiplied by the lowest closing bid price
in the ten (10) immediately preceding the date of the put notice. Pursuant to the Equity Purchase Agreement, the Investor will not be
permitted to purchase, and the Company may not put shares of the Company’s Common Stock to the Investor that would result in the
Investor’s beneficial ownership of the Company’s outstanding Common Stock exceeding 4.99%. The price of each put share shall
be equal to ninety one percent (91%) of the market price, which is defined as the lesser of (i) closing bid price of the Common stock
on the trading date immediately preceding the respective put date, or (ii) the lowest closing bid price of the Common Stock during the
seven (7) trading days immediately following the clearing date associated with the applicable put notice.
In
connection with the EPL, the Company issued 250,000 shares of Common Stock to Peak One and recorded a fair value in lieu of service of
approximately $70,000.
During
the year ended December 31, 2021, the Company sold a total of 3,435,000
shares of Common Stock at prices ranging from
$0.09
and $0.23
for total net proceeds of approximately
$420,000.
NOTE
10 – STOCKHOLDERS’ EQUITY
The
following transactions affected the Company’s Stockholders’ Equity:
Equity
Transactions During the Period Since the Merger
Issuance
and conversion of Preferred Stock
In
April 2019, pursuant to the Oncotelic merger the Company issued 193,713 shares of Series A Preferred in exchange for 77,154 shares of
Oncotelic Common Stock. Further, in November 2019 the Company issued 84,475 shares of Series A Preferred to PointR in exchange of 11,135,935
shares of PointR Common Stock upon the consummation of the PointR merger. In March 2021, 278,188 shares of the Company’s preferred
stock converted to 278,187,847 shares of its Common Stock, effective March 31, 2021.
Issuance
of Common Stock during the year ended December 31, 2021
During
the year ended December 31, 2021, the Company issued 657,200
shares of its Common Stock to TFK in connection
with the partial but final conversion of their convertible notes payable. As such, the debt outstanding to TFK at December
31, 2021 was $0.
During the year ended
December 31, 2021, the Company issued a total of 1,148,235 shares of its Common Stock to various service providers for services rendered.
A total cost of approximately $194,000 was recorded for such services.
During the year ended
December 31, 2021, the Company sold 3,435,000 shares of its Common Stock in connection with the EPL for cash at prices ranging from $0.09
to $0.23 per share of Common Stock. The Company received a total of approximately $420,000 against such sale of its Common Stock.
During
the third quarter of 2021, the Company issued 1,257,952
shares of Common Stock to its employees in lieu
of fully vested restricted stock units (“RSUs”) under the 2015 Equity Incentive Plan. The Company recorded
a stock-based compensation cost of $226,431
related to such issuance.
In connection with the
fully vested RSUs, the Company estimated the fair value using the stock price as of the date of issuance as the RSUs were fully vested
and issued as Common Stock of the Company. As such, there were no unvested RSUs as of December 31, 2021.
Issuance
of Common Stock during the year ended December 31, 2020
During the year ended
December 31, 2020, the Company issued 6,531,945 shares of its Common Stock to Peak One in connection with the full conversion of its
Tranche 1 Note and partial conversion of its Tranche 2 Note; and TFK in connection with the partial conversions of its Note (See
Note 6 for more information)
NOTE
11 – STOCK-BASED COMPENSATION
Options
Pursuant
to the Merger, the Company’s Common Stock and corresponding outstanding options survived. The below information details the Company’s
associated option activity pre and post-merger.
As
of December 31, 2021, options to purchase the Company’s Common Stock were outstanding under three stock option plans – the
2017 Equity Incentive Plan (the “2017 Plan”), the 2015 Equity Incentive Plan (the “2015 Plan”)
and the 2005 Stock Plan (the “2005 Plan”). Under the 2017 Plan, up to 2,000,000 shares of the Company’s Common
Stock may be issued pursuant to awards granted in the form of nonqualified stock options, restricted and unrestricted stock awards, and
other stock-based awards. Under the 2015 and 2005 Plans, taken together, up to 7,250,000 shares of the Company’s Common Stock may
be issued pursuant to awards granted in the form of incentive stock options, nonqualified stock options, restricted and unrestricted
stock awards, and other stock-based awards.
Employees,
consultants, and directors are eligible for awards granted under the 2017 and 2015 Plans. Since the adoption of the 2015 Plan, no further
awards may be granted under the 2005 Plan, although options previously granted remain outstanding in accordance with their terms. Further,
the shareholders of the Company have approved the expansion of the pool available under the 2015 Plan up to 20,000,000 shares of the
Company’s Common Stock that may be issued pursuant to awards granted in the form of nonqualified stock options, restricted and
unrestricted stock awards, and other stock-based awards.
