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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from to

 Commission
File Number: 0-21990

Therapeutics, Inc.

 (Formerly
Mateon Therapeutics, Inc.)

 (Exact
name of registrant as specified in its charter)

 Delaware

 13-3679168

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S. Employer

 Identification No.)

 29397 Agoura Road, Suite 107
 Agoura Hills,
 CA

 91301

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (650) 635-7000

registered pursuant to Section 12(b) of the Exchange Act:

 Title
 of Each Class

 Name
 of Each Exchange on Which Registered

 None

registered pursuant to Section 12(g) of the Exchange Act:

stock, par value $0.01 per share

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
 No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K, or any amendment to this Form 10-K.

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of the registrant's voting and non-voting common stock held by non-affiliates of the registrant (without
admitting that any person whose shares are not included in such calculation is an affiliate) computed by reference to the price at which
the common stock was last sold, as of June 30, 2022 was approximately $ 5,355,464.

 As
of April 11, 2024, the aggregate number of outstanding shares of common stock of the registrant was 399,683,858.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 TABLE
OF CONTENTS

 TBD

 PAGE

 PART
 I

 ITEM
 1.

 BUSINESS

 REGULATORY
 MATTERS

 PATENTS
 AND PROPRIETARY RIGHTS

 COMPETITION

 EMPLOYEES

 ITEM
 1A.

 RISK
 FACTORS

 ITEM
 1B.

 UNRESOLVED
 STAFF COMMENTS

 ITEM
 2.

 PROPERTIES

 ITEM
 3.

 LEGAL
 PROCEEDINGS

 ITEM
 4.

 MINE
 SAFETY DISCLOSURES

 PART
 II

 ITEM
 5.

 MARKET
 FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM
 6.

 RESERVED

 ITEM
 7.

 MANAGEMENT'S
 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 RESULTS
 OF OPERATIONS

 LIQUIDITY
 AND CAPITAL RESOURCES

 ITEM
 7A.

 QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM
 8.

 FINANCIAL
 STATEMENTS AND SUPPLEMENTARY DATA

 ITEM
 9.

 CHANGES
 IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM
 9A.

 CONTROLS
 AND PROCEDURES

 ITEM
 9B.

 OTHER
 INFORMATION

 PART
 III

 ITEM
 10.

 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM
 11.

 EXECUTIVE
 COMPENSATION

 ITEM
 12.

 SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 ITEM
 14.

 PRINCIPAL
 ACCOUNTING FEES AND SERVICES

 PART
 IV

 ITEM
 15.

 EXHIBITS
 AND FINANCIAL STATEMENT SCHEDULES

 i

 FORWARD-LOOKING
STATEMENTS

 This
2023 Annual Report on Form 10-K (this " Annual Report " or " Report ") contains forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934 (the " Exchange
Act ") that involve substantial risks and uncertainties. We generally identify forward-looking statements by terminology such
as "may," "will," "should," "expect," "plan," "anticipate," "could,"
"would," "intend," "target," "aim," "project," "believe," "estimate,"
"predict," "potential," "seek," "indicate," or "continue" or the negative
of these terms or other similar words, although not all forward-looking statements contain these words. Forward-looking statements include,
but are not limited to, statements regarding our or our management's expectations, hopes, beliefs, intentions or strategies regarding
the future, such as our estimates regarding anticipated operating income or losses, future performance, future revenues and projected
expense, including that to fund our clinical and other development programs; our liquidity and our expectations regarding our needs for
and ability to raise additional capital; our ability to continue as a going concern; our ability to select and capitalize on commercially
desirable product opportunities as a result of limited financial resources; our ability to manage our expenses effectively and raise
the funds needed to continue our business; our ability to retain the services of our current or future executive officers, directors
and principal consultants; the competitive nature of our industry and the possibility that our products or product candidates may become
obsolete or may not generate revenues as expected or at all; our ability to obtain and maintain regulatory approval of our existing products
and any future products we may develop; the development of and the process of commercializing AI/Blockchain and other technologies for
supporting the development of OT- 101 and Artemisinin for COVID-19, OT-101, including development of OT-101, Artemisinin, OXi4503, CA4P
and our 2021 in-licensing of apomorphine; the initiation, timing, progress and results of our preclinical and clinical trials, research
and development programs; regulatory and legislative developments in the United States and foreign countries; the timing, costs and other
limitations involved in obtaining regulatory approval for any product; the further preclinical or clinical development and commercialization
of our product candidates; the entering into any corporate transactions to develop our products through partnerships, joint ventures
or other corporate transactions; our ability to make a proposed initial public offering between us and our joint-venture partners for
the joint venture, statements about future plans related to the operations of the JV, taking
the JV into an initial public offering or the success thereof: building and the success of our nanoparticle platform and the related success of launching the platform, the success
of the launch of Pet2DAO, a corporation with a DAO infrastructure, the success of Pet2DAO and the plans surrounding the pet and animal
health, the ability for the Company to register the tokens of Pet2DAO, the actual filing of a registration statement and approval of
the tokens as registrable securities with the Securities and Exchange Commission (" SEC ") through a registration statement,
the ability of the tokens to be tradable or any value such tokens may have if they become tradable; our ability to obtain and maintain
orphan drug exclusivity for some of our product candidates; the potential benefits of our product candidates over other therapies; our
ability to enter into and maintain any collaboration with respect to product candidates; our ability to continue to develop or commercialize
our products or product candidates in the event any license agreements in place with third parties expire or are terminated; the performance
and conduct of third parties, including our third-party manufacturers and third party service providers used in our clinical trials;
our ability to obtain and maintain intellectual property protection for our products and operate our business without infringing upon
the intellectual property rights of others; the potential liability exposure related to our products and our insurance coverage for such
exposure; our ability to form alliances with other third parties to develop the products in our pipeline through partnerships, joint
ventures, mergers or acquisitions; the successful development of our sales and marketing capabilities; the size and growth of the potential
markets for our products and our ability to serve those markets; the rate and degree of market acceptance of any future products; the
volatility of the price of our common stock; the ability to achieve secondary trading of our stock in certain states; the dilutive effects
of potential future equity issuances; our expectation that no dividends will be declared on our common stock in the foreseeable future;
our ability to maintain an effective system of internal controls; the payment and reimbursement methods used by private or governmental
third-party payers; our ability to retain adequate staffing levels; unfavorable global economic conditions; unfavorable global epidemic
and pandemic conditions; a failure of our internal computer systems or those of our contractors and consultants; potential misconduct
or other improper activities by our employees, contractors or consultants; the ability of our business continuity and disaster recovery
plans to protect us in the event of a natural disaster; and other factors discussed elsewhere in this document or any document incorporated
by reference herein or therein.

 The
forward-looking statements contained in this document are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.
These forward-looking statements involve several risks, uncertainties (many of which are beyond our control) or other assumptions that
may cause actual results or performance to be materially different from those expressed or implied by these "forward-looking statements."
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may
vary from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward- looking statements,
whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. The sections
captioned "Risk Factors" as well as other sections in this document or incorporated by reference into this document discuss
some of the factors that could contribute to these differences.

 The
forward-looking statements made in this document relate only to events known as of the date on which the statements are made. We undertake
no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made
or to reflect the occurrence of unanticipated events.

 This
Annual Report also contains market data related to our business and industry. These market data include projections that are based on
a number of assumptions. While we believe these assumptions to be reasonable and sound as of the date of this Annual Report, if these
assumptions turn out to be incorrect, actual results may materially differ from the projections based on these assumptions. As a result,
the markets for our product candidates may not grow at the rates projected by these data, or at all. The failure of these markets to
grow at these projected rates may have a material adverse effect on our business, results of operations, financial condition and the
market price of our common stock.

 ii

 PART
I

 ITEM
1. BUSINESS

 Company
Background

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, Pet2DAO, Inc., a Delaware and
EdgePoint AI, Inc. (" Edgepoint"), a Delaware Corporation for which there are non-controlling interests, (Oncotelic,
Oncotelic Inc., PointR, Pet2DAO and Edgepoint are collectively called the " Company " or " We "). The
Company is currently developing OT-101 for various cancers and COVID-19 through its joint venture, GMP Biotechnology Limited (" GMP
Bio "), with Dragon Overseas Capital, Limited (" Dragon "), 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. The Company is also planning to address the animal health industry through Pet2DAO. 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

 For
information on the amendments to the Certificate of Incorporation, refer to our 2021 or 2022 Annual Report on Form 10-K previously filed
with the SEC.

 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, which was transferred to our joint venture as part of the joint venture agreement (see
" JV " below), pediatric melanoma for CAP4 and acute myeloid leukemia (" AML ") for Oxi4503. The strategy
of the Company aims to capitalize on a voucher program in the United States (" US "). By focusing on capitalizing on
the 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 monetary value upon regulatory approval, which can be upwards of several million dollars. Approval
in the US could allow for approval in the rest of the world (" ROW ") using the US dossier. Phase 3 clinical trials
for approval in adult indications could be conducted following the positive interim read of the pediatric trials. This approach maximizes
return on investment for the shareholders.

 Concurrently
we also explore opportunities to create value for shareholders by forming strategic alliances and/or licensing our product portfolio.
In this connection, in March 2022, the Company entered into a joint venture (" JV ") with Dragon, affiliates of Golden
Mountain Partners, to form GMP Biotechnology, Limited (" GMP Bio "). 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 IPO can be completed and would be successful, we cannot provide assurance
for either of the events to occur; or if they occur, then they would be successful.

 We
believe we are well positioned as a biotech company with our drug candidate OT-101 through our JV- targeting high value TGF- 2 for
various cancers and COVID-19, PointR artificial intelligence ( "AI") for clinical trials, research and development,
Edgepoint for developing technologies for manufacturing and for developing technologies for supporting our COVID-19 programs, our 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 apomorphine, which we in-licensed in 2021, for developing against Parkinson's Disease ( "PD"),
erectile disfunction ( "ED") and female sexual disfunction ( "FSD").

 We
also plan to develop OT-101, through our JV, an antisense against TGF- 2 – for the treatment of various viruses, which would
include the severe acute respiratory syndrome (" SARS ") and the coronavirus (" COVID-19 "), on its
own and in conjunction with other compounds. Viral replication cannot occur without TGF-; and TGF- surge and a cytokine storm
cannot occur without TGF-. A Phase 2 trial was completed for OT-101 in South America. 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.
Based on the final results of the trial, the trial was planned to be expanded into a Phase 3 trial; however with the impact of COVID-19
reducing in the past year, the Company will be re-evaluating this treatment for further development upon the occurrence or recurrence
of the COVID-19 or any similar virus. We were conducting an observational study, looking at OT-101 and long COVID- 19, in conjunction
with the Biomedical Advanced Research and Development Authority (" BARDA "); however, BARDA discontinued that program
with the Company.

 In
addition, during 2020 and 2021, the Company was developing Artemisinin as a potential therapy for the virus causing COVID-19 (" SARS-CoV-2 ").
Again with the impact of COVID-19 reducing over the past year or so as well as not being able to obtain any regulatory approvals for
the selling and distribution of Artemisinin, we have put on hold any further development of Artemisinin, till we have another virus.
For more information on Artemisinin, refer to our 2022 Annual Report on Form 10-K filed with the SEC on April 14, 2023. We will focus
on any future development on Artemisinin against other respiratory viruses with unmet needs when the circumstances arise.

 In
September 2021, Oncotelic entered into an exclusive License Agreement (the "Agreement") with Autotelic, Inc. (" Autotelic "),
pursuant to which Autotelic granted Oncotelic the exclusive right and license to certain Autotelic Patents for 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. For more
information on AL-101, refer to our 2022 Annual Report on Form 10-K filed with the SEC on April 14, 2023.

 We
currently have eight primary drug and AI technology programs we are seeking to advance, presently or in the future:

 Intranasal
 drug and delivery system for intra-nasal Apomorphine for the treatment of PD, ED and FSD.

 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.

 OT-101
 - an antisense against TGF- 2 –for the treatment of various cancers. This is being advanced through our JV.

 OT-101
 - an antisense against TGF- 2 –for the treatment of various viruses, including SARS and the current COVID-19, on its own
 and in conjunction with other compounds. This is being advanced through our JV.

 Artemisinin
 – a natural derivative from an Asian herb Artemisia Annua - Artemisinin has shown to be highly potent at inhibiting the ability
 of various viruses to multiply. This will be advanced through our JV at an appropriate time.

 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. At this time, this technology is being evaluated for being
 upgraded for future uses. This will be advanced through our JV at an appropriate time, as our JV has acquired non-exclusive rights
 to the technology.

 Developing
 AI based technologies to enhance the development and commercialization of support technologies. Further, as part of the JV Agreement,
 the JV has acquired a non-exclusive license for the AI platform developed by PointR/EdgePoint for implementation in a planned CDMO.
 This will be advanced through our JV at an appropriate time, as our JV has acquired non-exclusive rights to the technology.

 In
November 2022, the Company formed a Decentralized autonomous organization (" DAO ") entity, Pet2DAO, Inc. (" Pet2DAO "),
as a wholly owned subsidiary. A DAO is an emerging form of legal structure, that has no central governing body, and whose members share
a common goal to act in the best interest of the entity. Pet2DAO is a DAO technology company, integrating the strong governance of traditional
corporations with the innovative DAO architecture. The Company will look to engage stakeholders, to build value through the DAO, while
maintaining the rigor of traditional corporations, including governance, compliance, and accountability through a team of veterans in
public companies with innovators in AI, blockchain and Web3. Pet2DAO will be looking to develop products for the animal health space.
The Company will initially issue regular tokens and non-fungible tokens (" NFT " and cumulatively " Tokens ")
of Pet2DAO, called PDAO, to its employees, shareholders and key opinion leaders (" KOLs ') and use the Tokens to propose
and vote on various animal health related programs. In the future, the Company will evaluate and plans to register these tokens with
the SEC to make such Tokens freely tradable.

 Our
products, including our JV products, under development

 AL-101:
PD/ ED/FSD

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.
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.

 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 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 a 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 in 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 is only very limited data on the efficacy of systemic therapy in children and adolescents with advanced melanoma and new effective
therapies are urgently needed. 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 in 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.

for Acute Myeloid Leukemia

(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.

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.

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 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.

 Development
through our JV:

 OT-101:
An Antisense Against TGF- 2

 The
pharmaceutical development of OT-101 is being advanced through our JV. This is being reported here for informational purposes only.

 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- 2 ") 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- 2 gene.

 TGF-
is a multifunctional cytokine with a key role in promoting tumor growth and progression including cell proliferation, cell migration,
and angiogenesis. Above all, TGF- is a highly potent immunosuppressive molecule. Inhibition of TGF- 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- have not been successful
and many have failed due to toxicity issues possibly due to inhibition of TGF- 1 essential functions. The high level of homology
between the various TGF- isoforms is making it impossible to create mAb or small molecule inhibitor without TGF- 1 cross-
inhibition. Therefore, Oncotelic Inc. chose to target TGF- 2 only using OT-101 antisense approach. The sequence of OT-101 can only
target TGF- 2 and does not have any impact on other TGF- isotypes. However, suppression of TGF- 2 directly by OT-101
would also result in suppression of TGF- 2 indirectly, but not TGF- 3.

 Trabedersen
is believed to reverse TGF- '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.

Inc.'s, and now the JV's, self-immunization protocol (SIP) is based on the novel and proprietary sequential treatment
of cancers with OT-101 (antisense against TGF- 2) and chemotherapies. Proper Sequencing of treatments is key to optimal immunotherapy.
Leveraging from its in-depth knowledge of TGF- 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- 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- 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- 2-specific
Phosphorothioate Antisense Oligodeoxynucleotide) in adult patients with advanced tumors known to overproduce TGF- 2, 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- 2 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 has been 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- 2 ")
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- 2 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 M Trabedersen,
(2) 80 M 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 TGF 2 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 TGF has been identified
as a significant contributor to disease progression and poor prognosis as well as resistance to standard therapy and metastasis. In particular,
TGF has been implicated in treatment resistance to targeted therapeutics, chemotherapy as well as immune-oncology drugs. Importantly,
TGF 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 TGF -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- has emerged as an attractive target for the therapeutic intervention of high-grade
gliomas.

 We
performed a meta-analysis of TGF 2 gene expression in primary tumor specimens from 29 pediatric DIPG patients in the publicly available
archived datasets. Our data provided unprecedented evidence that TGF 2 is expressed at high levels in pediatric DIPG. Three TGF 2
probe sets exhibited 1.8-2.5-fold increased levels of expression in DIPG patients. Our meta-analysis provided new evidence that TGF 2
gene and its interactome are expressed in pediatric DIPG at significantly higher levels than in normal tissues or low-grade gliomas.
Hence, TGF 2 is an attractive molecular target for immunotherapy of pediatric DIPG.

 The
US FDA granted the Company a RPD for pediatric DIPG, which was transferred to the JV as part of the JV Agreement. The Company is likely
to receive 50% of the value of the RPD, upto a maximum of $50 million, upon the RPD being sold to a third party should the JV decide
to do so.

 OT-101
for Treatments of Corona Viruses

 When
COVID-19 emerged in China, the Company and GMP collaborated 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. For more information on OT-101 for the treatment
of Corona Viruses, refer to our Annual Report on Form 10-K filed with the SEC on April 14, 2023.

 A
Phase 2 study for COVID-19 was completed for OT-101 in South America, that can expand into a Phase 3 trial in the event there is a resurgence
in COVID-19. Based on the final results of the trial, the trial was planned to be expanded into a Phase 3 trial; however with the impact
of COVID-19 reducing in the past year, the Company will be re-evaluating this treatment for further development upon the occurrence or
recurrence of the COVID-19 or any similar virus. We were conducting an observational study, looking at OT-101 and long COVID-19, in conjunction
with the Biomedical Advanced Research and Development Authority (" BARDA "); however, BARDA discontinued that program
with the Company.

 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 Remdesivir, 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. 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 remdesivir. 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. Based on the final results of the trial, the trial was planned to be expanded into a Phase
3 trial; however with the impact of COVID-19 reducing in the past year, the Company will be re-evaluating this treatment for further
development upon the occurrence or recurrence of the COVID-19 or any similar virus.

 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 was 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 was 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. At this time, this technology is being evaluated for being upgraded for future uses. This will be advanced through
our JV at an appropriate time, as our JV has acquired non-exclusive rights to the technology. For more information on AI/Blockchain,
refer to our 2002 Annual Report on Form 10-K filed with the SEC on April, 14, 2023.

 Manufacturing
AI Deployment:

 Leveraging
its partnerships with industry leaders, the AI team plans to 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 in discussions with our JV partners for designing a nanoparticle manufacturing plant to produce its own as well as 3rd party
products. 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. At this time, this technology is being evaluated for being upgraded for future
uses. This will be advanced through our JV at an appropriate time, as our JV has acquired non-exclusive rights to the technology. For
more information on AI/Blockchain, refer to our 2002 Annual Report on Form 10-K filed with the SEC on April, 14, 2023.

