Oncotelic Therapeutics, Inc. entered into a placement agent agreement for the private placement of a minimum of 10 units and a maximum of 200 units on a best efforts basis at an issue price of $25,000 per unit for gross proceeds of $5,000,000 on March 10, 2023. Each unit consists of one convertible promissory note convertible into up to 250,000 common shares, par value $0.010 per share at a conversion price of $0.10 per share and 250,000 warrants to purchase an equivalent number of common shares at $0.120 per share. The issuance of the units is exempt from the registration requirements of the Securities Act of 1933, as amended in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as provided in Rule 506 of Regulation D promulgated thereunder.