A
summary of stock option activity for the years ended
December 31, 2021 and 2020 are summarized as follows:
SCHEDULE OF COMPENSATION BASED STOCK OPTION ACTIVITY
| |
| | |
Weighted | |
For
the year ended December 31, 2021 | |
| | |
Average | |
| |
Shares | | |
Exercise
Price | |
Outstanding
at January 1, 2021 | |
| 3,941,301 | | |
$ | 0.78 | |
Granted | |
| 12,652,761 | | |
| 0.15 | |
Expired
or cancelled | |
| (1,442 | ) | |
| 19.80 | |
Outstanding
at December 31, 2021 | |
| 16,592,620 | | |
$ | 0.30 | |
| |
| | |
Weighted | |
For
the year ended December 31, 2020 | |
| | |
Average | |
| |
Shares | | |
Exercise
Price | |
Outstanding
at January 2020 | |
| 6,145,044 | | |
$ | 0.75 | |
Expired
or canceled | |
| (2,203,743 | ) | |
| 0.70 | |
Outstanding
at December 31, 2020 | |
| 3,941,301 | | |
$ | 0.78 | |
The
following table summarizes information about options to purchase shares of the Company’s Common Stock outstanding and exercisable
at December 31, 2021:
SCHEDULE OF OPTIONS TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING AND EXERCISABLE
| | |
| | |
Weighted- | | |
Weighted- | | |
| |
| | |
| | |
Average | | |
Average | | |
| |
| | |
Outstanding | | |
Remaining
Life | | |
Exercise | | |
Number | |
Exercise
prices | | |
Options | | |
In
Years | | |
Price | | |
Exercisable | |
| | |
| | |
| | |
| | |
| |
$ | 0.14 | | |
| 7,150,000 | | |
| 9.67 | | |
$ | 0.14 | | |
| 530,000 | |
| 0.16 | | |
| 5,502,761 | | |
| 9.51 | | |
| 0.16 | | |
| 5,502,761 | |
| 0.22 | | |
| 1,750,000 | | |
| 4.33 | | |
| 0.22 | | |
| 1,750,000 | |
| 0.38 | | |
| 900,000 | | |
| 3.65 | | |
| 0.38 | | |
| 900,000 | |
| 0.73 | | |
| 762,500 | | |
| 3.28 | | |
| 0.73 | | |
| 762,500 | |
| 1.37 | | |
| 150,000 | | |
| 1.49 | | |
| 1.37 | | |
| 150,000 | |
| 1.43 | | |
| 300,000 | | |
| 3.40 | | |
| 1.43 | | |
| 300,000 | |
| 11.88 | | |
| 2,359 | | |
| 0.005 | | |
| 11.88 | | |
| 2,359 | |
| 15.00 | | |
| 75,000 | | |
| 3.40 | | |
| 15.00 | | |
| 75,000 | |
| | | |
| | | |
| | | |
| | | |
| | |
| | | |
| 16,592,620 | | |
| 8.22 | | |
$ | 0.30 | | |
| 9,972,620 | |
The
compensation expense attributed to the issuance of the options is recognized as they are vested.
The
employee stock option plan stock options are generally exercisable for ten years from the grant date and vest over various terms from
the grant date to three years.
The
aggregate intrinsic value totaled approximately $0.2
million and was based on the
Company’s closing stock price of $0.17 as
of December 31, 2021, which would have been received by the option holders had all option holders exercised their options as of that
date. Correspondingly, the aggregate intrinsic value totaled approximately $0.1
million and was based on the
Company’s closing stock price of $0.22 as
of December 31, 2020, which would have been received by the option holders had all option holders exercised their options as of that
date.
As
of December 31, 2021, there was approximately $0.4 million of unamortized stock compensation cost related to the stock options granted
during the year.
In
August 2019, the Company entered into Employment Agreements and incentive compensation arrangements with each of its executive officers,
including Dr. Vuong Trieu, the Chief Executive Officer; Dr. Fatih Uckun, the Chief Medical Officer; Dr. Chulho Park, its Chief Technology
Officer; and Mr. Amit Shah, the Chief Financial Officer. The incentive stock options and the restricted stock awards approved for the
Company’s executive officers were granted and issued in July 2021. The Company issued an aggregate of 1,257,952
of its common shares in lieu of fully vested
restricted stock units and 4,244,809
incentive and non-qualified stock options to
purchase its Common Stock to all its employees, including the awards due to the CEO, CFO, the prior CTO and Saran Saund, the Chief Business
Officer of the Company. Further, the Company issued all its employees, including the CEO and CBO and consultants 4,325,000
performance-based stock options that would
vest over two tranches subject to certain corporate goals being achieved, of which none
have vested as of December 31, 2021. In addition,
the Company granted its Board of Directors 2,825,000
stock options, which for the Board of Directors
vest over 5 quarters commencing the quarter ended September 30, 2021. Of the options granted to the Board members, 353,333
have vested as of December 31, 2021.