 Taking
Retail AI to Drug Manufacturing

 Using
its 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 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. At this time, this technology is being evaluated for being upgraded for future uses. This will be advanced through
our JV at an appropriate time, as our JV has acquired non-exclusive rights to the technology. For more information on AI/Blockchain,
refer to our 2002 Annual Report on Form 10-K filed with the SEC on April, 14, 2023.

 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. At this time, this technology is being evaluated for being
upgraded for future uses. This will be advanced through our JV at an appropriate time, as our JV has acquired non-exclusive rights to
the technology. For more information on AI/Blockchain, refer to our 2002 Annual Report on Form 10-K filed with the SEC on April, 14,
2023.

 Go-to-Market:

 The
Company's go-to-market plan is to execute a proof-of-concept project, possibly through a planned CDMO by the JV. As part of the
JV Agreement, the JV has acquired a non-exclusive license for the AI platform developed by PointR/EdgePoint for implementation in a planned
CDMO. At this time, this technology is being evaluated for being upgraded for future uses. This will be advanced through our JV at an
appropriate time, as our JV has acquired non-exclusive rights to the technology. For more information on AI/Blockchain, refer to our
2002 Annual Report on Form 10-K filed with the SEC on April, 14, 2023.

 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 impair 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. In this connection, in March 2022, the Company entered
into a JV with Dragon to form GMP Bio. Both entities are affiliates of GMP. 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 through our JV: 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. We have filed the protocols for some of the trials being planned and we hope to be able to
 get acceptance from the FDA and be able to initiate the trials shortly thereafter.

 Conducting
 follow up clinical trials of OT-101 for COVID-19 or any similar viruses upon resurgence or occurrence of such viruses.

 Conducting
 follow up clinical trials of Artemisinin for COVID-19 or any similar viruses upon resurgence or occurrence of such viruses.

 Initiating
 a clinical trial of CA4P in combination with an immuno-oncology agent or seek any collaboration for the development of CA4P.

 Continuing
 to evaluate OXi4503 in a clinical trial or seek any collaboration for the development of OXi4503.

 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 ramping up the apomorphine development programs for ED and FSD/HSDD. The development of these products is subject to the Company being able to raise funding to support the development
activities or being able to partner with a third party to co-develop or even any type of a transaction that permits the Company to capitalize
on the assets.

 The
Company formed Pet2DAO, as a wholly owned subsidiary. Pet2DAO is a DAO technology company, integrating
the strong governance of traditional corporations with the innovative DAO architecture looking to engage stakeholders, to build value
through the DAO, while maintaining the rigor of traditional corporations, including governance, compliance, and accountability through
a team of veterans in public companies with innovators in AI, blockchain and Web3. Pet2DAO
will initially be looking to develop products for the animal health space.

 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;

 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;

 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;

 submission
 to the FDA of an NDA;

 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;

 satisfactory
 completion of FDA inspections of clinical sites and GLP toxicology studies; and

 FDA
 review and approval of the NDA.

 The
testing and approval process requires 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.

 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.

 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 is 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 the 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.

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 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 apply
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. The 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 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 April 11, 2024, 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

 Method
 for Treating Myeloid Neoplasm by Administering OXi4503

 November
 2028

 OT-101 – through our JV

 Combination
 of A Chemotherapeutic Agent and An Inhibitor of the TGF- 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 are emphasizing 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 twenty-two full-time employees and consultants as of December 31, 2023; however, all the employees were compensated through the
Company till February 2022. Subsequently, the employees were compensated by the JV. 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.

 ITEM
1A. RISK FACTORS

 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 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.

 The
Company, as of December 31, 2023, had an accumulated deficit of approximately $33.5 million, including a net loss of approximately
$7.9 million in 2023. 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 of a regular and
of a 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, 2023, we had
approximately $0.2 million in cash and current liabilities of approximately $16.5 million, of which $1.3 million pertains to
Mateon'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 will 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 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 and for the years ended December 31, 2023, and 2022, 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 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 plans on 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:

 reliance
 on third-parties for manufacturing process development, regulatory compliance and quality assurance;

 limitations
 on supply availability resulting from capacity and scheduling constraints of third-parties;

 the
 possible breach of manufacturing agreements by third-parties because of factors beyond our control; and

 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.

 We
had twenty-two full-time employees and consultants as of December 31, 2023; however, all the employees were compensated through the
Company through January 2022. Subsequently, the employees were compensated by the JV. 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 expect to continue to rely on external service providers and to maintain a small number of
executives and other employees. 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
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 Business Officer, Chief Medical Officer, Chief Regulatory 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:

 conditions
 imposed on us by the FDA, EMA or another foreign regulatory authority regarding the scope or design of our clinical trials;

 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;

 insufficient
 supply of our product candidates or other materials necessary to conduct and complete our clinical trials;

 slow
 enrollment and retention rate of subjects in clinical trials;

 any
 compliance audits and pre-approval inspections by the FDA, EMA or other regulatory authorities;

 negative
 or inconclusive results from clinical trials, or results that are inconsistent with earlier results;

 serious
 and unexpected drug-related side effects; and

 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:

 timing
 of market introduction of competitive products;

 demonstration
 of clinical safety and efficacy compared to other products;

 cost-effectiveness;

 limited
 or no coverage by third-party payers;

 convenience
 and ease of administration;

 prevalence
 and severity of adverse side effects;

 restrictions
 in the label of the drug;

 other
 potential advantages of alternative treatment methods; and

 ineffective
 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, a past U.S. presidential administration had made statements suggesting plans to seek repeal of all or portions of the
ACA. There could be uncertainty regarding the impact that a future Presidential administration may have on matters 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:

 our
 product candidates may not prove to be safe and efficacious;

 patients
 may die or suffer serious adverse effects for reasons that may or may not be related to the product candidate being tested;

 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;

 we
 may not have sufficient financial resources to complete the clinical trials that would be necessary to obtain regulatory approvals;

 the
 results of later-phase clinical trials may not confirm the results of earlier clinical trials; and

 the
 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 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:

 restrictions
 on the products, manufacturers, or manufacturing processes;

 warning
 letters;

 civil
 or criminal penalties;

 fines;

 injunctions;

 product
 seizures or detentions;

 pressure
 to initiate voluntary product recalls;

 suspension
 or withdrawal of regulatory approvals; and

 refusal
 to approve pending applications for marketing approval of new products or supplements to approved applications.

 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 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 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.

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, 2023, we had approximately 248 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.

 The
price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our
common stock.

 Our
stock price may be volatile. The stock market in general and the market for smaller specialty pharmaceutical companies and biotechnology,
in particular, have experienced extreme volatility that has often been unrelated to the operating performance of particular companies
or the quality of the underlying assets. As a result of this volatility, you may not be able to sell your common stock at or above the
price you paid for such shares. The market price for our common stock may be influenced by many factors, including but not limited to:

 reduction
 in stock price could indicate impairment of the goodwill and intangible assets;

 market
 conditions in the pharmaceutical and biotechnology sectors;

 general
 economic, industry, and market conditions; and

 the
 other factors described in this "Risk Factors" section.

 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, 2023, we had net assets of $22.9 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, 2023, 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 controls over financial reporting were not effective as of December 31, 2023. While 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, 2023, we had approximately 399.2 million
shares of common stock issued and outstanding, including approximately 1 million shares of common stock to be issued. As of December
31, 2023, we also had approximately 62 million warrants outstanding, approximately 24 million options and approximately 162 million
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 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.

 While
the COVID-19 pandemic has become less effective, the after effects of the pandemic continue 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, or any other global pandemic, will have a material impact on
our financial condition and results of operations due to understaffing, disruptions in government spending, among other factors.

 A
material amount of our assets represents intangible assets, and our net income would be reduced if our intangible assets became impaired.

 As
of December 31, 2023, our gross intangible assets and goodwill from our 2019 PointR acquisition represented approximately $1.1
million and approximately $6 million, respectively; and the fair value of our investment in our JV was approximately $22.7 million,
representing approximately 99% of our total assets. Goodwill is generated in our acquisitions when the cost of an acquisition
exceeds the fair value of the net tangible and identifiable intangible assets we acquire. Goodwill and indefinite-lived intangible
assets are subject to an impairment analysis at least annually based on fair value. Intangible assets relate primarily to in-process
research and development (IPR&D) and patents acquired by us as part of our acquisitions of other companies and are subject to an
impairment analysis whenever events or changes in circumstances exist that indicate that the carrying value of the intangible asset
might not be recoverable. If market and economic conditions or business performance deteriorate, the likelihood that we would record
an impairment charge would increase, which impairment charge could materially and adversely affect our financial condition and
operating results. As the market capitalization of our Company was adversely impacted due to a reduction in the stock price of our
Common Stock, during the year ended December 31, 2023, we recorded an impairment of approximately $6.1 million on the goodwill
representing the difference in net assets over the fair value of the Company, based on our market capitalization.

 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 plan 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.

 We
have formed a DAO company to operate with a DAO infrastructure within the rigor of a corporation.

 In
November 2022, the Company formed a DAO entity, Pet2DAO Inc., as a wholly owned subsidiary. Pet2DAO is a DAO technology company, integrating
the strong governance of traditional corporations with the innovative DAO architecture. The Company will
look to engage stakeholders, to build value through the DAO, while maintaining the rigor of traditional corporations, including governance,
compliance, and accountability through a team of veterans in public companies with innovators
in AI, blockchain and Web3. Pet2DAO will initially be looking to develop products for the animal health space. The Company will
initially issue regular tokens and NFTs of Pet2DAO called PDAO to its employees, shareholders and KOLs and use the Tokens to propose
and vote on various animal health related programs. In the future, the Company will evaluate and plan to register these tokens with the
SEC to make such Tokens freely tradable at a future point in time. The Company cannot predict the outcome of Pet2DAO as an entity, how
investors will look at this new development, especially with what is happening in the crypto currency environment, the success of the
tokens, whether we will be able to register the tokens as securities or the success to make these tokens freely tradable. Any failure
of a DAO could cause investors of the Company to discontinue to be invested in the Company, and which could have a negative impact on
the trading price of our stock.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
2. PROPERTIES

 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 moved 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 is no additional material pending or threatened legal proceedings at this
time.

 One
of the Company's ex-employees has made a breach of employment contract claim against the Company. The Company and its legal counsel
are evaluating the validity of the claim, as the Company believes that such claim has limited merits and is hopeful to attain a positive
outcome for such claim. Since the Company and its legal counsel are still evaluating the claim, we are unable to quantify the amount
such claim would be settled at, if at all settled.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 The
Company's common stock trades on the OTCQB market, operated by OTC Markets, under the symbol "OTLC".

 Holders

 As
of April 11, 2024, there were 79 stockholders of record of the 399,683,858 outstanding shares of the Company's common stock.

 Dividends

 The
Company has not declared or paid any cash dividends on its common stock since its inception in 1988 and does not intend to pay cash dividends
in the foreseeable future. The Company presently intends to retain future earnings, if any, to finance the growth and development of
its business.

Authorized for Issuance Under Equity Compensation Plans

 Information
relating to compensation plans under which our equity securities are authorized for issuance is presented in Part III, Item 12 of this
Annual Report on Form 10-K.

 Unregistered
Sales of Securities

 No
unregistered securities were issued during the fiscal year that were not previously reported in a Quarterly Report on Form 10-Q or Current
Report on Form 8-K.

 ITEM
6. RESERVED

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Note
Regarding Forward-Looking Statements

 This
Annual Report on Form 10-K (the " Annual Report " or " Report ") includes a number of forward-looking
statements that reflect management's current views with respect to future events and financial performance. Forward- looking statements
are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements
by terminology such as "may," "should," "expects," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential" or "continue" or the negative
of these terms or other comparable terminology. Those statements include statements regarding the intent, belief or current expectations
of us and members of our management team, as well as the assumptions on which such statements are based. For a more detailed discussion
on our forward-looking statements, kindly refer to "Forward Looking Statements" prior to Item 1: Part I: Business contained
in this Annual Report.

we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels
of activity, or performance. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors.
Some of these risks are included in the section entitled "Risk Factors" set forth in this Annual Report and in other reports
that we file with the SEC. The occurrence of any of these risks, or others of which we are currently unaware, may cause our company's
actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and without
limitation:

 our
 ability to successfully commercialize our products and services on a large enough scale to generate profitable operations;

 our
 ability to maintain and develop relationships with customers and suppliers;

 our
 ability to successfully integrate acquired businesses or new products, or to realize anticipated synergies in connection with acquisitions
 of businesses or products;

 expectations
 concerning our ability to raise additional funding and to continue as a going concern;

 our
 ability to successfully implement our business plan;

 our
 ability to successfully operate GMP Biotechnology Limited (" GMP Bio"), our joint venture with Dragon Overseas
 Limited (" Dragon "), to develop our product portfolio, or to have a successful IPO for GMP Bio as planned;

 our
 ability to avoid, or to adequately address any intellectual property claims brought by third parties; and

 the
 anticipated impact of any changes in industry regulation.

 building
 and the success of our nanoparticle platform and the related success of launching the platform

 the
 success of the launch of a company with a DAO infrastructure, the success of the entity and the plans surrounding the pet and animal
 health, the ability for the Company to register the tokens of Pet2Dao, the actual filing of a registration statement and approval
 of the tokens as registrable securities with the SEC through a registration statement, the ability of the tokens to be tradable or
 any value such tokens may have if they become tradable.

 Readers
are urged to carefully review and consider the various disclosures made by us in this Annual Report and in our other reports filed with
the SEC. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of
unanticipated events or changes in the future operating results over time except as required by law. We believe that our assumptions
are based upon reasonable data derived from and known about our business and operations. No assurances are made that the actual results
of operations or the results of our future activities will not differ materially from our assumptions.

 Corporate
History

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, Pet2DAO Inc., a Delaware corporation and EdgePoint AI, Inc.
(" Edgepoint"), a Delaware Corporation for which there are non-controlling interests, (Oncotelic, Oncotelic Inc., PointR,
Pet2DAO and Edgepoint are collectively called the " Company " or " We "). The Company completed a reverse
merger with Oncotelic Inc in April 2019, a merger with PointR in November 2019 and formed a subsidiary Edgepoint in February 2020. For
more information on these mergers, 2022 Annual Report on Form 10-K filed with the SEC on April 14, 2023 or our 2022 Annual Report on
form 10-K/A filed with the SEC on April 20, 2023.

 Amendments
to Certificate of Incorporation

 In
March 2021, the Company received approval from the Financial Industry Regulatory Authority on its notice of corporate action to change
the name of the Company from Mateon Therapeutics, Inc. to Oncotelic Therapeutics, Inc, and 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. 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 "). As such, the total number of shares of the Company's
Common Stock available for issuance under the 2015 plan is 27,250,000.

 Company
Overview

 We
are a clinical stage biopharmaceutical company developing drugs for the treatment of cancer. Our goal is to advance our drug candidates
into late-stage pivotal clinical trials and either sell marketing rights to a larger pharmaceutical company or seek FDA approval ourselves.

 The
Company is currently developing OT-101, through its joint venture ( "JV") with Dragon Overseas Capital Limited (" Dragon")
and GMP Biotechnology Limited ( "GMP Bio"), both affiliates of Golden Mountain Partners (" GMP "),
for various cancers and COVID-19, Artemisinin for COVID-19 and AI technologies for clinical development and manufacturing. The Company
is also independently planning to develop OT-101 for certain animal health indications and contemplating using crypto currencies for
that platform. 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
2020, the Company had entered into an agreement and supplemental agreement with GMP for a total of $1.2 million to render services for
the development of OT-101 for COVID-19 and such amount was recorded as revenue upon completion of all performance obligations under the
agreement. The Company secured various financings from GMP between 2020 and early 2022. For information on the GMP financings,
please refer to GMP Note purchase agreements and unsecured notes below.

 For
more information on the GMP debt financing and the JV, refer to Notes 5 and 6 of the Notes to the Consolidated Financial Statements.

 In
November 2022, the Company formed a Decentralized autonomous organization (" DAO ") entity, Pet2DAO, Inc. (" Pet2DAO "),
as a wholly owned subsidiary. A DAO is an emerging form of legal structure, that has no central
governing body, and whose members share a common goal to act in the best interest of the entity. Pet2DAO is a DAO technology company,
integrating the strong governance of traditional corporations with the innovative DAO architecture. The Company will look to engage stakeholders,
to build value through the DAO, while maintaining the rigor of traditional corporations, including governance, compliance, and accountability
through a team of veterans in public companies with innovators in AI, blockchain and Web3. Pet2DAO will initially be looking to
develop products for the animal health space. The Company will initially issue regular tokens and non-fungible tokens (" NFT "
and cumulatively " Tokens ") of Pet2DAO called PDAO to its employees, shareholders, and key opinion leaders (" KOLs ')
and use the Tokens to propose and vote on various animal health related programs. In the future, the Company will evaluate and plan to
register these tokens with the SEC to make such Tokens freely tradable at a future point in time.

 Since
April 2019, we have been operating under significant capital constraints, which has curtailed our ability to achieve meaningful progress
in either of the Company's two clinical programs – one of which is developing OXi4503 as a treatment for acute myeloid leukemia
and myelodysplastic syndromes and the other of which is developing CA4P in combination with a checkpoint inhibitor for the treatment
of advanced metastatic melanoma. We believe that the merger of Oncotelic and Oncotelic Inc. creates a combined company that has potential
to generate shareholder value through a promising pipeline of next generation immunotherapies targeting several significant cancer markets
where there is a lack of therapeutic options and lack of an effective immunotherapy protocol.

 Forever
Prosperity, LLC (assigned by GMP) Note purchase agreements and unsecured 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 December 31, 2024. 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, 2023, 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 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 December 31,
2024. GMP does not have the option to convert prior to the GMP Note 2's maturity at the end of one year. Such financing was to
be utilized solely to fund the clinical trial. GMP was invoiced by the clinical research organization for $1.5 million. To this date,
GMP has paid the clinical trial organization $1.0 million.

 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. 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 December 31, 2024.

 In
January 2022, the Company entered into an Unsecured Convertible Note Purchase Agreement (the " January Purchase Agreement ")
with GMP, pursuant to which the Company issued a convertible promissory note in the aggregate principal amount of $0.5 million (the " January
2022 Note "), which January 2022 Note is convertible into shares of the Company's Common Stock. GMP agreed to extend the
date of maturity of the January 2022 Note to December 31, 2024.

 Cumulatively,
the GMP Note, GMP Note 2, October 2021 Note and the January 2022 Notes are referred to as the " GMP Notes". The GMP
Notes carry an interest rate of 2% per annum and mature 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). All Notes contain a voluntary
conversion mechanism whereby GMP may convert the outstanding principal and accrued interest under the terms of all the GMP Notes 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 Notes 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 Notes, 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. Subsequently, GMP has assigned all the Notes to Forever Prosperity, LLC,
an affiliated company of GMP and GMP Bio.

 For
more information on the Forever Prosperity, LLC (GMP) debt financing, refer to Note 5 of the Notes to the Consolidated Financial Statements.

