Item 1.01 Entry Into A Material Definitive Agreement.

Extension of Maturity Date for J.H. Darbie Financing Notes & Issuance of Oncotelic Warrants

As previously disclosed in the Current Report on Form 8-K, filed with the Securities and Exchange Commission ("SEC") on July 23, 2020, and subsequently in the Current Report on Form 8-K filed with the SEC on March 26, 2021, the Company entered into subscription agreements with certain accredited investors (the "Investors"), whereby the Company issued and sold a total of 100 units ("Units"), with each Unit consisting of (i) 25,000 shares of the common stock, par value $0.01 per share ("Edgepoint Common Stock"), of EdgePoint AI, Inc., a Delaware Corporation ("EdgePoint"), a division of the Company, for a price of $1.00 per share of Edgepoint Common Stock; (ii) one convertible promissory note issued by the Company (the "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, par value $0.01 per share ("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, 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").

On February 9, 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 will issue 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. For a description of the JH Darbie Financing and the Units sold thereunder, see the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 23, 2020.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


          Off-Balance Sheet Arrangement of a Registrant

See Item 1.01 of this Current Report on Form 8-K under the heading "Extension of Maturity Date for J.H. Darbie Financing Notes."

Item 3.02 Unregistered Sales of Equity Securities

Issuance of Oncotelic Warrants

See Item 1.01 of this Current Report on Form 8-K under the heading "Extension of Maturity Date for J.H. Darbie Financing Notes."





Exhibit No.   Description                                    Incorporation by reference
104           Cover Page Interactive Data File (embedded
              within the Inline XBRL document).

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