The
Company recorded stock-based compensation of $763,314
for stock options vested during the
year ended December 31, 2021 and for those expected to vest. No
similar expense was recorded during the same
periods in 2020. The grant date fair value of stock options granted during 2021 was assessed using a Black Scholes valuation
model using the following input values.
SCHEDULE OF BLACK SCHOLES VALUATION ALLOWANCE MODEL
Expected Term | |
2.25
year | |
Expected
volatility | |
| 129.9
–
131.4 | % |
Risk-free
interest rates | |
| 0.22 | % |
Dividend
yields | |
| 0.00 | % |
In
addition, the Company recorded stock-based compensation of $226,432
for the fully vested restricted stock units
issued during the year ended December 31, 2021. No
similar
expense was recorded during the same periods in 2020. The fair value of the restricted units was calculated using the stock price
of the restricted stock units on the date of the grant. All restricted stock units granted during 2021 vested immediately upon
issuance.
Warrants
During
the year ended December 31, 2020, the Company offered
to cancel to all the prior warrants of the warrant holders from the 2018 debt financing and offered to reissue new warrants to such warrant
holders. Out of all the warrant holders, holders of 13,750,000
warrants opted to participate in the reissuance.
In addition, the Company issued 3,465,000
new warrants to certain accredited investors
in connection with the financing through JH Darbie (See note 7).
During
the year ended December 31, 2021, 2,035,000
warrants were issued in connection with the financing
through JH Darbie (See note 7). The fair value of these warrants on issue date amounted to $467,637
as calculated using a Black Scholes valuation
model. The Company also issued 22,000,000
warrants in connection with the financing
through JH Darbie (See note 7). The fair value of these warrants on the issue date amounted to $2,190,127
as calculated using a Black Scholes valuation
model. Further, the Company issued 10,576,924
warrants related to the November/December 2021
Notes (See Note 6). The fair value of these warrants on issue date amounted to $1,172,753
as calculated using a Black Scholes valuation model.
The
issuance of warrants to purchase shares of the Company’s Common Stock, including those attributed to debt issuances, for the years
ended December 31, 2021 and 2020, respectively are summarized as follows:
SCHEDULE OF WARRANTS ACTIVITY
| |
| | |
Weighted- | |
For
the year ended December 31, 2021 | |
| | |
Average | |
| |
Shares | | |
Exercise
Price | |
Outstanding
at January 1, 2021 | |
| 18,702,500 | | |
$ | 0.20 | |
Issued
during the year ended December 31, 2021 | |
| 34,611,924 | | |
| 0.13-0.20 | |
Outstanding
at December 31, 2021 | |
| 53,314,424 | | |
$ | 0.20 | |
| |
| | |
Weighted- | |
| |
| | |
Average | |
For
the year ended December 31, 2020 | |
Shares | | |
Exercise
Price | |
| |
| | |
| |
Outstanding
at January 1, 2020 | |
| 19,515,787 | | |
$ | 0.60 | |
Issued during the
year ended December 31, 2020 | |
| 17,215,000 | | |
| 0.20 | |
Expired
or cancelled | |
| (18,028,287 | ) | |
| 0.63 | |
Outstanding
at December 31, 2020 | |
| 18,702,500 | | |
$ | 0.20 | |
The
following table summarizes information about warrants outstanding and exercisable at December 31, 2021:
SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE
|
|
|
Outstanding and exercisable |
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
Average |
|
|
|
|
|
|
|
|
|
Number |
|
|
|
Remaining Life |
|
|
|
Exercise |
|
|
|
Number |
|
Exercise Price |
|
|
|
Outstanding |
|
|
|
in Years |
|
|
|
Price |
|
|
|
Exercisable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.20 |
|
|
|
1,487,500 |
|
|
|
1.33 |
|
|
$ |
0.20 |
|
|
|
1,487,500 |
|
|
0.20 |
|
|
|
27,500,000 |
|
|
|
1.25 |
|
|
|
0.20 |
|
|
|
27,500,000 |
|
|
0.20 |
|
|
|
13,750,000 |
|
|
|
1.23 |
|
|
|
0.20 |
|
|
|
13,750,000 |
|
|
0.13 |
|
|
|
10,576,924 |
|
|
|
5.0 |
|
|
|
0.13 |
|
|
|
10,576,924 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53,314,424 |
|
|
|
1.97 |
|
|
$ |
0.19 |
|
|
|
53,314,424 |
|
For
more information on the grant fair values and Black Scholes valuation method input values related to the JH Darbie Financing, refer to
Note 7 of the Consolidated Notes to the Financial Statements.