 Joint
Venture

 In
March 2022, the Company entered into (i) a joint venture (the " JV ") agreement with Dragon and GMP Bio, both
affiliates of GMP, (and the Company, Dragon and GMP Bio are collectively called the " Parties ") (the
" JVA "), (ii) a license agreement for rights to OT-101 (the " US License Agreement ") for the
territory within the United States of America (the " US ") with Sapu Holdings, LLC, a subsidiary of GMP Bio and
(iii) a license agreement for rights to OT-101 for the rest of the world with GMP Bio (the " Ex-US Rights
Agreement ", and the US License Agreement and the Ex-US License Agreement are collectively called the
" Agreements "). For more information on the JV, JVA, and Agreements, refer to our 2022 Annual Report on Form
10-K/A filed with the SEC on April 19, 2023.

 As
of the effective date of the formation of the JV, the combined enterprise value of GMP Bio was approximately $50.4 million, comprising
of the fair value of the Company's investment in GMP Bio of approximately $22.7 million and the total original capital contributions
by Dragon Overseas of approximately $27.6 million. As of December 31, 2023, the JV had approximately $23 million in assets, not including
GMP Bio's capital subscriptions of approximately $18 million; recorded approximately $2.6 million in liabilities and incurred
approximately $4.8 million and approximately $4.1 million in operational expenses for the years ended December 31, 2023 and 2022, respectively.
While GMP's fiscal year commences on April 1 and ends on March 31, the Company has reported the operational expenses for the same
fiscal period as the Company. The Company elected the fair value option under subsection of Section 825-10-15 to account for its equity-method
investment as the Company believes that it the most appropriate method to properly value the Company and record a change in value when
and upon conducting a fair value assessment. GMP Bio conducted a fair value valuation study of the entity as of December 31, 2023. Based on
the results of the valuation study and the 45% ownership of the Company in GMP Bio, the Company reported a change in fair value of the
Company. As such, the Company reported a change in fair value of the investment in GMP Bio of approximately $13,000 as of December 31,
2023. As of December 31, 2022, the Company did not believe
the fair value of the JV has changed during the year ended December 31, 2022 and hence had not recorded a change in fair value.

 For
information on the various notes from GMP, refer to Note 5 – GMP Notes of the Notes to the Consolidated Financial Statements
below.

 New
Private Placement with JH Darbie

 In
July 2023, the Company completed entering into subscription agreements with certain accredited investors (" Subscription Agreement "),
whereby the Company issued a total of 40 units (" Units "), with each Unit consisting of (i) one convertible promissory
note issued by the Company (the " Note "), convertible into up to 250,000 shares of 250,000 shares of the Company's
common stock, par value $0.01 per share (" the Company's Common Stock "), at a conversion price of $0.10 per Company's
Common Stock; and (iii) 250,000 warrants (the " Warrants ") to purchase an equivalent number of shares of Company Common
Stock at $0.12 per share (the " Financing "). The Company converted the debt of 15 accredited investors, equal to 42
units of PPM-1, into the current Subscription Agreements, which resulted in $0 gross proceeds and conversion of $1.0 million of old debt
into new debt to the Company. These conversions were for the prior private placement by JH Darbie (See Note 7 of these Notes to Unaudited
Financial Statement). Placement agent fees of $150,000 were paid to JH Darbie & Co., Inc. (" JH Darbie). JH Darbie and
the Company are parties to a placement agent agreement, dated March 10, 2023 (" Agreement ") pursuant to which DH Darbie
has the right to sell a minimum of 10 Units and a maximum of 200 Units on a best efforts basis.

in October 2023, the Company entered into a series of subscription agreements with 27 accredited investors which resulted in a conversion
of a gross amount of $1.05 million, consisting of 42 units, under the prior JH Darbie Financing into new debt to the Company. This conversion
constituted to be Tranche 3 of the July 2023 PPM and the terms and conditions of such conversion are the same as that of the first 2
Tranches.

 For
more information on the prior JH Darbie Financing, review Note 7 of this Annual Report.

Agreement with Autotelic, Inc.

 On
September 30, 2021, Oncotelic Therapeutics, Inc. (the " Company ") entered into an exclusive License Agreement (the
" License Agreement ") with Autotelic, Inc. (" Autotelic "), pursuant to which Autotelic granted Oncotelic
the exclusive right and license to certain Autotelic Patents (as defined in the Agreement) and Autotelic Know-How (as defined in the
License Agreement) and a right of first refusal to acquire at least a majority of the outstanding capital stock of Autotelic. For more
information on the License Agreement, refer to our 2021 Annual Report on Form 10-K filed with the SEC on April 15, 2022.

 August
2021 Notes

 In
August 2021, the Company entered into Note Purchase Agreements with Autotelic, the Company's 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 " August 2021 Notes"). For more information
on the August 2021 Notes, refer to Note 5 of the current Notes to the Consolidated Financial Statements.

 November
/ December 2021 and March 2022 Financing

 In
November / 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 Stock at a strike price of $0.13
up to five years after issuance. The Placement agent was also granted a total of 961,540 warrants convertible into an equivalent number
of the Company Common Stock at a strike price of $0.13 up to five years after issuance, as part of a finder's fee agreement.

in March 2022, the Company entered into a Securities Purchase Agreement with Fourth Man, pursuant to which the Company issued
convertible promissory note in the aggregate principal amount of $0.25 million, 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. As of December 31, 2023, this note was in default. The investors have 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 $0.10. The Company granted a total number of 1,250,000 warrants
convertible into an equivalent number of the Company common shares at a strike price of $0.20 up to five years after issuance. The
Placement agent was also granted a total of 125,000 warrants convertible into an equivalent number of the Company Common Stock at a
strike price of $0.20 up to five years after issuance, as part of a finder's fee agreement.

the year ended December 31, 2023, the Company converted the balance of approximately $243,000 of Blue Lake November-December 2021
convertible note, inclusive of accrued interest, into 3,466,583 shares of the Company's Common Stock, which fully retired the
convertible note as of December 31, 2023. Further, during the year ended December 31, 2023, the Company fully converted the balance
of Fourth Man convertible note of approximately $127,000 into 1,820,395 shares of the Company's common stock, which fully
retired the convertible note as of December 31, 2023.

the year ended December 31, 2022, the Company converted the Mast Hill convertible note into 4,025,000 shares of the Company's Common
Stock, which fully retired the convertible note during the second fiscal quarter of 2022.

the year ended December 31, 2022, the Company repaid the Talos Victory and First Fire convertible notes with the proceeds from the May
2022 Mast Hill convertible note.

the year ended December 31, 2022, the Company converted $68,250 of Blue Lake note and $30,000 of accrued interest into 1,428,571 shares
of Common Stock and converted $190,000 of the Fourth Man note into 2,764,286 shares of common stock.

the year ended December 31, 2023, the Company converted $88,000 in principal and $52,000 in accrued interest, of Fourth Man March 2022 note, into 2,050,000 shares of
common stock. The note includes a default amount calculated at 125% of the unpaid principal and accrued interest. As the Company failed
to repay the note at the original maturity date, the Company accrued an additional $70,000 resulting from this default feature.

 For
more information on the November-December 2021 and March 2022 Financing, refer to Note 5 of current Notes to the Consolidated Financial
Statements.

 May
2022 Note

 In
May 2022, the Company entered into a securities purchase agreement with one institutional investor, whereby the Company issued one convertible
note in the aggregate principal amount of $0.6 million, convertible into shares of common stock of the Company ("May 2022 Mast
Note"). 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. Investor 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 $0.10. The Company granted a total number of 3,025,000 warrants convertible into an equivalent number of Company common shares at
a strike price of $0.20 up to five years after issuance. The Placement agent was also granted a total of 302,500 warrants convertible
into an equivalent number of the Company Common Stock at a strike price of $0.20 up to five years after issuance, as part of a finder's
fee agreement. A portion of the proceeds were used to retire some of the November/December 2021 notes. As of December 31, 2023, this
note is in technical default due to cross default provision contained in November / December 2021 Notes.

 For
more information on the May 2022 Financing, refer to Note 5 of current Notes to the Consolidated Financial Statements.

 June
2022 Note

 In
June 2022, the Company entered into a securities purchase agreement with one institutional investor, whereby the Company issued one convertible
note in the aggregate principal amount of $335,000 convertible into shares of common stock of the Company ("June 2022 Blue Lake
Note"). 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. The investor 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 $0.10. The Company granted a total number of 837,500 warrants convertible into an equivalent number of the Company common shares at
a strike price of $0.20 up to five years after issuance. The Placement agent was also granted a total of 83,750 warrants convertible
into an equivalent number of the Company Common Stock at a strike price of $0.20 up to five years after issuance, as part of a finder's
fee agreement. A portion of the proceeds were used to retire some of the November/December 2021 notes. As of December 31, 2023, this
note is in technical default due to cross default provision contained in November / December 2021 Notes. However, the Company has not
received notification of default from the lender.

 Short-term
loans

 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
$120,000 short term loan to the company during the year ended December 31, 2022. During the year ended December 31, 2023 Autotelic provided
$1.4 million in various short-term loans to the Company. As such, $1.5 million was outstanding and payable to Autotelic at December 31,
2023.

 The
Company's CFO was owed approximately $25,000 at December 31, 2022. During the year ended December 31, 2023, the company's
CFO provided additional short-term advance of $10,000. As such, approximately $35,000 was outstanding from the Company's CFO at
December 31, 2023.

 In December 2023, the Company received $50,000 from the company's
CEO. As such, $50,000 was outstanding to the Company's CEO at December 31, 2023.

the year ended December 31, 2021, the Company received approximately $630,000 primarily from two bridge investors, of which $373,500
was converted into the August 2021 Notes, and $20,000 was repaid. During the year ended December 31, 2023, an additional $35,000 was
repaid to one of the bridge investors. Approximately $210,000 was outstanding as short-term advances from bridge investors as of December
31, 2023.

 Critical
Accounting Policies and Significant Judgments and Estimates

 The
preparation of financial statements in accordance with U.S. generally accepted accounting principles (" US GAAP ")
requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expense during the
reporting periods. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable
under the circumstances at the time we make such estimates. Actual results and outcomes may differ materially from our estimates,
judgments, and assumptions. We periodically review our estimates considering changes in circumstances, facts, and experience. The
effects of material revisions in estimates are reflected in the financial statements prospectively from the date of the change in
estimate. Our significant accounting policies are more fully described in Note 2 to our financial statements included elsewhere in
this Annual Report.

 We
define our critical accounting policies as those accounting principles that require us to make subjective estimates and judgments about
matters that are uncertain and are likely to have a material impact on our financial condition and results of operations, as well as
the specific manner in which we apply those principles. We believe the critical accounting policies used in the preparation of our financial
statements that require significant estimates and judgments are the following:

 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. The 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.

 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.

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.

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.

 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 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 is not within the entity's control could or require net cash settlement, then the contract shall be classified as an
asset or a liability.

 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.

 Variable
Interest Entity (VIE) Accounting

 We
evaluate our 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.

 Investments
- Equity Method

 The
Company accounts for equity method investments at cost, adjusted for the Company's share of the investee's earnings or losses,
which are reflected in the consolidated statements of operations. The Company periodically reviews the investments for other than temporary
declines in fair value below cost and more frequently when events or changes in circumstances indicate that the carrying value of an
asset may not be recoverable.

 The
Investment in GMP Bio represents the investment into equity securities for which the Company elected the fair value option pursuant to
ASC 825-10-15 and subsequent fair value changes in the GMP Bio shares are included in the result from continuing operations. Refer to
Note 6 of these Notes to the Consolidated Financial Statements.

 Joint
Venture agreement

 We
have equity interest in unconsolidated arrangement that is primarily engaged in the business of drug discovery, development, and commercialization,
including but not limited to development and commercialization of TGF-beta therapeutics as well as establishing and operating contract
development and manufacturing organization (CDMO) facilities and capabilities. The Company first reviewed the arrangement to determine
if it meets the definition of an accounting joint venture pursuant to ASC 323-10-20. In order to meet the definition of a joint venture,
the arrangement must have all of the following characteristics, (i) the arrangement is organized within a separate legal entity, (ii)
the entity is under the joint control of the venturers, (iii) the venturers must be able to exercise joint control through their equity
investments, (iv) the qualitative characteristics of the entity, including its purpose and design must be consistent with the definition
of a joint venture

 We
consolidate arrangements that are considered to be VIEs where we are the primary beneficiary. We analyze our investments in joint ventures
to determine if the joint venture is considered a VIE and would require consolidation. We (i) evaluate the sufficiency of the total equity
investment at risk, (ii) review the voting rights and decision-making authority of the equity investment holders as a group and whether
there are limited partners (or similar owning entities) that lack substantive participating or kick out rights, guaranteed returns, protection
against losses, or capping of residual returns within the group and (iii) establish whether activities within the venture are on behalf
of an investor with disproportionately few voting rights in making this VIE determination.

 To
the extent that we own interests in a VIE and we (i) have the power to direct the activities that most significantly impact the economic
performance of the VIE and (ii) have the obligation or rights to absorb losses or receive benefits that could potentially be significant
to the VIE, then we would be determined to be the primary beneficiary and would consolidate the VIE. To the extent that we own interests
in a VIE, then at each reporting period, we re-assess our conclusions as to which, if any, party within the VIE is considered the primary
beneficiary.

 To
the extent that our arrangements do not qualify as VIEs, they are consolidated if we control them through majority ownership interests
or if we are the managing entity (general partner or managing member) and our partner does not have substantive participating rights.
Control is further demonstrated by our ability to unilaterally make significant operating decisions, refinance debt, and sell the assets
of the joint venture without the consent of the non- managing entity and the inability of the non-managing entity to remove us from our
role as the managing entity.

 We
use the equity method of accounting for those arrangements where we exercise significant influence but do not have control. Under the
equity method of accounting, our investment in each arrangement is included on our consolidated balance sheet; however, the assets and
liabilities of the joint ventures for which we use the equity method are not included on our consolidated balance sheet.

 When
we sell or contribute properties to unconsolidated arrangements and retain a non-controlling ownership interest in such assets, we recognize
the difference between the consideration received and the carrying amount of the asset sold or contributed when its derecognition criteria
are met. The equity method investment we retain in such partial sale transactions is noncash consideration and is measured at fair value.
As a result, the accounting for a partial sale will result in the recognition of a full gain or loss.

 When
circumstances indicate there may have been a reduction in the value of an equity investment, we evaluate whether the loss in value is
other than temporary. If we conclude it is other than temporary, we recognize an impairment charge to reflect the equity investment at
fair value.

 The
Company elected the fair value option under the fair value option Subsection of Section 825-10-15 to account for its equity-method investment.

and Development Expense

and development expense consists of costs we incur for the development of our investigational drugs and, to a lesser extent, for preclinical
research activities. Research and development costs are expensed as incurred. Research and development expense include clinical trial
costs, salaries, and benefits of employees, including associated stock-based compensation, payments to clinical investigators, drug manufacturing
costs, laboratory supplies and facility costs. Clinical trial costs are a significant component of our research and development expenses,
and these can be difficult to accurately estimate. Included in clinical trial costs are fees paid to other entities that conduct certain
research and development activities on our behalf, such as clinical research organizations, or CROs. We estimate clinical trial expense
based on the services performed pursuant to contracts with research institutions such as CROs and the actual clinical investigators.
These estimates are based on actual time and expenses incurred by the CRO and the clinical investigators. Also included in clinical trial
expense are costs based on the level of patient enrollment into the clinical trial and the actual services performed under the related
clinical trial agreement. Changes in clinical trial assumptions, such as the length of time estimated to enroll all patients, rate of
screening failures, patient drop-out rates, number and nature of adverse event reports and the total number of patients enrolled can
impact the average and expected cost per patient and the overall cost of the clinical trial. Based on patient enrollment reports and
services provided, we may periodically adjust estimates for the clinical trial costs. If we do not identify costs that we have begun
to incur or if we underestimate or overestimate the level of services performed, the length of time for these services or the costs of
these services, our actual expenses could differ from our estimates.

 Share-Based

 We
record the estimated fair value of all share-based payments issued to employees and other service providers. Our share-based payments
consist primarily of stock options. The valuation of stock options is an inherently subjective process, since market values are not available
for any stock options in our equity securities. Market values are also not available on long-term, non-transferable stock options in
other equity securities. With no market values on options to trade in our common stock and no comparable market values on any long-term
non-transferable stock options, the process of valuing our stock options is even more uncertain and subjective. Accordingly, we use a
Black-Scholes option pricing model to derive an estimated fair value of the stock options which we issue. The Black-Scholes option pricing
model requires certain input assumptions, including the expected term of the options and the expected volatility of our common stock.
Changes in these assumptions could have a material impact on the estimated fair value that we record for share-based payments that we
issue. We determine the term of the options based on the simplified method, which averages the vesting period and the contractual life
of the stock option. We determine the expected volatility based on the historical volatility of our common stock over a period commensurate
with the option's expected term. The Black-Scholes option pricing model also requires assumptions for risk-free interest rates
and the expected dividend yield of our common stock, but we feel that these values are more objective and note that changes in these
values do not have a significant impact on the estimated value of the options when compared to the volatility and term assumptions.

 We
are also required to estimate the level of award forfeitures expected to occur and record compensation expense only for those awards
that are ultimately expected to vest. Accordingly, we perform a historical analysis of option awards that are forfeited prior to vesting,
and record total stock option expense that reflects this estimated forfeiture rate.

 Results
of Operations

 Years
Ended December 31, 2023, and 2022.

 A
comparison of the Company's operating results for the year ended December 31, 2023, and 2022, respectively, is as follows.

 Variance

 Service revenue

 -

 Total revenue

 -

 Operating expense:

 Research and development

 $
 61,143

 $
 756,910

 $
 (695,767
)

 General and administrative

 573,726

 4,853,664

 (4,279,938
)

 Goodwill impairment

 6,083,146

 4,111,079

 1,972,067

 Total operating expense

 6,718,015

 9,721,653

 (3,003,638
)

 Income (loss) from operations

 (6,648,015
)

 (9,721,653
)

 3,073,638

 Interest expense, net

 (1,044,786
)

 (2,971,046
)

 1,926,260

 Reimbursement for expenses – related party

 72,246

 533,485

 (461,239
)

 Change in fair value of investment in GMP Bio

 -

 Change in the value of derivatives on debt

 (225,074
)

 142,150

 (367,224
)

 Loss on debt conversion

 (373,142

)

 (257,810

)

 (115,332
)

 Gain on derecognition of non-financial asset

 -

 16,951,477

 (16,951,477
)

 Net income (loss) before controlling interests

 $
 (8,206,065
)

 $

 $
 (12,882,668
)

 Net
Loss

 We
recorded a net loss of approximately $8.2 million for the year ended December 31, 2023 compared to a net income of approximately
$4.7 million for same period in 2022. The higher loss of approximately $12.9 million for the year ended December 31, 2023, as
compared to the same period of 2022 was primarily due to recording of higher impairment to goodwill in 2023 by approximately $2
million, a lower non-cash gain of $16.9 million in connection with derecognition of non-financial asset related to the JV, lower
reimbursement for expenses from a related party of approximately $0.5 million, approximately $0.1 million of a higher loss recorded
on conversion of debt, higher change in value of derivatives on debt by approximately $0.4 million, offset by lower operational
expenses of approximately $3.0 million, and lower interest expense by approximately $2.0
million.

 Service
Revenue

the year ended December 31, 2023, we recorded service revenue of $70,000 as received from the Biomedical Advanced Research and Development
Authority (BARDA) for certain services related to our work on their long COVID research. As BARDA has terminated the service contract,
we do not expect to record any further revenues under the contract. No similar revenues were recorded during the year ended December
31, 2022.

and Development Expense

and Development (" R&D ") expense decreased by approximately $0.7 million, to approximately $0.06 million for the
year ended December 31, 2023, as compared to approximately $0.76 million for the year ended December 31, 2022. The reduction in the R&D
activities cost is primarily due to reduced clinical trial costs of $0.14 million for the trials for OT-101 and Artemisinin, decreased
compensation cost of approximately $0.5 million and $0.03 million for lower operational costs as these costs have been borne by our JV.

 Now
that we have formed a joint venture with GMP Bio, whereby we are able to transfer the responsibility of our drug development program
to the JV, we expect to increase research and development activities related to apomorphine, including the initiation of new clinical
trials for our other oncology indications as well continuing or expanding on the trials and development of AI based tools and applications
for OT-101 and Artemisinin for COVID- 19 and other epidemics, and therefore believe that research and development expense may increase
in the future, subject to our continuing ability to secure sufficient funding to continue planned operations.

 General
and Administrative Expense

 General
and administrative (" G&A ") expense decreased by approximately $4.3 million, to approximately $0.6 million for
the year ended December 31, 2023, as compared to approximately $4.9 million for the same period of 2022. The decrease in G&A expenses
was primarily due to the decrease of approximately $3.8 million of non-cash stock-compensation expenses, lower compensation costs of
approximately $0.4 million, lower operational cost of approximately $0.1 million, offset by higher legal and professional costs of approximately
$0.1 million.

 Now
that we have formed a joint venture with GMP Bio, we may be able to transfer the responsibility of some or most of our G&A expenses
to the joint venture, we may see an increase in G&A expenses, subject to our continuing ability to secure sufficient funding to continue
planned operations.

Impairment

 We
recorded a goodwill impairment of approximately $6.1 million on the approximately $16.2 million goodwill, which we recorded upon our
acquisition of PointR, for the year ended December 31, 2022, compared to impairment of $4.1 million recorded during the same period in
2022.

the second and fourth quarters of 2022, we concluded that the steep decline of our stock price, the market capitalization of our Company,
and the general economic conditions, which adversely impacted the majority of the pharmaceutical and biotechnology industry, were indicative
of a potential impairment of our goodwill. While we evaluated and concluded that the AI technologies related to the PointR acquisition
are not adversely impacted, and the Company continues to develop other AI technologies, the significant reduction of our market capitalization
required us to record an impairment on the goodwill to the extent of the difference between the net assets of the Company over the fair
value based on the market capitalization.

 Interest
Expense

 We
recorded interest expense, including amortization of debt costs, of approximately $1.0 million for the year ended December 31, 2023,
in connection with debt raised from the various convertible notes and a private placement memorandum as compared to $3.0 million on convertible
notes and a portion of the private placement memorandum for the same period of 2022.

 Reimbursement of expenses

 The Company was reimbursed approximately
$0.1 million, by Autotelic Inc. a related party, during the year ended December 31, 2023 for expenses incurred by the Company on behalf
of our JV, compared to reimbursement of approximately $0.5 million during the year ended December 31, 2022.

 Change in fair value of investment
in GMP Bio

 We recorded a change in fair
value of our investment in GMP Bio of approximately $13,000 for the year ended December 31, 2023, based on a third-party fair valuation
of GMP Bio in accordance with US GAAP.

 Change in value of derivatives

 During the year ended December
31, 2023, we recorded a loss of $0.2 million due to the change in value of derivatives on the notes issued to our CEO and the bridge investors.
Correspondingly, during the year ended December 31, 2022, we recorded a gain of $0.1 million due to the change in value of derivatives
on the notes issued to our CEO and the bridge investors.

 Loss
on Conversion of Debt

the year ended December 31, 2023, we recorded a loss on conversion of debt of approximately $0.4 million related to the difference
in fair value to the price at which the debt was converted. We had recorded a similar loss of $0.3 million in 2022.

 Gain on Derecognition of Non-financial
Asset

 We did not record any gain related
to non financial asset transfer for the year ended December 31, 2023. During the year ended December 31, 2022, we recorded a gain of approximately
$16.9 million on the sale of our non- financial asset upon the transfer of OT-101 as our capital contribution for the JV. We adopted the
fair value measurements under the equity method and the gain was net of the fair value of the asset of approximately $22.6 million as
reduced by the removal of the value of the intangibles of approximately $0.8 million for OT-101 and the value of the goodwill of $4.9
million recorded at the time of the 2019 Merger with Oncotelic Inc.

 Liquidity,
Financial Condition and Capital Resources ($s in '000's)

 31,

 31,

 2023

 2022

 Cash,
 including restricted cash

 $

 $

 Working
 capital

 (16,233
)

 (16,620
)

 Stockholders'

 11,611

 19,193

 The
Company has experienced net losses every year since inception and as of December 31, 2023, had an accumulated deficit of approximately
$33.5 million, including approximately $6.1 million goodwill impairment recorded during the year 2023. As of December 31, 2023, the
Company had approximately $0.2 million in cash and current liabilities of approximately $16.5 million, of which approximately $1.3 million
are net assumed liabilities of the Company as part of the Oncotelic Inc. reverse merger, $4.5 million of debt related to debt for conducting
clinical trials for OT-101 from GMP and $2.6 million is contingent liability to issue common shares of the Company to PointR shareholders
upon achievement of certain milestones. Management expects to incur significantly lower costs losses, especially due to the transfer
of costs over to the JV, especially in connection with the development of OT-10, in the foreseeable future but also recognizes the need
to raise capital to remain viable. The Company's limited capital resources, history of recurring losses and uncertainties as to
whether the Company's operations will become profitable raise substantial doubt about its ability to continue as a going concern.
The financial statements contained in this report do not include any adjustments related to the recoverability of assets or classifications
of liabilities that might be necessary should the Company be unable to continue as a going concern.

 The
principal source of the Company's working capital deficit to date has been the issuance of convertible notes, a substantial part
of which has been provided by officers and certain insiders, and sale of equity under the EPA with Peak One. The Company will need to
raise additional capital in order to fund its operations and continue development of product candidates. The Company is evaluating the
options to further the development of the Company's product candidates, AL-101, Artemisinin for COVID-19, developing AI technologies
to support the COVID-19 therapies; in addition to evaluating the development pathway of its product candidates; OXi4503 and/or CA4P.
The Company is also independently planning to develop OT-101 for certain animal health indications and contemplating using crypto currencies
for that platform.

 The
Company anticipates raising substantial additional capital through the sale of equity securities and/or debt, but no new financing arrangements
are in place at this time.

 If
the Company is unable to access additional funds when needed, it may not be able to continue the development of these investigational
drugs and the Company could be required to delay, scale back or eliminate some or all of its development programs and operations. Any
additional equity financing, if available, would be dilutive to the current stockholders and may not be available on favorable terms.
Additional debt financing, if available, may involve restrictive covenants and could also be dilutive. The Company's ability to
access capital is not assured and, if access is not achieved on a timely basis, would materially harm the Company's financial condition,
the value of its common stock and its business prospects.

 Cash
Flows ($s in '000s)

 Year ended December 31,

 2023

 2022

 Net cash used in operating activities

 $
 (1,321
)

 $
 (1,453
)

 Net cash provided by financing activities

 1,250

 1,125

 Increase/ (decrease) in cash

 $
 (71
)

 $
 (327
)

 Operating
Activities

 Net
cash used in operating activities was approximately $1.3 million for the year ended December 31, 2023. This was due to the net loss
of approximately $8.2 million, primarily reduced by approximately $0.2 million due to a change in fair value of derivatives,
approximately $6.1 million of goodwill impairment, approximately $0.3 million of amortization of debt and finance discounts,
approximately $0.4 million of loss on conversion of debt and increased by approximately $0.1 million due to changes in operating
assets and liabilities.

 Net cash used in operating
activities was approximately $1.5 million for the year ended December 31, 2022. This was due to the net income of approximately $4.7
million, primarily reduced by approximately $17 million due to a non-cash gain recorded upon the derecognition of our non-financial assets
and approximately $0.1 million due to a change in fair value of derivatives, and primarily increased by approximately $4.1 million of
goodwill impairment, approximately $2.0 million of amortization of debt and finance discounts, approximately $2.9 million of non-cash
stock based expense on issuance of warrants, approximately $0.9 million of stock compensation, approximately $0.3 million of loss on
conversion of debt and approximately $0.8 million due to changes in operating assets and liabilities.

 Financing
Activities

 For
the year ended December 31, 2023, net cash provided by financing activities was approximately $1.3 million. Net cash provided was due
to approximately $1.4 million raised through short term loans and repayments of approximately $0.1 million.

 For
the year ended December 31, 2022, net cash provided by financing activities was approximately $1.1 million. Net cash provided was due
to approximately $0.2 million raised from sale of common stock under the equity purchase agreement with Peak One and approximately $1.0
million raised through issuance of convertible debt.

 Off-Balance
Sheet Arrangements

 We
have no off-balance sheet arrangements.

 Effects
of Inflation

 We
do not believe that inflation has had a material impact on our business, revenues or operating results during the periods presented.

 Contractual
Obligations

 Our
current drug development programs are based on a series of compounds called combretastatins, which we have exclusively licensed from
Arizona State University, or ASU. If our current drug candidates are approved, we will be required to pay low to mid-single-digit royalties
on future net sales of products associated with the ASU patent rights until these patent rights expire.

 We
also have an exclusive license from Bristol-Myers Squibb, or BMS, for certain patent rights to particular combretastatins, including
CA4P. If CA4P is approved, we will be required to pay low-single-digit royalties on future net sales of products associated with the
BMS patent rights until these patent rights expire.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Our
cash is maintained in U.S. dollar accounts. We have adopted a policy for the cash that we hold, and also for any cash equivalents and
investments that we may hold, the primary objective of which is to preserve principal, while also maintaining liquidity to meet our operating
needs and maximize yields to the extent possible. Although our investments can be subject to credit risk, we follow procedures to limit
the amount of credit exposure in any single issue, issuer or type of investment. Our investments are also subject to interest rate risk
and would be likely to decrease in value if market interest rates increase. However, due to the generally conservative nature of our
investments and relatively short duration, we believe that interest rate risk is mitigated.

we may, from time-to-time, manufacture drugs and conduct preclinical or clinical trials outside of the United States, we believe our
exposure to foreign currency risk to be immaterial.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 See
Item 15 for a list of our Financial Statements and Schedules and any supplementary financial information filed as part of this Annual
Report.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None

 ITEM
 9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 We
maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms,
and that such information is accumulated and communicated to our management, including our principal executive officer and principal
financial officer, as appropriate, to allow timely decisions regarding required disclosures. In designing disclosure controls and procedures,
our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls
and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future
conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance
of achieving the desired control objectives.

 As
required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the " Exchange Act ") our Chief Executive
Officer (" CEO ") and our Chief Financial Officer (" CFO ") conducted an evaluation as of the end of
the period covered by this Annual Report on Form 10-K, of the effectiveness of our disclosure controls and procedures as defined in Rules
13a-15I and 15d-15(e) under the Exchange Act. Based on that evaluation, our CEO and our CFO each concluded that our disclosure controls
and procedures are not effective to provide reasonable assurance that information required to be disclosed in the reports that we file
or submit under the Exchange Act, (i) is recorded, processed, summarized and reported within the time periods specified in the Securities
and Exchange Commission's rules and forms and (ii) is accumulated and communicated to our management, including our CEO and our
CFO, as appropriate to allow timely decisions regarding required disclosure.

 Material
Weaknesses in Internal Control over Financial Reporting

 Management
conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the framework
established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this assessment, management has determined that the Registrant's internal control over financial reporting
as of December 31, 2023 was not effective as a result of certain material weaknesses.

 A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is
a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected
on a timely basis.

 The
ineffectiveness of our internal control over financial reporting was due to the following material weaknesses which are observed in many
small companies with a small number of accounting and financial reporting staff:

 Lack
 of formal policies and procedures;

 Lack
 of adequate independent directors on the Company's board of directors and committees to oversee financial reporting responsibilities;

 Inadequate
 or lack of segregation of duties;

 Lack
 of dedicated resources and experienced personnel to design and implement internal control procedures to support financial reporting
 objectives;

 Lack
 of risk assessment procedures on internal controls to detect financial reporting risks on a timely manner.

 Management's
Plan to Remediate the Material Weaknesses

 Management
continues to plan implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material
weakness are remediated, such that these controls are designed, implemented, and operating effectively. The implementation and remediation
measures are planned subject to the availability of financial and therefore human resources. The remediation actions planned include:

 Continue
 to search for, evaluate and recruit qualified independent outside directors;

 Once
 independent directors are on Board, to augment or replace the non-independent directors to the Audit Committee and other committees.

 Identify
 gaps in our skills base and the expertise of our staff required to meet the financial reporting requirements of a public company;
 and

 Continue
 to develop policies and procedures on internal control over financial reporting and monitor the effectiveness of operations on existing
 controls and procedures.

 Changes
in Internal Control over Financial Reporting

the year ended December 31, 2023, we continued to work on our planned implementation and remediation actions which are all intended to
strengthen our overall control environment, within the limited resources available to us. We have made some progress in our planned remediation
efforts, and we expect the Company to complete its planned execution of internal controls over financial reporting depending on the availability
of resources.

 We
are committed to maintaining a strong internal control environment and believe that these remediation efforts will represent significant
improvements in our control environment. Our management will continue to monitor and evaluate the relevance of our risk-based approach
and the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and is committed to taking
further action and implementing additional enhancements or improvements, as necessary and as funds allow.

 ITEM
9B. OTHER INFORMATION

 None.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The
following table sets forth certain information about our current directors and executive officers followed by individual biographies
of the directors and executive officers of the Company, including their business experience and other relevant information as of December
31, 2023.

 Name

 Age

 Position

 Vuong
 Trieu, Ph. D.

 Chairman
 of the Board and Chief Executive Officer

 Amit
 Shah

 Chief
 Financial Officer

 Saran
 Saund

 Chief
 Business Officer

 E. Maida III

 Chief
 Medical Officer – Translation Medicine & Director

 Steven
 W. King

 Director
 and Consultant

 Seymour
 Fein, M.D.

 Chief
 Regulatory Officer and Chief Medical Officer (Consultant)

 Vuong
Trieu, Ph. D. was the founder and Chairman of the Board of Directors of Oncotelic Inc., having served in such capacity since 2014,
and now serves as the Company's Chief Executive Officer ( "CEO") and Chairman of the Board of Directors. Dr.
Trieu has been involved in drug discovery, development, and commercialization for over 25 years, including his contributions as co-inventor
of Abraxane. He previously served as Executive Chairman and Interim CEO of Marina Biotech, Inc. from 2016 to 2018. Marina Biotech
was a developer of tkRNA for the treatment of FAP/CRC (Familial adenomatous polyposis/ Colorectal Cancer). Prior to that, he also served
as President and CEO of IgDraSol, Inc.— a developer of a 2nd generation Abraxane—beginning in 2012 until its acquisition
by Sorrento Therapeutics, Inc. in 2013. He served as Chief Scientific Officer for Sorrento Therapeutics, Inc. and a member of that company's
board of directors from 2013 until 2014. Previously, Dr. Trieu was Senior Director of Pharmacology/Biology at Abraxis Bioscience/Celgene,
where he led the preclinical, clinical and PK/biomarker development of Abraxane, and was the co-inventor of the intellectual property
covering Abraxane. Earlier in his career, Dr. Trieu held positions at Genetic Therapy/Sandoz (leading the adenoviral gene therapy program
against atherosclerosis), Applied Molecular Evolution (AME)/Lily (leading the expression, purification, and preclinical testing of mAb
therapeutics) and Parker Hughes Institute (Director of Cardiovascular Biology program that evaluated a series of small molecules and
biologics against preclinical models of atherosclerosis, dyslipidemia, stroke, ALS, and restenosis). Dr. Trieu holds a PhD in Microbiology,
BS in Microbiology and Botany. He is a member of ENDO, ASCO, AACR, and many other professional organizations. Dr. Trieu is published
widely in oncology, cardiovascular, and drug development.

 Dr.
Trieu has over 100 patent applications and 39 issued U.S. patents.

 The
Board believes that Dr. Trieu's extensive experience as an executive at various biotechnology and biopharmaceutical companies as
well as his service on private and public company boards qualifies him to serve on the Board.

 Amit
Shah was appointed as our Chief Financial Officer effective in July 2019. Mr. Shah has served as a senior financial officer for a
number of life science companies, including Chief Financial Officer at Marina Biotech, Inc., a publicly traded biotechnology company
from 2017 to 2018; Vice President of Finance & Accounting Insightra Medical Inc. from 2014 to 2015, Acting Chief Financial Officer
of Insightra Medical Inc. in 2015; VP Finance and Acting Chief Financial Officer at IgDraSol Inc. in 2013; Corporate Controller &
Director of Finance at ISTA Pharmaceuticals from 2010 to 2012; Corporate Controller at Spectrum Pharmaceuticals from 2007 to 2010: and
as Controller / Senior Manager Internal Audits at Caraco Pharmaceuticals Laboratories from 2000 to 2007. In addition to his work with
life sciences companies, Mr. Shah served as the Chief Financial Officer at Eagle Business Performance Services, a management consulting
and business advisory firm from end of 2018 through March 2019 and as a consultant and ultimately Senior Director of Finance –
ERP, at Young's Market Company from 2015 to 2017. Mr. Shah received a Bachelor's of Commerce degree from the University of
Mumbai, and is an Associate Chartered Accountant from The Institute of Chartered Accountants of India. Mr. Shah is also an inactive CPA
from Colorado, USA.

 Saran
Saund has served as the Chief Business Officer of the Company since November 2019. Prior to that, he was the Chief Executive Officer
and Founder of PointR Data Inc. from 2016 to 2019 where the revenue generating startup developed an innovative AI for cashier-less automated
retail stores. From 2013 to 2016 Saran Saund served as managing partner of Astralync LLC that specialized in open source AI frameworks
and developed an industry consortium. Previously, Saran Saund held positions as General Manager, founder and CEO at various companies,
including Cambridge Silicon Radio (acquired by Qualcomm), Marvell Semiconductors Inc., and PicoMobile Inc (acquired by Marvell). Mr.
Saund received his MSc. Tech in Computer Science from BITS Pilani (India) and MS Computer Science from Penn State University.