13,750,000
warrants were issued during the year ended December
31, 2020 and the Company recorded stock-based compensation of approximately $2.1
million as the fair value of the warrants
using a Black Scholes valuation model using the following input values. The expense attributed to the issuances of the warrants was recognized
as they vested/earned. These warrants were exercisable for three to five years from the grant date. All the warrants are currently exercisable
SCHEDULE OF BLACK SCHOLES VALUATION ALLOWANCE MODEL
Expected Term | |
3
years | |
Expected
volatility | |
| 140.5 | % |
Risk-free
interest rates | |
| 1.40 | % |
Dividend
yields | |
| 0.00 | % |
10,576,924
warrants were issued in November and December 2021.The fair value of these warrants on issue dates amounted to $1,172,753 with an expected
life of 5 years, as calculated using a Black Scholes valuation model, using the following input values
SCHEDULE OF BLACK SCHOLES VALUATION ALLOWANCE MODEL
Expected Term | |
5
years | |
Expected
volatility | |
| 132.4-132.8 | % |
Risk-free
interest rates | |
| 0.67-0.81 | % |
Dividend
yields | |
| 0.00 | % |
NOTE
12 – INCOME TAXES
Significant
components of the Company’s deferred tax assets and liabilities for federal and state income taxes as of December 31, 2021 and
2020 are as follows in thousands:
SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS AND LIABILITIES
| |
December
31, 2021 | | |
December
31, 2020 | |
Deferred
tax assets: | |
| | | |
| | |
Stock-based
compensation | |
$ | 1,164 | | |
$ | 1,164 | |
Assets | |
| 5,736 | | |
| 6,227 | |
Liability
accruals | |
| 361 | | |
| 173 | |
R&D
Credit | |
| 4,792 | | |
| 4,760 | |
Capital
Loss | |
| 528 | | |
| 528 | |
Deferred
state tax | |
| (2,246 | ) | |
| (2,086 | |
Net
operating loss carry forward | |
| 57,343 | | |
| 56,090 | |
Total
gross deferred tax assets | |
| 67,678 | | |
| 66,856 | |
Less
- valuation allowance | |
| (67,678 | ) | |
| (66,856 | ) |
Net
deferred tax assets | |
$ | - | | |
$ | - | |
The
Company had gross deferred tax assets of approximately $67.7
million and $66.9 million as of
December 31, 2021 and 2020, respectively, which primarily relate to net operating loss carryforwards.
As
of December 31, 2021 and 2020, the Company had gross federal net operating loss carryforwards of approximately $236.1
million and $237.7
million, respectively, which are available to
offset future taxable income, if any. The Company recorded a valuation allowance in the full amount of its net deferred tax assets since
realization of such tax benefits has been determined by our management to be unlikely.
At
December 31, 2021 and 2020, the Company had California state gross operating loss carry-forwards of approximately $76.3
and $69.8
million,
which will expire
in various amounts from 2028 through 2040. At
December 31, 2020, the Company had federal research and development tax credits of approximately $3.3
million which will
expire in 2021 and California state research and
development tax credits of approximately $1.4
million which have no
expiration date.
The
Company identified its federal and California state tax returns as “major” tax jurisdictions. The periods our income
tax returns are subject to examination for these jurisdictions are 2016 through 2019. We believe our income tax filing positions and
deductions will be sustained on audit, and we do not anticipate any adjustments that would result in a material change to our financial
position. Therefore, no liabilities for uncertain income tax positions have been recorded. The Company filed its 2020 federal and state
corporate tax returns in October 2021.
Portions
of these carryforwards will expire through 2038, if
not otherwise utilized. The Company’s utilization of net operating loss carryforwards could be subject to an annual limitation
because of certain past or future events, such as stock sales or other equity events constituting a “change in ownership”
under the provisions of Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual
limitations could result in the expiration of net operating loss carryforwards and tax credits before they can be utilized. We have not
performed a formal analysis, but we believe our ability to use such net operating losses and tax credit carryforwards will be subject
to annual limitations, due to change of ownership control provisions under Section 382 and 383 of the Internal Revenue Code, which would
significantly impact our ability to realize these deferred tax assets.