E. Maida III, Ph. D., M.A., M.B.A. was appointed to the Board in May 2020. Dr, Maida was also appointed as a consultant Chief Medical
Officer of the Company in April 2020. Dr. Maida has been involved in the clinical development of immunotherapy for over 27 years in various
executive management positions. Since June 2010 till June 2020, Dr. Maida served as Senior Vice President, Clinical Research for Northwest
Biotherapeutics, Inc., a cancer vaccine company focused on therapy for patients with glioblastoma multiforme and prostate cancer. From
June 2009 through June 2010, Dr. Maida served as Vice President of Clinical Research and General Manager, Oncology, Worldwide for PharmaNet,
Inc., a clinical research organization. From 1997 through 2010, Dr. Maida served as Chairman, Founder and Director of BioConsul Drug
Development Corporation and Principal of Anthony Maida Consulting International, advising pharmaceutical and investment firms, in the
clinical development of therapeutic products and product/company acquisitions. From 1992 to September of 1999, Dr. Maida was President
and Chief Executive Officer of Jenner Biotherapies, Inc., an immunotherapy company. Dr. Maida is currently a member of the board of directors
and audit chair of Spectrum Pharmaceuticals, Inc. and Vitality Biopharma, Inc. (OTCQB: VBIO) and was formerly a member of the board of
directors and audit chair of OncoSec Medical Inc. (OTCQB: ONCS). Dr. Maida holds a B.A. in Biology and History, an M.B.A., an M.A. in
Toxicology and a Ph. D. in Immunology. He is a member of the American Society of Clinical Oncology, the American Association for Cancer
Research, the Society of Neuro-Oncology, the International Society for Biological Therapy of Cancer and the American Chemical Society.

 The
Board believes that Dr. Maida is qualified to serve on the Board and as the consultant Chief Medical Officer due to his extensive experience
as an executive at various biotechnology and biopharmaceutical companies as well as his service on private and public company boards.

 Steven
W. King was appointed to the Board in May 2020. He previously served as the CEO of Peregrine Pharmaceuticals, Inc. and its wholly
owned biomanufacturing subsidiary Avid Bioservices, Inc., during which time the company advanced its lead compound through Phase 3 development,
while growing revenues to over $55 million. Prior to joining Peregrine, Mr. King was employed at Vascular Targeting Technologies, Inc.,
which was acquired by Peregrine in 1997. Mr. King served in a variety of executive roles at Peregrine, including Director of Research
and Development from 1997 to 2000; Vice President Technology and Product Development from 2000 to 2002; Chief Operating Officer from
2002 to 2003; and Chief Executive Officer from 2003 to 2017. Mr. King served on the board of directors of Peregrine from 2003 until 2017.
Mr. King previously worked at the University of Texas Southwestern Medical Center and is co-inventor on over 40 U.S. and foreign patents
and patent applications in the vascular targeting agent field. Mr. King received his Bachelor's and Master's degrees from
Texas Tech University in Cell and Molecular Biology. The Board believes Mr. King is qualified to serve as a director because of his extensive
scientific understanding of technologies in development and expertise in developing and manufacturing biologics, combined with the perspective
and experience he brings from having previously served on the boards of public companies.

 Seymour
Fein, M.D. was appointed to in May 2022 as the Company's Consulting Chief Regulatory Officer. Dr. Fein has been managing partner
of the clinical and regulatory consulting organization, CNF Pharma, LLC for the last 20 years and in that capacity has worked closely
with numerous new drug reviewing divisions at the FDA including the divisions of oncologic drug products. Dr. Fein's professional
activities have been focused on drug development research for over 35 years. He has been extensively involved in the successful development
of numerous drugs, biologics and medical devices during this time leading to FDA approvals for over 20 drugs (NDAs, sNDAs, BLAs) and
devices (PMAs). Dr. Fein began his career at Hoffmann-La Roche Ltd. as a senior research physician and was responsible for a clinical
development program that led to U.S. Food and Drug Administration (FDA) approval of recombinant interferon-alpha for cancer treatment.
Dr. Fein was also the medical director of Bayer Healthcare Pharmaceuticals (U.S.) where he was responsible for therapeutic areas including
gastroenterology, oncology, and cardiology. He later served as medical director for Rorer Group (now part of Sanofi) and Ohmeda (now
part of Baxter). Dr. Fein founded and has been managing partner of a clinical and regulatory consulting organization and has worked closely
with the numerous new drug review divisions at the FDA including the divisions of oncologic drug products. Dr. Fein has successfully
overseen entrepreneurial drug development leading to the FDA approval of two orphan drug products in the field of gastroenterology and
the first drug approved for the treatment of nocturia in the field of urology. Dr. Fein received his B.A. degree from the University
of Pennsylvania and his M.D. degree with honors from New York Medical College. He completed a three-year residency in internal medicine
at Dartmouth and a three-year fellowship in medical oncology and hematology at Harvard Medical School, where he served as an instructor
of medicine during his final fellowship year. Dr. Fein is board-certified in both oncology and internal medicine.

 The
Board had three standing committees, which consisted of the Audit Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee (collectively, the " Committees "), We have discontinued all the Committees since July 2021 and
since that date, the full Board serves in lieu of all Committees. Once we engage new directors to the Board, we will restart the Committees,
and the members will serve on these committees until their resignation or as otherwise determined by our Board.

 Audit
Committee

 For
the year ended December 2023, the full Board acted in lieu of an Audit Committee. The full Board met four times during the year ended
December 31, 2023 in lieu of the Audit Committee.

 Our
Audit Committee had the authority to retain and terminate the services of our independent registered public accounting firm, reviews
our annual financial statements, considers matters relating to accounting policy and internal controls, and reviews the scope of our
annual audits. Such functions are currently being managed by our full Board.

 The
Board had adopted a charter for the Audit Committee, which is to be reviewed and reassessed annually by the Audit Committee. Due to a
lack of the Committee, such review and evaluation has not been done. A copy of the Audit Committee's written charter is publicly
available on our website at www.oncotelic.com.

Committee

 For
the year ended December 2023, the full Board acted in lieu of Compensation Committee. The full Board did not meet during the year ended
December 31, 2023, since there were no compensation-based decisions to be made considering all the employees of the Company being paid
by the JV.

 The
Compensation Committee's responsibilities include making recommendations to the Board regarding the compensation philosophy and
compensation guidelines for our executives, the role and performance of our executive officers, and appropriate compensation levels for
our CEO, which are determined without the CEO present, and other executives based on a comparative review of compensation practices of
similarly situated businesses. The Compensation Committee also makes recommendations to the Board regarding the design and implementation
of our compensation plans and the establishment of criteria and the approval of performance results relative to our incentive plans.
Our Compensation Committee also administers our 2005 Stock Plan, our 2015 Equity Incentive Plan and our 2017 Equity Incentive Plan. Currently,
none of the members of the Compensation Committee qualifies as independent under the definition promulgated by The NASDAQ Stock Market
and qualifies as a "Non-Employee Director" within the meaning of Rule 16b-3 under the Exchange Act.

 The
Compensation Committee shall review and assess the three main components of each named executive officer's compensation: base salary,
incentive compensation, and equity compensation. Adjustments to base salary are generally only made when there has been a change in the
scope of the responsibilities of the named executive officer or when, based on a review of the base salary component of executive officers
in companies of a similar size and stage of development, the Compensation Committee members believe that an adjustment is warranted in
order to remain competitive. The executive management of the Company determines and agrees with the Compensation Committee on its corporate
goals and objectives for the ensuing year. At the end of each year, the attainment of each objective is assessed and incentive awards
may be made to each executive based on his or her contribution to achieving the objectives. Awards are made based on either provision
of an executive's employment agreement, or an assessment of each executive's equity compensation position relative to the
Company's other executives.

 The
Compensation Committee also typically reviews our director compensation on at least an annual basis. The Compensation Committee has the
authority to directly retain the services of independent consultants and other experts to assist in fulfilling its responsibilities.
Currently there are no independent compensation consultants retained by the Company.

 Nominating
and Governance Committee

 For
the year ended December 2023, the Company had no Nominating and Governance Committee. The full Board acted in lieu of the Nominating
and Governance Compensation Committee. The full Board did not meet during the year ended December 31, 2023, since there were no
nominating or governance based decisions to be made.

 The
Nominating and Governance Committee's responsibilities include making recommendations to the full Board as to the size and composition
of the Board and making recommendations as to particular nominees to the Board. All members of the Nominating and Governance Committee
qualify as independent under the definition promulgated by The NASDAQ Stock Market.

 Board
Attendance at Board of Directors, Committee and Stockholder Meetings

 Our
Board met 4 times, which included in lieu of the Audit Committee, approved certain corporate actions by unanimous written consents three
times during the fiscal year ended December 31, 2023. Each of our directors serving during fiscal 2023 attended all the meetings of the
Board and in lieu of the Committees of the Board upon which such director served and that were held during the year ended December 31,
2023.

we do not have a formal policy regarding attendance by members of the Board at our annual meeting of stockholders, directors are encouraged
to attend.

 Board
Leadership Structure

 Our
Board has the discretion to determine whether to separate or combine the roles of Chair of the Board and Chief Executive Officer. Dr.
Trieu has served in both roles since his appointment to the Board after the reverse merger with Oncotelic and our Board continues to
believe that his combined role is most advantageous to the Company and its stockholders. Dr. Trieu possesses in-depth knowledge of the
issues, opportunities and risks facing us, our business and our industry and is best positioned to fulfill the Board Chair's responsibility
to develop meeting agendas that focus the Board's time and attention on critical matters and to facilitate constructive dialogue
among Board members on strategic issues.

 In
addition to Dr. Trieu's leadership, the Board maintains effective independent oversight through a number of governance practices,
including, open and direct communication with management, input on meeting agendas, and regular executive sessions.

 Risk
Oversight

 Our
Board oversees a company-wide approach to risk management, determines the appropriate risk level for us generally, and assesses the specific
risks faced by us to reviews the steps taken by management to mitigate those risks. Although our Board has ultimate oversight responsibility
for the risk management process, its committees oversee risk in certain specified areas.

 Specifically,
our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements,
and the incentives created by the compensation awards it administers and our Audit Committee oversees management of enterprise risks
and financial risks, as well as potential conflicts of interests. The Board will be responsible for overseeing the management of risks
associated with the independence of our Board.

Committee Interlocks and Insider Participation

 None
of our executive officers, except Dr. Trieu, served as a member of the Board or Compensation Committee, or other committee serving an
equivalent function, of any entity that has an executive officer and who serves on our Board or Compensation Committee since 2019. After
the merger of the Company with Oncotelic Inc., our Chief Executive Officer, Dr. Trieu has been identified and is a control person of
Autotelic, Inc.

 Also,
Mr. Steven King, was the CEO of Edgepoint Inc., an AI company that is a non-controlling interest subsidiary of the Company. Dr. Maida
is currently consulting as the Chief Medical Officer – Translation Medicine with the Company in regards to its planned trials for
OT-101 for our oncology indications.

 Corporate
Code of Ethics

 We
have adopted a Corporate Code of Conduct and Ethics (the " Code of Conduct ") that applies to all of our employees,
including our CEO and CFO. The text of the Code of Conduct has been filed as an exhibit to our Annual Report on Form 10-K for the year
ended December 31, 2014, and is posted on our website at www.oncotelic.com. Disclosure regarding any amendments to, or waivers
from provisions of the code of conduct and ethics that apply to our directors and principal executive and financial officers will be
included in a Current Report on Form 8-K within four business days following the date of the amendment or waiver.

 Section
16(a) Beneficial Ownership Reporting Compliance

 Section
16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of our common stock to file with
the SEC and us initial reports of beneficial ownership and reports of changes in beneficial ownership of our common stock and other equity
securities. For these purposes, the term "other equity securities" would include options granted under the Company's
2005 Stock Plan (the " 2005 Stock Plan "), the Company's 2015 Equity Incentive Plan (the " 2015 Plan ")
and the Company's 2017 Equity Incentive Plan (the " 2017 Plan "). To our knowledge, based solely on a review of
the forms and written representations received by us from our Section 16 reporting persons, during the fiscal year ended December 31,
2019, all Section 16(a) filing requirements applicable to the reporting persons were properly and timely satisfied.

 ITEM
11. EXECUTIVE COMPENSATION

 Summary
Compensation Table

 The
following table provides information regarding the compensation paid during the years ended December 31, 2023, and 2022 to our principal
executive officer, principal financial officer and certain of our other executive officers, who are collectively referred to as "named
executive officers" elsewhere in this Annual Report.

 Name and Principal Position

 Year

 Salary
 $ (1)

 Bonus
 $

 Stock Awards
 $ (2)

 All Other Compensation
 $

 Total
 $

 Vuong Trieu, Ph. D.

 2023

 —

 —

 —

 —

 —

 President and Chief Executive Officer

 2022

 38,003

 53,832

 37,500

 129,335

 Anthony E. Maida III, Ph. D., M.D. MBA

 2023

 —

 —

 —

 —

 —

 Chief Medical Officer (May 2020) Consultant

 2022

 —

 —

 53,832

 75,000

 128,832

 Saran Saund

 2023

 —

 —

 —

 —

 —

 Chief Business Officer

 2022

 19.531

 —

 58,832

 15,898

 89,261

 Amit Shah

 2023

 —

 —

 —

 —

 —

 Chief Financial Officer

 2022

 27,105

 —

 58,832

 13,333

 94,270

 (1)
Includes cost of healthcare benefits paid by the Company. Effective February 1, 2022, the cash compensation and benefits for all the
Officers, except Dr. Maida who was compensated till March 2022, has been borne by the JV. As the JV financials are not consolidated into
those of the Company, the Company has not included such compensation in this table. In the future, and assuming the continuation of the
cash compensation and benefits continue to be borne by the JV, the Company will not report such compensation information as part of the
Company's Executive Compensation.

 (2)
During the 2022 fiscal year, the Company granted 1 million stock awards to each of Dr. Trieu, Dr. Maida, Mr Saund and Mr. Shah. The Company
recorded stock-based compensation as the fair value of the awards using a Black Scholes valuation model using the following input values

 Expected
 Term

 year

 Expected
 volatility

 95.5
 %

 Risk-free
 interest rates

 3.12
 %

 Dividend
 yields

 0.00
 %

 The
values of stock option grants shown in the table represent the full estimated Black-Scholes option value at the grant date, pursuant
to compensation disclosure rules of the SEC. The Black-Scholes valuation for the options and stock awards for Messrs. Trieu, Maida, Saund
and Shah were estimated based on the date on which the options and awards were granted to the officers. However, the stock option grants
in the table vest over one to ten years, and the values shown do not take into account subsequent increases or decreases in actual value
to the recipient. See the Narrative Disclosure below for information regarding the number of shares granted to each of the named executive
officers.

 Narrative
Disclosure to Summary Compensation Table

 Vuong
Trieu, Ph. D., Saran Saund and Amit Shah

 Commencing
in August 2019, the Company entered into Employment Agreements and incentive compensation arrangements with each of its executive officers.
The Employment Agreements provide for annual base salaries for each year of the term, subject to review and adjustment by the Board or
the Compensation Committee from time to time. Each Employment Agreement provides that the executive shall be eligible for an annual discretionary
cash bonus expressed as a percentage the executive's base salary, subject to their achievement of performance targets and goals
established by the Board or the Compensation Committee. Mr. Saund was appointed as an Executive Officer in November 2019 after the PointR
merger. Dr. Maida was appointed as our consultant Chief Medical Officer – Translation Medicine in May 2020 and does not have an
Employment Agreement. Each of the executive officers entered into the Company's standard form of indemnification agreement.

 Dr.
Fein was appointed as the Chief Regulatory Officer in May 2022. Further, Dr. Fein was appointed as Chief Medical Officer in February
2023.

 The
initial base salaries and discretionary cash bonus amounts had been set for the executives as follows:

 Title

 Initial
 Base Salary

 Discretionary

 Bonus (% of Base)

 Vuong
 Trieu

 Chief
 Executive Officer

 $
 450,000

 %

 Amit
 Shah

 Chief
 Financial Officer

 $

 %

 Saran
 Saund

 Chief
 Business Officer

 $
 230,000

 %

 E. Maida III(1)

 Chief
 Medical Officer

 $
 180,000

 NA

 (1)

 Dr.
 Maida is a consultant to the Company and currently does not have an Employment Agreement.

 For
more information on the executive compensations to the Executive Officers, refer to our 2022 Annual Report on form 10-K filed with the
SEC on April 14, 2023.

 The
Company did not grant any increases in cash compensation to any of its Executive Officers, other than Mr. Saund whose compensation was
increased to $320,000 in 2023, since the initial employment agreement due to the financial condition of the Company. Further, as disclosed
previously, our JV has paid the cash compensation to our employees since the first quarter of 2023. In lieu of the financial condition,
the Company granted stock awards to the executives, including all other employees, during the year ended December 31,2022 as under:

 Title

 Stock
 Options

 Vuong
 Trieu

 Chief
 Executive Officer

 1,000,000

 Amit
 Shah

 Chief
 Financial Officer

 1,000,000

 Saran
 Saund

 Chief
 Business Officer

 1,000,000

 E. Maida III

 Consulting
 Chief Medical Officer

 1,000,000

 20%
of the stock option awards vested immediately and 80% were to vest upon achievement of certain performance milestones by the Officers.
The Company has not completed its evaluation of whether such milestones have been met or not as of the date of this Report. However,
for the purposes of this Report and compensatory tables, the stock compensation expense has been reported as though such awards have
been earned by the Officers.

 The
stock-based compensation on the issuance the stock options has been reported under Summary Compensation Table above.

 Outstanding
Equity Awards at Fiscal Year-End

 The
following table shows all outstanding grants of stock options as of December 31, 2023 to each of the executive officers named in the
Summary Compensation Table. The table below reflects the options and restricted shares that are issuable to Messrs. Trieu, Maida, Saund
and Shah.

 Option Awards

 Name

 Type

 Number of Securities Underlying Unexercised Options Exercisable

 Number of Securities Underlying Unexercised Options Unexercisable

 Option
 Exercise Price

 Option
 Expiration Date

 Vuong Trieu, Ph. D. (1)

 Chief Executive Officer & President- 2022

 ISO

 800,000

 0.10

 7/22/2032

 2021

 ISO

 360,000

 —

 0.1398

 7/8/2031

 2021

 ISO

 —

 0.1626

 9/3/2031

 Saran Saund (1)

 Chief Business Officer- 2022

 ISO

 800,000

 0.10

 7/22/2032

 2021

 ISO

 675,000

 —

 0.1398

 7/8/2031

 2021

 ISO

 100,000

 —

 0.1626

 9/3/2031

 Anthony Maida (1) 2022

 Chief Medical Officer – Consultant- 2022

 ISO

 800,000

 $
 0.10

 7/22/2032

 2021

 NQSO

 —

 $
 0.1398

 7/8/2031

 2021

 NQSO

 —

 $
 0.1626

 9/3/2031

 Amit Shah (1)

 Chief Financial Officer- 2022

 ISO

 800,000

 $
 0.10

 7/22/2031

 2021

 ISO

 —

 $
 0.1626

 7/8/2031

 (1)

 The
 stock awards have been approved by the board. The stock compensation thereon has been computed
 and expensed when granted and reported in the Summary Compensation Table.

 Pension
Benefits

 We
do not have any qualified or non-qualified defined benefit plans.

 Nonqualified
Deferred Compensation

 We
do not have any non-qualified defined contribution plans or other deferred compensation plans.

 Potential
Payments Upon Termination or Change-In-Control

 We
have entered into certain agreements and maintain certain plans that may require us to make certain payments and/or provide certain benefits
to Dr. Trieu, Mr. Saund and Mr. Shah in the event of a termination of their employment or a change of control of the Company. The following
table summarizes the potential payments to Dr. Trieu; and Messrs. Saund and Shah assuming that one of the described termination events
occurs. The table assumes that the event occurred on December 31, 2023, the last day of our fiscal year and that each of the named officers
were eligible to earn the full initial base compensation. On the final trading day of our fiscal year the closing price of our common
stock on OTCQB Market was $0.04 per share.

 The
Employment Agreements each have a term that continues until terminated by the Company or the executive. In the event that the Company
terminates an executive for "Cause", or an executive voluntarily resigns his employment, on termination the executive will
be entitled to receive all accrued and unpaid base salary, any accrued and unused paid time off, and reimbursement of outstanding business
expenses. If the Employment Agreements are terminated by the Company without "Cause" or the executive resigns for "Good
Reason" (each as defined in the Employment Agreement) then the executive will be entitled to additional severance benefits including:
(a) a lump sum payment equal to 12 months' of the executive's then current base salary (18 months in the case of Dr. Trieu);
(b) accelerated vesting of all outstanding stock options and incentive compensation awards, and (c) insurance benefits or COBRA coverage
for 12 months (18 months in the case of Dr. Trieu) in addition to payment of accrued and unpaid personal time.

 Vuong
N. Trieu, Ph. D.

 Executive Benefits and Payments Upon Termination

 Termination within 12 months Following Change in Control

 Voluntary Termination by Executive or Death

 Involuntary Not for Cause Termination or Termination by Executive with Good Reason

 For Cause Termination

 Disability

 Base Salary

 $
 675,000

 $
 —

 $
 675,000

 $
 —

 $
 —

 Annual Bonus

 (50% of Base Salary)

 Executive entitled to Annual Bonus related to
 most recently
 completed calendar year
 if earned and
 not already paid

 Executive entitled to Annual Bonus related to
 most recently
 completed calendar year
 if earned and
 not already paid

 Executive entitled to Annual Bonus related to
 most recently
 completed calendar year
 if earned and
 not already paid

 N/A

 Executive entitled to Annual Bonus related to
 most recently
 completed calendar year
 if earned and
 not already paid

 Acceleration of Vesting of Equity

 %

 %

 %

 %

 %

 Stock Options:

 Number of Stock Option

 1,998,255

 —

 1,998,255

 —

 —

 $
 79,930

 $
 —

 $
 79,930

 $
 —

 $
 —

 Vested Stock / Received:

 Number of Shares

 1,198,255

 —

 1,198,255

 —

 —

 $
 47,930

 $
 —

 $
 47,930

 $
 —

 $
 —

 Relocation Reimbursement

 N/A

 N/A

 N/A

 N/A

 N/A

 Deferred Compensation Payout

 N/A

 N/A

 N/A

 N/A

 N/A

 Post-Term Health Care

 Up to 18 months

 N/A

 Up to 18 months

 N/A

 N/A

 $
 18,964

 $
 —

 $
 18,964

 $
 —

 $
 —

 Excise Tax Gross Up

 N/A

 N/A

 N/A

 N/A

 N/A

 Saran
Saund

 Executive Benefits and Payments Upon Termination

 Termination within 12 months Following Change in Control

 Voluntary Termination by Executive or Death

 Involuntary Not for Cause Termination or Termination by Executive with Good Reason

 For Cause Termination

 Disability

 Base Salary

 $

 $
 —

 $

 $
 —

 $
 —

 Annual Bonus

 (40% of Base Salary)

 entitled to Annual Bonus related to most recently completed calendar year if earned and not

 entitled to Annual Bonus related to most recently completed calendar year if earned and not

 entitled to Annual Bonus related to most recently completed calendar year if earned and not

 N/A

 entitled to Annual Bonus related to most recently completed calendar year if earned and not

 Acceleration
 of Vesting of Equity

 %

 %

 %

 %

 %

 Stock Options:

 Number of Stock Options
 (1)

 1,993,798

 —

 1,993,798

 —

 —

 $
 79,752

 $
 —

 $
 79,752

 $
 —

 $
 —

 Vested Stock Received:

 Number of Shares (1)

 1,193,798

 —

 1,193,798

 —

 —

 $
 49,752

 $
 —

 $
 49,752

 $
 —

 $
 —

 Relocation Reimbursement

 N/A

 N/A

 N/A

 N/A

 N/A

 Deferred Compensation Payout

 N/A

 N/A

 N/A

 N/A

 N/A

 Post-Term Health Care

 Up
 to 12 months

 N/A

 Up
 to 12 months

 N/A

 N/A

 $
 5,671

 $
 —

 $
 5,671

 $
 —

 $
 —

 Excise Tax Gross Up

 N/A

 N/A

 N/A

 N/A

 N/A

 Amit
Shah

 Executive Benefits and Payments Upon Termination

 Termination within 12 months Following Change in Control

 Voluntary Termination by Executive or Death

 Involuntary Not for Cause Termination or Termination by Executive with Good Reason

 For Cause Termination

 Disability

 Base Salary

 $

 $
 —

 $

 $
 —

 $
 —

 Annual Bonus

 (50% of Base Salary)

 entitled to Annual Bonus related to most recently completed calendar year if earned and not

 entitled to Annual Bonus related to most recently completed calendar year if earned and not

 entitled to Annual Bonus related to most recently completed calendar year if earned and not

 N/A

 entitled to Annual Bonus related to most recently completed calendar year if earned and not

 Acceleration of Vesting of Equity

 %

 %

 %

 %

 %

 Stock Options:

 Number of Stock Options
 (1)

 1,997,093

 —

 1,997,093

 —

 —

 $
 79,884

 $
 —

 $
 79,884

 $
 —

 $
 —

 Vested Stock Received:

 Number of Shares (1)

 1,197,093

 —

 1,197,093

 —

 —

 $
 47,884

 $
 —

 $
 47,884

 $
 —

 $
 —

 Relocation Reimbursement

 N/A

 N/A

 N/A

 N/A

 N/A

 Deferred Compensation Payout

 N/A

 N/A

 N/A

 N/A

 N/A

 Post-Term Health Care

 Up
 to 12 months

 N/A

 Up
 to 12 months

 N/A

 N/A

 $
 11,208

 $
 —

 $
 11,208

 $
 —

 $
 —

 Excise Tax Gross Up

 N/A

 N/A

 N/A

 N/A

 N/A

 *Based
on the stock price of the Company as of December 31, 2023, of $0.04 and assuming the number of shares granted are vested and earned.
Assuming that the JV would be responsible for the cash compensation and the health benefits that any of the executive officers named
above, that cost may not be paid for by the Company Dr.
Maida is a consultant Chief Medical Officer – Translation Medicine and is not subject to potential payments upon termination or
change-in-control, and as such his information has not been compiled for this table.

 The
information set forth above is described in more detail in the Narrative Disclosure to the Summary Compensation Table.

 As
defined in the employment agreements, a "Change in Control" means the following during the employment term:

 (1)

 any
 "Person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the "Beneficial Owner"
 (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than fifty percent
 of the total voting power represented by the Company's then outstanding voting securities (excluding for this purpose any such
 voting securities held by the Company or its affiliates or by any employee benefit plan of the Company) pursuant to a transaction
 or a series of related transactions which the Board of Directors does not approve; or

 (2)

 a
 merger or consolidation of the Company whether or not approved by the Board of Directors, other than a merger or consolidation which
 would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining
 outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) at least fifty
 percent of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such
 corporation, as the case may be, outstanding immediately after such merger or consolidation; or

 (3)

 the
 stockholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all of its assets;
 or

 (4)

 a
 change in the composition of the Board of Directors, as a result of which fewer than a majority
 of the directors are Incumbent Directors, and provided in each such case the Change in Control
 also meets the requirements of a "Change in Control Event" within the meaning
 of Section 409A(a)(2)(A)(v) of the Code and Treasury Regulation Section 1.409A-3(i)(5). "Incumbent
 Directors" mean the directors who either (A) are directors of the Company as of the
 date of this Agreement, or (B) are elected, or nominated for election, to the Board of Directors
 with the affirmative votes of at least a majority of the Incumbent Directors at the time
 of such election or nomination (but shall not include an individual whose election or nomination
 is in connection with an actual or threatened proxy

 contest
 relating to the election of directors to the Company).

 In
each such case the Change of Control must also meet the requirements of a "Change of Control Event" within the meaning of
Section 409(a)(2)(A)(v) of the Code.

 Each
of Drs. Trieu, Saund and Mr. Shah will be entitled to certain benefits as described in the table above if his employment is terminated
by the Company for reasons other than cause or by him with good reason. "Cause," as defined in the employment agreements,
means:

 (1)

 Substantial
 failure to perform any of his duties or to follow reasonable, lawful directions of the Board or any officer to whom the party reports;

 (2)

 willful
 misconduct or willful malfeasance in connection with his employment;

 (3)

 commission
 of, conviction of, or plea of nolo contendere to, any crime constituting a felony under the laws of the United States or any state
 thereof, or any other crime involving moral turpitude;

 (4)

 material
 breach of any provision of the employment agreement, the By-laws or any other written agreement with the Company;

 (5)

 engaging
 in misconduct that causes significant injury to the Company, financial or otherwise, or to its reputation; or

 (6)

 any
 act, omission or circumstance constituting cause under the law governing the employment agreement.

 "Good
Reason," as defined in the employment agreements, means the Company:

 (1)

 materially
 reduces the officer's title or responsibilities;

 (2)

 relocates
 its headquarters more than sixty (60) miles from their current location (unless the relocation results in the headquarters being
 closer to the officer's residence);

 (3)

 materially
 reduces the officer's base salary; or

 (4)

 breaches
 a material term of the officer's employment agreement.

 Good
Reason must also meet the requirements for a good reason termination in accordance with Code Section 409A, and any successor statute,
regulation and guidance thereto.

 Director

 For
the year ended December 31, 2023, and 2022, one of the non-employee directors was paid the following in cash and stock awards

 Fees
 Earned or Paid in

 Cash(1)

 Option
 Awards(2)

 Total

 Steven King – 2021/22

 $
 -

 $
 86,065

 $
 86,065

 For
2021/22, Mr. King was compensated in stock for his services to the Board. Drs. Trieu and Maida were granted stock options as Board members
but have been reported in the Summary Compensation Table above.

 We
granted Mr. King 500,000 options for his services through the end of fiscal year 2022. Although the initial terms of the options, when
granted, provide that they vest one year subsequent to grant, pursuant to rules of the SEC the fair market value for the options granted
represents the full value at the grant date only and the values do not take into account subsequent increases or decreases in actual
value to the recipient. See also our discussion of stock- based compensation under "Management's Discussion and Analysis
of Financial Condition and Results of Operations—Critical Accounting Policies and Significant Judgments and Estimates" in
the Form 10-K.

 The
grant date fair values of stock option grants shown in the table represent the full estimated Black-Scholes option value at the grant
date, pursuant to compensation disclosure rules of the SEC. The Company recorded stock- based compensation as the fair value of the awards
using a Black Scholes valuation model using the following input values.

 Expected Term

 2.18
 to 2.28 years

 Expected volatility

 129.9
 to 131.40%

 Risk-free interest rates

 0.22
 to 0.27%

 Dividend yields

 0.00
 %

 The
following is a description of the standard compensation arrangements under which our non-employee directors have been compensated for
their service as directors, including as members of the various Committees of our Board.

 Fees.
In October 2016, the Board amended and restated its director compensation policy. For more details on the Fees, kindly refer to our form
2020 Annual Report on 10-K filed with the SEC on April 15, 2021. However, since the departure of Mr. Diamond, we have discontinued cash
compensations for the independent Board Members or Committee members.

 The
Board intends to re-evaluate compensation, including non-employee director compensation, following the reconstitution of its Compensation
Committee.

Grants.

 In
October 2016, the Board amended and restated its director compensation policy.

 The
Board intends to re-evaluate compensation, including non-employee director compensation, following the reconstitution of its Compensation
Committee. For more information on our prior policy, please refer to our 2021 Annual Report on Form 10-K filed with the SEC on April
15, 2022

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Security
Ownership of Certain Beneficial Owners and Management

 The
following table sets forth information, as of April 12, 2024, regarding the beneficial ownership of our common stock by:

 each
 of our directors and our director nominees;

 each
 of our executive officers;

 our
 directors and executive officers as a group; and

 each
 person known to us to beneficially own more than 5% of our common stock.

 The
address for each beneficial owner listed is c/o Oncotelic Therapeutics, Inc. 29397 Agoura Road, Suite 107, Agoura Hills, California,
91301. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder,
subject to community property laws where applicable.

 In
accordance with applicable SEC rules, the number of shares reflected as beneficially owned by each entity, person, director or executive
officer is determined in accordance with the rules of the SEC. Under those rules, beneficial ownership includes any shares over which
the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire
within 60 days after the Record Date through the exercise of any stock option, warrants or other rights.

 We
have computed the percentage of shares beneficially owned on the basis of 399,683,858 shares of our Common Stock outstanding as of April
12, 2024. Shares of our Common Stock that a person has the right to acquire within 60 days after the Record Date through other means,
such as a stock option or warrant, are deemed outstanding for purposes of computing the percentage ownership of the person holding such
rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person (other than the percentage
ownership of all directors and executive officers as a group).

 Name of Beneficial Owner

 Stock

 Beneficially

 Owned

 Percentage
 of

 Common Stock

 Directors
 and Officers:

 Vuong Trieu

 123,997,191
 (1)

 31.0
 %

 Steven W. King

 4,188,059
 (2)

 1.1
 %

 Anthony E. Maida III

 3,137,314
 (3)

 0.8
 %

 Amit Shah

 2,584,871
 (4)

 0.7
 %

 Saran Saund

 18,347,759
 (5)

 4.7
 %

 All officers and directors
 as a group (6 persons)

 152,255,194
 (6)

 38.1
 %

 Beneficial
 owners of more than 5%

 Vuong Trieu

 123,997,191
 (1)

 31.3
 %

 Balaji Bhakta

 43,575,256
 (7)

 11.1
 %

 Larn Hwang

 25,714,323
 (8)

 6.4
 %

 Chao Hsiao

 22,406,942
 (9)

 5.6
 %

 *
< 1%

 (1)

 Includes:
 (a) 92,044,217 shares owned directly and beneficially by the reporting person; 3,922,218 shares of common shares issuable upon conversion
 of debt, 1,738,953 shares issuable upon exercise of stock options and 1,250,000 shares of common shares issuable upon exercise of
 warrants; (b) 16,780,384 shares registered in the name of Autotelic, Inc., and 1,388,889 shares issuable upon conversion of debt,
 and (c) 6,872,529 shares registered in the name of Dr. Trieu's spouse. Dr. Trieu is the Chief Executive Officer of Autotelic,
 Inc. and in that capacity has the sole authority to control the voting and the disposition of Common Stock and Preferred Stock owned
 by Autotelic, Inc. Dr. Trieu disclaims beneficial ownership of the shares held by Autotelic, Inc., except to the extent of his beneficial
 interest therein.

 (2)

 held in the name of Artius Bioconsulting, LLC, consists of (i) 3,330,647 shares of Common Stock and (ii) 857,412 shares issuable
 upon exercise of stock options granted to Mr. King.

 (3)

 of (i) 1,137,314 shares of Common Stock and (ii) 2,000,000 shares issuable upon exercise of stock options.

 (4)

 of (i) 358,837 shares of Common Stock, (ii) 527,778 shares of common stock issuable upon conversion of debt and (iii) 1,698,256 shares
 of common stock upon exercise of options.

 (5)

 of (i) 16,456,480 shares of Common Stock, and (ii) 1,891,279 shares issuable upon exercise of stock options.

 (6)

 of (i) 136,980,409 shares of Common Stock, (ii) 5,838,885 shares issuable upon conversion of debt, (iii) 8,185,900 shares issuable
 upon exercise of options and (iv) 1,250,000 shares issuable upon exercise of warrants.

 (7)

 of (i) 41,630,811 shares of Common Stock, (ii) (iii) 694,445 shares of common stock upon conversion of debt and 1,250,000 upon conversion
 of warrants.

 (8)

 of (i) 23,455,990 shares of Common Stock, (ii) 1,208,333 shares of common stock issuable upon conversion of debt and (iii) 1,050,000
 shares of common stock upon exercise of options.

 (9)

 of (i) 17,073,604 shares of Common Stock, (ii) 3,744,449 shares of common stock issuable upon conversion of debt, (iii) 1,200,000
 shares of common stock upon exercise of options, and (iv) 388,889 shares issuable upon exercise of PPM debt and warrants.

Compensation Plan Information

 The
following table provides certain aggregate information with respect to all of the Company's equity compensation plans in effect
as of December 31, 2023.

 Plan Category

 Number of
 Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

 Average Exercise Price of Outstanding Options

 Number of
 Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

 Equity compensation plans approved
 by security holders

 24,042,620

 $
 0.22

 3,205,021

 Equity compensation
 plans not approved by security holders

 1,650,000

 0.30

 350,000

 Total

 25,692,620

 $
 0.23

 3,555,021

 In
August 2020, the shareholders of the Company approved the expansion of the number of securities to be issued upon exercise of outstanding
options, warrants, restricted stock units and warrants by 20 million. The amendment to the 2015 Plan was completed in March 2021 and
as such the pool under the 2015 Plan is now 27,250,000.

 Brief
Description of equity compensation plan not approved by security holders

 In
January 2017, the Board of Directors adopted and approved the 2017 Plan. The 2017 Plan allows the Company, under the direction of the
Compensation Committee, to make grants of stock options, restricted and unrestricted stock awards, and other stock-based awards to employees,
consultants and directors. The purpose of these awards is to attract and retain key individuals, further align employee and stockholder
interests, and provide additional incentive for them to promote our success. The 2017 Plan provides for the issuance of up to 2,000,000
shares of the Company's common stock. Any stock options granted under the 2017 Plan must be non-qualified stock options, which
are not intended to meet the requirements of Section 422 of the Internal Revenue code. Options generally vest over a period of time,
may not be exercised unless they are vested, and no option may be exercised after the end of the term set forth in the award agreement.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 Our
Audit Committee reviews and approves in advance all related person transactions.