NOTE
13 – COMMITMENTS AND CONTINGENCIES
Leases
Currently,
the Company is leasing the office located at 29397 Agoura Road, Suite 107, Agoura Hills, CA 91301 on a month-to-month basis until such
time a new office is identified. The Company believes the office is sufficient for its current operations.
Legal
Claims
From
time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. The Company is not presently
a party to any legal proceedings that it currently believes, if determined adversely to the Company, would individually or taken together
have a material adverse effect on the Company’s business, operating results, financial condition or cash flows.
PointR
Merger Consideration
The
total purchase price of $17,831,427
represented the consideration transferred from
the Company in the PointR Merger and was calculated based on the number of shares of Common Stock plus the preferred shares outstanding
but convertible into Common Stock outstanding at the date of the PointR Merger and includes $2,625,000
of contingent consideration of shares issuable
to PointR shareholders, which can increase to $15
million of contingent consideration, upon achievement
of certain milestones. The $2,625,000 of contingent consideration of shares issuable to PointR shareholders was recorded and associated
with the PointR Merger is also classified as Level 3 fair value measurements. The Company initially recorded the contingency based on
a valuation conducted by a third-party valuation expert. The valuation was based on a probability of the completion of certain milestones
by PointR for the shareholders to earn additional shares. The Company evaluated the probability of the earning of the milestones and
concluded that the probability of achievement of the milestones had not changed, primarily due to the shifting of focus by the Company
to develop AI technologies for the COVID-19 pandemic. As such, the Company did not recorded any change to the valuation during the years
ended and as of December 31, 2021 or 2020, respectively.
NOTE
14 – SUBSEQUENT EVENTS
GMP
Notes
In
January 2022, the Company entered into an Unsecured Convertible Note Purchase Agreement with GMP (the “Purchase Agreement”),
pursuant to which the Company issued a convertible promissory note in the aggregate principal amount of $0.5 million (the “Note”),
which Note is convertible into shares of the Company’s common stock, par value $0.01 per share (“Common Stock”).
The Note and Purchase Agreement are both part of a series of a cumulative funding of upto $1.5 million in three equal monthly instalments.
The Note was entered into as continuation of the relationship between the Company and GMP moving to formation of a joint venture.
The
Purchase Agreements and the Notes contain identical terms to the securities purchase agreements (and promissory notes issued thereunder),
to Golden Mountain Partners, LLC on October 25, 2021. (See Note 6). The Purchase Agreement requires the Company to use of the
proceeds received under the Note to support payroll and development of OT-101.
JH
Darbie Financing
Commencing
July 2020 to March 2021, the Company entered into subscription agreements with certain accredited investors pursuant to the JH Darbie
Financing, whereby the Company issued and sold a total of 100 Units, for total gross proceeds of approximately $5 million, pursuant to
the JH Darbie Placement Agreement. (See Note 7)
In
February 2022, the Company and all except one of the Investors agreed to extend the maturity date of the Notes from March 31, 2022, to
March 31, 2023. In consideration for the extension of the Notes, the Company issued to the Investors an aggregate of 33,000,066 Oncotelic
Warrants at a price of $ per share of Company’s Common Stock. Each Investor will be entitled to receive 333,334 Oncotelic Warrants
for each Unit purchased.
November/December
2021 Notes
In
January 2022, three of the five note holders under the November and December 2021 Notes exercised their warrants to purchase
shares of Common Stock of the Company on a cashless basis. As such, the Company issued the note holders 3,041,958
shares of Common Stock.
On March 29, 2022, the Company
entered into a securities purchase agreement, note and issued warrants to purchase 1.250,000 shares of the Common Stock with one of the
5 institutional investors for an additional $250,000 of gross proceeds. The terms of the securities purchases agreements and notes are
the same as those contained in the November/December 2021 agreements and notes, except with references to the conversion price of the
notes increasing to $0.10 from $0.07 and the warrant exercise price to $0.20 from $0.13. For more information on the notes, refer to
Note 6: November – December 2021 Financing of the Notes to the Consolidated Financial Statements.
JV with GMP Bio
The Company entered into a
JV with Dragon Overseas Capital Limited (“Dragon Overseas”) and GMP Biotechnology Limited (“GMP Bio”),
affiliates of GMP on March 31, 2022. GMP Bio will be owned by Dragon Overseas and the Company in a 55% to 45% ratio. Dragon Overseas
will contribute about $28 million in cash and assets into GMP Bio and the Company will input the licenses for OT-101 for US and Ex-US
rights into GMP Bio. GMP Bio will develop OT-101 for multiple oncology pharmaceutical indications. The Company is currently evaluating
the accounting and reporting requirements for this transaction.
For more information on the
JV, refer to our Current Report on form 8-K filed with the SEC on April 6, 2022.