 Our
Board of Directors has reviewed the materiality of any relationship that each of our directors has with the Company, either directly
or indirectly. Based upon this review, our Board has determined that none of the directors, qualify as "independent directors"
as defined under the OTC Market Rules for U.S. Companies.

 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
approximately $12,000 and $60,000 for the years ended December 31, 2023 and 2022, respectively. The Company owed Autotelic, Inc. approximately
$0.3 million at December 31, 2023 and December 31, 2022 respectively.

 License Agreement with Autotelic Inc.

 In September 2021, the Company
entered into an exclusive License Agreement with Autotelic. For more information on the exclusive license Agreement with Autotelic, refer
to our 2021 Annual Report on Form 10-K filed with SEC on April 15, 2022.

 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. 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, 2023, Dr. Trieu provided additional short-term funding of $50,000 to the Company. 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.

 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
$120,000 short-term loan to the Company during the year ended December 31, 2022. During the year ended December 31, 2023, Autotelic has
provided $1.4 million in short term advances to the Company. As such, approximately $1.5 million was outstanding and payable to Autotelic
at December 31, 2023.

 Artius Consulting Agreement

 On March 9, 2020, the Company
and Artius Bioconsulting, LLC (" Artius "), for which Mr. King is the Managing Member, entered into an amendment to the
Consulting Agreement dated December 1, 2018, 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 " Effective Date ") (the " Artius
Agreement "). For more information on this Agreement, refer to our 2021 Annual Report on Form 10-K filed with the SEC on April
15, 2022.

 No expense was recorded during
the year ended December 31, 2023, or 2022, respectively, related to this Agreement.

 Maida Consulting Agreement

 Effective May 5, 2020, the Company
and Dr. Maida 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. For more information on this Agreement, refer to our 2021 Annual Report on Form
10-K filed with the SEC on April 15, 2022.

 The Company recorded an expense of $0 and $75,000 during the years ended
December 31, 2023 and 2022, respectively, related to this Agreement. Effective April 1, 2022, Dr Maida's compensation is being borne
by the JVA with GMP Bio.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 The
following table presents fees for professional audit services rendered by our independent public accounting firm, Rose Snyder and Jacobs,
LLP (" RSJ ") for the audit for the years ended December 31, 2023 and December 31, 2022, respectively, and other services
rendered during that period.

 2023

 2022

 Audit fees (1)

 $
 104,600

 $
 102,000

 Audit-related fees

 —

 —

 Tax fees

 —

 —

 All other fees

 —

 —

 $
 104,600

 $
 102,000

 (1)

 Audit
 fees consisted of audit work performed on the audit of the annual financial statements, review
 of quarterly financial statements, as well as work that generally only the independent registered
 public accounting firm can reasonably be expected to provide, such as the provision of consents
 in connection with the filing of registration statements and statutory audits.

 We
 had been invoiced $104,600 by RSJ in connection with the reviews for the quarters ended March
 31, 2023, June 30, 2023 and September 30, 2023; and for the year ended December 31, 2023.

 We
 had been invoiced $102,000 by RSJ in connection with the reviews for the quarters ended March
 31, 2022, June 30, 2022 and September 30, 2022 and annual audit for the year ended December
 31, 2022.

 Policy
on Audit Committee Pre-Approval of Audit and Permissible

 Non-audit
Services of Independent Registered Public Accounting Firm

 Consistent
with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation, and overseeing
the work of the independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established
a policy to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm.

 Prior
to engagement of the independent registered public accounting firm for the next year's audit, management will submit an aggregate
of services expected to be rendered during that year for each of four categories of services to the Audit Committee for approval.

 1.

 Audit
 services include audit work performed in the preparation and audit of the annual financial statements, review of quarterly financial
 statements, as well as work that generally only the independent auditor can reasonably be expected to provide, such as the provision
 of consents and comfort letters in connection with the filing of registration statements.

 2.

 Audit-related
 services are for assurance and related services that are traditionally performed by the independent auditor, including due diligence
 related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.

 3.

 Tax
 services consist principally of assistance with tax compliance and reporting, as well as certain tax planning consultations.

 4.

 Other
 Fees are those associated with services not captured in the other categories. The Company generally does not request such services
 from the independent auditor.

 Prior
to engagement, the Audit Committee pre-approves these services by category of service. The fees are budgeted, and the Audit Committee
requires the independent registered public accounting firm and management to report actual fees versus the budget periodically throughout
the year by category of service. During the year, circumstances may arise when it may become necessary to engage the independent registered
public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee
requires specific pre-approval before engaging the independent registered public accounting firm.

 The
Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must
report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

 In
the absence of an Audit Committee, the responsibilities of the Audit Committee are fulfilled by the Board of Directors of the Company.
As such, for the year ended December 31, 2023, the Board of Directors approved the appointment and services of RSJ.

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)

 The
 following documents are filed as part of this Annual Report on Form 10-K.

 (1)

 Financial
 Statements

 See
financial statements listed in the accompanying "Index to Financial Statements" covered by the Report of Independent Registered
Public Accounting Firm.

 (2)

 Financial
 Statement Schedule

 No
schedules are submitted because they are not applicable, not required or because the information is included in the Financial Statements
as Notes to Financial Statements.

 (3)

 Exhibits

 The exhibits below may not be a complete list of exhibits as the relevance
of the exhibits may have made them redundant over a period of time.

 Incorporated
 by Reference

 Exhibit

 Description

 Form

 Filing
 Date

 Exhibit

 Filed
 Herewith

 2.1

 and Plan of Merger, dated as of April 17, 2019, by and among the Company, Oncotelic and Oncotelic Acquisition Corporation.

 2.1

 2.2

 and Plan of Merger, dated as of April 17, 2019, by and among the Company, Oncotelic and Oncotelic Acquisition Corporation.

 2.1

 2.3

 and Plan of Merger, dated as of August 17, 2019, by and among the Company, PointR and Paris Acquisition Corporation.

 8/21/2019

 2.1

 2.4

 and Plan of Merger, dated as of August 17, 2019, by and among the Company, PointR Data, Inc. and Paris Acquisition Corp.

 11/12/2019

 2.1

 2.5

 No. 1 to Agreement and Plan of Merger, dated as of November 1, 2019, by and among the Company, PointR Data, Inc. and Paris Acquisition
 Corp.

 11/12/2019

 2.2

 3.1

 Amended
 and Restated By-Laws of the Registrant.

 6/17/2016

 3.2

 3.2

 Restated
 Certificate of Incorporation of the Registrant, as amended by Certificates of Amendment dated June 22, 1995, November 15, 1996, July
 14, 2005, June 2, 2009, February 8, 2010, August 5, 2010, February 22, 2011, May 29, 2012, December 27, 2012, July 17, 2013, June
 16, 2016 and June 20, 2018.

 8/14/2018

 3.1

 3.3

 Certificate
 of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of the Company.

 3.1

 3.4

 Certificate
 of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of the Company.

 11/12/2019

 3.1

 4.1

 Form
 of Series A/B Common Stock Purchase Warrant.

 4/11/2013

 4.1

 4.2

 Form

 9/20/2013

 4.1

 4.3

 Form

 S-1/A

 1/31/2014

 4.9

 4.4

 Form
 of Placement Agent Purchase Warrant.

 S-1/A

 1/31/2014

 4.8

 4.5

 Form

 2/14/2014

 4.1

 4.6

 Form
 of Placement Agent Purchase Warrant.

 2/14/2014

 4.2

 4.7

 Form

 5/23/2014

 4.1

 4.8

 Form

 3/20/2015

 4.1

 4.9

 Specimen
 Common Stock Certificate. *

 8/2/2016

 4.1

 4.10

 Form
 of Series A Warrant to purchase Common Stock.

 4.1

 4.11

 Form
 of Series B Warrant to purchase Common Stock

 4.2

 4.12

 Form
 of Placement Agent Purchase Warrant.

 S-1

 6/13/2018

 4.12

 4.13

 Form
 of Debenture, issued by the Company to PeakOne.

 4.1

 4.14

 Form
 of Debenture, issued by the Company to the Bridge Investors.

 4.2

 4.15

 Form
 of Debenture, issued by the Company to Peak One Opportunity Fund, L.P. and TFK Investments, LLC Ex. 4.1 Form of Debenture, issued
 by the Company to the Bridge Investors.

 4.2

 4.16

 Form
 of Debenture, issued by the Company to Peak One Opportunity Fund, L.P. and TFK Investments, LLC.

 6/20/2019

 4.1

 4.17

 Promissory Note between Mateon Therapeutics, Inc. and PointR Data Inc. dated July 22, 2019.

 7/24/2019

 4.1

 4.18

 Form
 of Note Purchase Agreement, dated as of November 23, 2019, by and among the Company and the investors identified therein.

 11/25/2019

 4.1

 10.1

 Technology Development Agreement, dated as of May 27, 1997, between the Registrant and the Arizona Board of Regents, acting for and on behalf of Arizona State University.

 4/15/1998

 10.9

 10.2

 Research Collaboration and License Agreement, dated as of December 15, 1999, between OXiGENE Europe AB and Bristol-Myers Squibb Company. *

 12/28/1999

 99.1

 10.3

 and Confirmation of License Agreement No. 206-01.LIC, dated as of June 10, 2002, between the Registrant and the Arizona Board of
 Regents, acting for and on behalf of Arizona State University.

 8/14/2002

 10.29

 10.4

 Termination
 Agreement by and between OXiGENE Europe AB and Bristol-Myers Squibb Company dated as of February 15, 2002.

 8/14/2002

 10.14

 10.5

 Agreement No. 206-01.LIC by and between the Arizona Board of Regents, acting on behalf of and for Arizona State University, and OXiGENE
 Europe AB, dated August 2, 1999.

 10-K/A

 8/12/2003

 10.27

 10.6

 and License Agreement between the Registrant and Baylor University, dated June 1, 1999.

 10-K/A

 8/12/2003

 10.28

 10.7

 to Amend Research and License Agreement between the Registrant and Baylor University, dated April 23, 2002.

 10-K/A

 8/12/2003

 10.29

 10.8

 Addendum
 to Research and License Agreement between the Registrant and Baylor University, dated April 14, 2003.

 10-K/A

 8/12/2003

 10.30

 10.9

 Form
 of Incentive Stock Option Agreement under Mateon's 2005 Stock Plan. +

 3/14/2006

 10.29

 10.10

 Form
 of Non-Qualified Stock Option Agreement under Mateon's 2005 Stock Plan. +

 3/14/2006

 10.30

 10.11

 Form
 of Restricted Stock Agreement under Mateon's 2005 Stock Plan. +

 3/14/2006

 10.31

 10.12

 Lease
 between Broadway 701 Gateway Fee LLC, a Delaware Limited Liability Company, as Landlord, and the Registrant, as Tenant, dated October
 10, 2008.

 3/30/2009

 10.59

 10.13

 Form
 of Indemnification Agreement. +

 8/13/2012

 10.2

 10.14

 Third
 Amendment to Lease, dated as of April 1, 2013, by and between the Registrant and DWF III Gateway, LLC, a Delaware limited liability
 company.

 5/9/2013

 10.1

 10.15

 Fourth
 Amendment to Lease, dated April 28, 2014, by and between the Registrant and DWF III Gateway, LLC.

 5/8/2014

 10.1

 10.16

 Agreement by and between the Registrant and William D. Schwieterman, dated as of May 12, 2015. +

 8/6/2015

 10.1

 10.17

 Agreement by and between the Registrant and Matthew M. Loar, dated as of July 20, 2015. +

 8/6/2015

 10.2

 10.18

 Form
 of Option Agreement under Mateon's 2015 Equity Incentive Plan. +

 8/6/2015

 10.6

 10.19

 No. 1 to Employment Agreement by and between William D. Schwieterman, dated as of July 31, 2015. +

 8/6/2015

 10.7

 10.20

 Second
 Amended and Restated Employment Agreement by and between the Registrant and David J. Chaplin, effective as of January 1, 2017. +

 10/28/2016

 10.1

 10.21

 Mateon
 Therapeutics, Inc. Amended and Restated Non-Employee Director Compensation Policy, effective October 25, 2016. +

 10/28/2016

 10.2

 10.22

 Mateon
 Therapeutics, Inc. 2017 Equity Incentive Plan. +

 1/13/2017

 10.1

 10.23

 Form
 of Option Agreement under Mateon's 2017 Equity Incentive Plan. +

 1/13/2017

 10.2

 10.24

 Mateon
 Therapeutics, Inc. 2005 Stock Plan (as amended and restated on January 12, 2017). +

 1/13/2017

 10.3

 10.25

 No. 2 to Employment Agreement by and between the Registrant and William D. Schwieterman, dated as of October 2, 2017. +

 11/14/2017

 10.1

 10.26

 No. 1 to Employment Agreement by and between the Registrant and Matthew M. Loar, dated as of October 2, 2017. +

 11/14/2017

 10.2

 10.27

 No. 1 to Second Amended and Restated Employment Agreement by and between the Registrant and David J. Chaplin, dated as of October
 2, 2017. +

 11/14/2017

 10.3

 10.28

 Mateon
 Therapeutics, Inc. 2015 Equity Incentive Plan (as amended and restated on May 7, 2018). +

 Definitive
 Proxy Statement on Schedule 14A

 05/07/2018

 Appendix
 A

 10.29

 Form
 of Subscription Agreement for private placement transaction entered into on April 12, 2018.

 10.1

 10.30

 Form
 of Registration Rights Agreement for private placement transaction entered into on April 12, 2018.

 10.2

 10.31

 Engagement
 Letter, dated February 7, 2018, by and between the Registrant and Divine Capital Markets LLC.

 10.3

 10.32

 Separation
 and Release Agreement, dated April 17, 2019 by and between the Company and William D. Schwieterman, M.D.

 10.1

 10.33

 Form
 of Securities Purchase Agreement, dated as of April 17, 2019, by and among the Company and Peak One

 10.2

 10.34

 Form
 of Securities Purchase Agreement, dated as of April 17, 2019, by and among the Company and the Bridge Investors.

 10.3

 10.35

 Contingent
 Value Rights Agreement, dated April 17, 2019, by and among the Company, Oncotelic and American Stock Transfer and Trust Company LLC

 10.1

 10.36

 Form
 of Securities Purchase Agreement, dated as of April 17, 2019, by and among the Company and Peak One Opportunity Fund, L.P. and TFK
 Investments, LLC.

 10.2

 10.37

 Form
 of Securities Purchase Agreement, dated as of April 17, 2019, by and among the Company and the Bridge Investors

 10.3

 10.38

 Form
 of Securities Purchase Agreement, dated as of April 17, 2019, by and among the Company and Peak One Opportunity Fund, L.P. and TFK
 Investments, LLC.

 6/20/2019

 10.1

 10.39

 to Securities Purchase Agreement dated as of June 12, 2019 by and between the Company and Peak One Opportunity Fund, L.P.

 6/20/2019

 10.2

 10.40

 Separation
 Agreement dated as of July 1, 2019 by and between the Company and Matthew M. Loar Ex.

 7/5/2019

 10.1

 10.41

 Note
 Purchase Agreement between Mateon Therapeutics, Inc. and PointR Data Inc. dated July 22, 2019.

 7/24/2019

 10.1

 10.42

 Agreement dated August 23, 2019 between the Company and Dr. Vuong Trieu.

 8/29/2019

 10.1

 10.43

 Agreement dated August 23, 2019 between the Company and Dr. Fatih Uckun.

 8-K/A

 11/25/2019

 10.2

 10.44

 Agreement dated August 23, 2019 between the Company and Dr. Chulho Park.

 8/29/2019

 10.3

 10.45

 Agreement dated August 23, 2019 between the Company and Mr. Amit Shah.

 8/29/2019

 10.4

 10.46

 Investigational
 Product Supply and Use Authorization Agreement for OT-101 U.S. Expanded Access (IPSUA) dated September 5, 2019, between WideTrial
 and Oncotelic.

 9/10/2019

 10.1

 10.47

 for Delivery and Licensed Use of Data Generated from OT-101 U.S. Expanded Access (Data License 1) dated September 5, 2019 between
 WideTrial and Oncotelic.

 9/10/2019

 10.2

 10.48

 for Delivery and Licensed Use of WideTrial Bonus Dataset (Data License 2 Agreement) dated September 5, 2019 between WideTrial and
 Oncotelic.

 9/10/2019

 10.3

 10.49

 Form
 of Convertible Promissory Note, issued by the Company under the Note Purchase Agreement dated as of November 23, 2019.

 11/25/2019

 10.1

 10.50

 and Services Agreement.

 3/23/2020

 10.1

 10.51

 Supplement
 Research and Services Agreement.

 3/23/2020

 10.2

 10.52

 Paycheck
 Protection Program Promissory Note dated April 21, 2020 between Mateon Therapeutics, Inc. and Silicon Valley Bank.

 4/27/2020

 10.1

 10.53

 Form
 of Series A Warrant to purchase Common Stock.

 06/12/2020

 10.1

 10.54

 between Oncotelic Inc, Autotelic Inc. and Autotelic BIO.

 6/16/2020

 10.1

 10.55

 Consulting
 Agreement by Between the Company and Artius, dated March 9, 2020

 8-K/A

 6/22/2020

 10.1

 10.56

 Consulting
 Agreement by Between the Company and Dr. Maida, dated May 5, 2020

 8-K/A

 6/22/2020

 10.2

 10.57

 Loan,
 Secured Convertible Note Purchase, and Security Agreement between the Company and Golden Mountain Partners, LLC dated June 27, 2020

 11/16/2020

 10.57

 10.58

 Secured
 Convertible Promissory Note between the Company and Golden Mountain Partners, LLC dated June 27, 2020

 11/16/2020

 10.58

 10.59

 License,
 Development and Commercialization Agreement between Mateon Therapeutics, Inc. and Windlas Biotech Private Limited dated November
 10, 2020

 11/16/2020

 10.59

 10.60

 to Certificate of Incorporation

 02/02/2021

 10.60

 10.61

 Subscription
 Agreement by and between the Company and certain accredited investors dated

 03/26/2021

 10.1

 10.62

 Form
 of Registration Statement to register additional shares of Common Stock under 2015 Equity Incentive Plan

 S-8

 04/19/2021

 10.62

 10.63

 Purchase Agreement by and between the Company and Peak One Opportunity Fund L.P dated May 3, 2021

 05/07/2021

 10.1

 10.64

 Form
 for Registration of Securities

 S-1

 05/24/2021

 10.65

 Form
 of Securities Purchase Agreement by and between the Company and Geneva Roth Remark Holding, Inc dated May 25, 2021

 06/01/2021

 10.1

 10.66

 Form
 of Securities Purchase Agreement and by and between the Company and Geneva Roth Remark Holding, Inc dated Jube 28, 2021

 07/02/2021

 10.66

 10.67

 Form
 of Note Purchase Agreement by and between the Company and Autotelic Inc. dated August 4, 2021

 08/05/2021

 10.2

 10.68

 Licensing
 Agreement by and between the Company and Autotelic Inc dated August 31, 2021

 09/03/2021

 10.1

 10.69

 Unsecured
 Convertible Note Purchase Agreement by and between the Company and Golden Mountain Partners LLC dated September 21, 2021

 09/27/2021

 10.1

 10.70

 Licensing
 Agreement by and between the Company and Autotelic Inc dated September 30, 2021

 10/04/2021

 10.1

 10.71

 Unsecured
 Convertible Note Purchase Agreement by and between the Company and Golden Mountain Partners LLC dated October 25, 2021

 10/28/2021

 10.1

 10.72

 Form
 of Securities Purchase Agreement by and between the Company and certain accredited investors

 12/01/2021

 10.1

 10.73

 Form
 of Convertible Notes by and between the Company certain accredited investors

 12/01/2021

 10.1

 10.74

 Form
 of Unsecured Convertible Note Purchase Agreement between the Company and Golden Mountain Partners dated January 31, 2022

 02/02/2022

 10.1

 10.75

 Form
 of Convertible Promissory Note issued by the Company dated January 31, 2022

 02/02/2022

 10.2

 10.76

 Form
 of Warrants issued by the Company to certain Investors, under the extension of Notes dated February 9, 2022 of the Note Purchase
 Agreement dated July 23, 2020

 02/15/2022

 10.76

 10.77

 Form
 of Securities Purchase Agreement by and between the Company and certain accredited investors dated March 29, 2022

 04/04/2022

 10.1

 10.78

 Form
 of Joint Venture Agreement between the Company and Dragon Overseas Capital Limited dated March 31, 2022

 04/06/2022

 10.1

 10.78

 Agreement between Oncotelic Therapeutics, Inc. and GMP Biotechnology Limited dated March 31, 2022

 04/06/2022

 10.2

 10.79

 Agreement between Oncotelic Therapeutics, Inc. and Sapu Holdings, LLC dated March 31, 2022

 04/06/2022

 10.3

 10.80

 Independent
 consulting agreement between Oncotelic Therapeutics, Inc. and Fatih Uckun, MD, Ph. D. dated May 1, 2022

 5/6/2022

 10.1

 10.81

 Independent
 consulting agreement between Oncotelic Therapeutics, Inc. and Seymour Fein, MD dated May 1, 2022

 5/6/2022

 10.2

 10.82

 Purchase Agreement between Oncotelic Therapeutics Inc. and certain accredited investors dated May 27, 2022

 6/3/2022

 10.1

 10.83

 Purchase Agreement between Oncotelic Therapeutics Inc. and certain accredited investors dated June 22, 2022

 6/27/2022

 10.1

 10.84

 Amended
 and Restated By-Laws

 05/19/2023

 3.2

 10.85

 Form
 of Subscription Agreement

 07/13/2023

 10.1

 10.86

 Form of warrant

 07/13/2023

 10.3

 10.87

 Form of note

 07/13/2023

 10.4

 10.88

 Registration Rights Agreement

 07/13/2023

 10.5

 23.1

 Consent of the Independent Registered Accounting Firm

 x

 14.1

 Corporate Code of Conduct and Ethics.

 3/30/2015

 14.1

 31.1

 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a).

 x

 31.2

 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a).

 x

 32.1

 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

 x

 32.2

 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

 x

 101.1

 Interactive
 Data Files for the fiscal years ended December 31, 2023 and December 31, 2022

 x

 101.INS

 x

 101.SCH

 x

 101.CAL

 x

 101.DEF

 x

 101.LAB

 x

 101.PRE

 x

 Cover

 *

 Confidential
 treatment has been granted for portions of this Exhibit. Redacted portions filed separately with the Securities and Exchange Commission.

 +

 Management
 contract or compensatory plan or arrangement.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Therapeutics, Inc.

 (Formerly
 Mateon Therapeutics, Inc.)

 /s/
 VUONG TRIEU

 By:

 VUONG
 TRIEU, PH. D.

 Chief
 Executive Officer

 Date:
April 12, 2024

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 VUONG TRIEU

 President,
 Chief Executive Officer and Chairman of

 April

 Vuong
 Trieu, Ph. D.

 the
 Board and Director (Principal executive officer)

 /s/
 AMIT SHAH

 Chief
 Financial Officer (Principal financial and

 April

 Amit
 Shah

 accounting
 officer)

 /s/
 STEVEN KING

 Director

 April

 Steven
 King

 /s/
 ANTHONY MAIDA

 Director

 April

 Maida, M.D., Ph. D.

Therapeutics, Inc.

to Financial Statements

 The
following financial statements of Oncotelic Therapeutics, Inc.:

 Page

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID No. 468)

 Balance Sheets as of December 31, 2023 and 2022

 Statements of Operations for the Years Ended December 31, 2023 and 2022

 Statements of Stockholders Equity for the Year Ended December 31, 2023

 Statements of Stockholders Equity for the Year Ended December 31, 2022

 Statements of Cash Flow for the Years Ended December 31, 2023 and 2022

 Notes
 to Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Stockholders of

Therapeutics, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheet of Oncotelic Therapeutics, Inc. and Subsidiaries (the Company) as of
December 31, 2023 and 2022, and the related consolidated statements of operations, stockholders' equity, and cash flows for
each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the
consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,
the consolidated financial position of the Company as of December 31, 2023 and December 31, 2022, and the consolidated results of its operations and its
cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally
accepted in the United States of America.

 Going
Concern Uncertainty

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has an accumulated
deficit and a working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's
plans regarding these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due
to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audit provides a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that
were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material
to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication
of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are
not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or
disclosures to which it relates.

 F- 2

Debt Accounting

 Description
of the Matter

 As
described in Notes 5, 7 and 8 to the Consolidated Financial Statements, the Company entered into various capital raising transactions
whereby it issued convertible debt with other instruments, including warrants and shares of common stock.

 We
identified the accounting for the issuance of these convertible notes as a critical audit matter. Accounting for the issuance of convertible
debt was complex due to the evaluation of the terms of the agreements as well as the inherent estimation uncertainty in the Company's
valuation of the beneficial conversion feature, note agreements and warrants. The Company allocated the proceeds among the freestanding
financial instruments that were issued in the respective transactions using the relative fair value method, which affects the determination
of each financial instruments' initial carrying amount. The Company utilized the relative fair value method as none of the freestanding
financial instruments issued as part of the transactions 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.

 How
We Addressed the Matter in our Audit

 The
primary procedures we performed to address this critical audit matter included:

 Obtaining
 an understanding of the Company's process to account for the issuance of convertible
 notes, warrants and shares of common stock

 Reviewing
 the underlying agreements associated with these transactions

 Reviewing
 the Company's position papers addressing the accounting for these transactions and
 assessing the appropriateness of the positions

 Testing
 the completeness and accuracy of the underlying data used in the assessment of relative fair values

 Evaluation
of Goodwill for Impairment

 Description
of the Matter

 As
discussed in Note 2 and 3 to the consolidated financial statements, reporting unit goodwill is tested for impairment at least annually
or when events or circumstances indicate the fair value of a reporting unit may be below its carrying value. This analysis involves comparing
events and circumstances such as general macroeconomic conditions, conditions specific to the industry and market and whether there has
been sustained declines in share price. These fair value estimates are sensitive to significant assumptions and judgments, such as projections
of operating expenditures, discount rates, and future economic conditions.

 The Company has experienced a sustained decrease in its share price, and as of December 31, 2023,
the Company's market capitalization and uncertain economic conditions, which adversely impacted the pharmaceutical and biotechnology
industry, were indicative of an impairment. Pursuant to current accounting guidance, management performed a quantitative analysis and
concluded that goodwill was impaired and the Company cumulatively recorded impairment charges of approximately $6.1 million during the
course of the year ended December 31, 2023. At December 31, 2023, the Company's goodwill balance was approximately $6 million.

 Auditing
management's annual impairment tests for goodwill was complex because of the significant judgement required to evaluate the management
assumptions described above used to determine the fair value of the reporting units.

 F- 3

 How
We Addressed the Matter in our Audit

 Our
audit procedures related to the evaluation of goodwill for impairment included the following, among others:

 a.

 We
 considered the design and operating effectiveness of certain controls over the Company's annual impairment assessments of intangible
 assets and goodwill. We considered the material weaknesses related to management's internal controls in determining the nature,
 timing and extent of the audit tests applied in our audit.

 b.

 We
 evaluated managements significant accounting policies related to the impairment of goodwill and indefinite-lived intangible assets
 for reasonableness.

 c.

 We
 evaluated management's assessment of qualitative factors relating to the goodwill valuation by reviewing information regarding
 economic growth forecast, industry outlook, and business environment, as well as accumulating our understanding of the Company's
 reporting unit's performance.

 d.

 With
 respect to the Company's valuation of its sole reporting unit:

 1.

 We
 assessed the qualifications and competence of management

 2.

 We
 evaluated the methodologies used to determine the fair value of the Company's reporting
 unit

 3.

 We
 reperformed management's quantitative analysis to assess the impact of goodwill impairment

 e.

 We
 assessed the adequacy of the Company's disclosures regarding impairment assessments
 included in Note 2 and Note 3.

 Rose,
 Snyder & Jacobs LLP

 We
 have served as the Company's auditor since 2021.

 Encino,
 CA

 April

 F- 4

BALANCE SHEETS

 31,

 31,

 2023

 2022

 ASSETS

 Current
 assets:

 Cash

 $
 170,405

 $
 241,452

 Restricted
 cash

 20,000

 20,000

 receivable

 18,976

 19,748

 Prepaid
 & other current assets

 62,356

 21,964

 Total
 current assets

 271,737

 303,164

 In
 process R&D

 1,101,760

 1,101,760

 Goodwill,
 net

 5,988,230

 12,071,376

 Investment
 in GMP Bio at fair value

 Total
 assets

 $
 30,014,952

 $
 36,116,819

 LIABILITIES
 AND STOCKHOLDERS' EQUITY

 Current
 liabilities:

 payable and accrued liabilities

 $
 2,437,321

 $
 2,510,864

 payable - related party

 344,099

 332,432

 Contingent
 consideration

 2,625,000

 2,625,000

 Derivative
 liability on notes

 423,214

 198,140

 and short-term debt, net of costs

 8,066,957

 10,091,923

 debt and short-term debt - related party, net of costs

 2,608,356

 1,165,048

 Total
 current liabilities

 16,504,947

 16,923,407

 long-term debt, net of costs

 1,898,468

 -

 Total Liabilities

 18,403,415

 16,923,407

 Commitments
 and contingencies (Note 13)

 -

 Stockholders'
 equity:

 stock, $.01 par value; 750,000,000 shares authorized; 399,184,128 and 391,846,880 issued and outstanding, respectively

 3,991,839

 3,918,469

 Additional
 paid-in capital

 41,655,026

 41,416,632

 Accumulated
 deficit

 ( 33,516,736

)

 ( 25,926,069
)

 Total
 Oncotelic Therapeutics, Inc. stockholders' equity

 12,130,129

 19,409,032

 Non-controlling
 interests

 ( 518,592
)

 ( 215,620
)

 Total
 stockholders' equity

 11,611,537

 19,193,412

 Total
 liabilities and stockholders' equity

 $
 30,014,952

 $
 36,116,819

 The
accompanying footnotes are an integral part of these consolidated financial statements.

 F- 5

STATEMENTS OF OPERATIONS

 2023

 2022

 For
 the Year Ended December 31,

 2023

 2022

 Service
 Revenue

 $

 $
 -

 Total
 Revenue

 -

 Operating
 expenses:

 and development

 $
 61,143

 $
 756,910

 General
 and administrative

 573,726

 4,853,664

 impairment (See note 2 and 3)

 6,083,146

 4,111,079

 Total
 operating expenses

 6,718,015

 9,721,653

 Loss
 from operations

 ( 6,648,015
)

 ( 9,721,653
)

 Other
 income (expense):

 Interest
 expense, net

 ( 1,044,786
)

 ( 2,971,046
)

 Change in fair value on investment in GMP Bio

 -

 Reimbursement
 for expenses - related party

 72,246

 533,485

 Change
 in fair value of derivative on debt

 ( 225,074
)

 142,150

 Loss
 on debt extinguishment

 ( 373,142
)

 ( 257,810
)

 Gain on derecognition of non-financial asset

 -

 16,951,477

 Total
 other income (expense)

 ( 1,558,050

)

 14,398,256

 Net
 income (loss) before non-controlling interests

 ( 8,206,065

)

 Net
 loss attributable to non-controlling interests

 ( 302,972
)

 ( 418,378
)

 Net
 income (loss) attributable to Oncotelic Therapeutics, Inc.

 $
 ( 7,903,093

)

 $
 5,094,981

 Basic
 net loss per share attributable to common stock

 $
 ( 0.02
)

 $
 0.01

 Basic
 weighted average common stock outstanding

 396,165,575

 384,075,369

 Diluted
 net loss per share attributable to common stock

 $
 ( 0.02
)

 $
 0.01

 Diluted
 weighted average common stock outstanding

 396,165,575

 457,299,890

 The
accompanying footnotes are an integral part of these consolidated financial statements.

 F- 6

STATEMENT OF STOCKHOLDERS' EQUITY

 FOR
THE YEAR ENDED DECEMBER 31, 2023

 Capital

 Deficit

 Interests

 Preferred

 Stock

 Stock

 Additional

 Paid-in

 Accumulated

 Non
 controlling

 Stockholders'

 Capital

 Deficit

 Interests

 at January 1, 2023

 -

 $
 -

 391,846,880

 3,918,469

 41,416,632

 ( 25,926,069
)

 ( 215,620
)

 $
 19,193,412

 Adoption
 of ASU 2020-06

 -

 -

 -

 -

 ( 521,749
)

 312,426

 -

 $
 ( 209,323
)

 shares issued in connection with debt conversion

 -

 -

 7,337,248

 73,370

 431,559

 -

 -

 504,929

 Warrants issued with convertible notes

 -

 -

 -

 -

 328,584

 -

 -

 328,584

 Net
 Loss

 -

 -

 -

 -

 -

 ( 7,903,093

)

 ( 302,972
)

 ( 8,206,065

)

 as of December 31, 2023

 -

 $
 -

 399,184,128

 3,991,839

 41,655,026

 ( 33,516,736

)

 ( 518,592
)

 11,611,537

 The
accompanying footnotes are an integral part of these consolidated financial statements.

 F- 7

STATEMENT OF STOCKHOLDERS' EQUITY

 FOR
THE YEAR ENDED DECEMBER 31, 2022

 Capital

 Deficit

 Interests

 Preferred
 Stock

 Stock

 Additional
 Paid-in

 Accumulated

 Non
 controlling

 Stockholders'

 Capital

 Deficit

 Interests

 at January 1, 2022

 -

 375,288,146

 $
 3,752,881

 $
 35,223,842

 $
 ( 31,021,050
)

 $
 202,758

 $
 8,158,431

 -

 -

 375,288,146

 $
 3,752,881

 $
 35,223,842

 $
 ( 31,021,050
)

 $
 202,758

 $
 8,158,431

 shares issued upon cashless exercise of warrants

 -

 $
 -

 6,540,878

 65,409

 ( 65,409
)

 -

 -

 -

 shares issued for cash

 -

 -

 1,300,000

 13,000

 145,820

 -

 -

 158,820

 Stock
 compensation expense

 -

 -

 -

 -

 902,141

 -

 -

 902,141

 issued in connection with note extension

 -

 -

 -

 -

 2,905,316

 -

 -

 2,905,316

 Beneficial
 Conversion Feature on convertible debt

 -

 -

 -

 -

 570,717

 -

 -

 570,717

 issued in connection with debt issuance

 -

 -

 -

 -

 368,375

 -

 -

 368,375

 Contribution
 from shareholder for payment of liabilities

 -

 -

 -

 -

 828,258

 -

 -

 828,258

 shares issued in connection with debt conversion

 -

 -

 8,717,856

 87,179

 537,572

 -

 -

 624,751

 Net
 Income

 -

 -

 -

 -

 -

 5,094,981

 ( 418,378
)

 Net
 Income (Loss)

 -

 -

 -

 -

 -

 5,094,981

 ( 418,378
)

 as of December 31, 2022

 -

 $
 -

 391,846,880

 $
 3,918,469

 $
 41,416,632

 $
 ( 25,926,069
)

 $
 ( 215,620
)

 $
 19,193,412

 -

 $
 -

 391,846,880

 $
 3,918,469

 $
 41,416,632

 $
 ( 25,926,069
)

 $
 ( 215,620
)

 $
 19,193,412

 The
accompanying footnotes are an integral part of these consolidated financial statements.

 F- 8

STATEMENTS OF CASH FLOWS

 2023

 2022

 For
 the Twelve Months

 Ended

 2023

 2022

 Cash
 flows from operating activities:

 Net
 income (loss)

 $
 ( 8,206,065

)

 $

 Adjustments
 to reconcile net loss to net cash provided by (used in) operating activities:

 Gain
 on derecognition of non-financial asset

 -

 ( 16,951,477
)

 impairment

 6,083,146

 4,111,079

 Amortization
 of debt discount and deferred finance costs

 301,917

 1,975,501

 Amortization
 of intangible assets

 -

 12,841

 Change in fair value on investment in GMP Bio

 ( 12,706

)

 -

 Loss
 on debt conversion

 373,142

 257,810

 issued in connection with private placement

 -

 2,905,316

 Write
 off of accounts receivable

 Stock
 compensation expense

 -

 902,141

 Change
 in fair value of derivative

 225,074

 ( 142,150
)

 Changes
 in operating assets and liabilities:

 Prepaid
 expenses and other current assets

 ( 40,392
)

 ( 3,186
)

 payable and accrued expenses

 ( 72,771
)

 873,951

 payable to related party

 26,836

 ( 70,991
)

 Net
 cash provided by (used in) operating activities

 ( 1,321,047
)

 ( 1,452,562
)

 Cash
 flows from financing activities:

 Proceeds
 from / (repayment to) private placement

 ( 125,000

)

 -

 Proceeds
 from sales of common stock

 -

 158,820

 Proceeds from short term debt

 1,410,000

 -

 Proceeds
 from convertible debt, net of repayment

 -

 966,425

 Repaid to others

 ( 35,000

)

 -

 Net
 cash provided by financing activities

 1,250,000

 1,125,245

 Net
 increase (decrease) in cash

 ( 71,047
)

 ( 327,317
)

 Cash
 and restricted cash - beginning of period

 261,452

 588,769

 Cash
 and restricted cash - end of period

 $
 190,405

 $
 261,452

 Supplemental
 cash flow information:

 Cash
 paid for:

 Interest
 paid

 $
 390,561

 $
 397,995

 Income
 taxes paid

 $
 1,600

 $
 -

 Non-cash
 investing and financing activities:

 issued in connection with private placement & debt

 $

 -

 $
 368,375

 Beneficial
 Conversion Feature on convertible debt and restricted common shares

 $
 -

 $
 570,717

 shares issued upon partial conversion of debt

 $
 504,929

 $
 624,751

 shares issued in lieu of services

 $
 -

 $
 -

 Non-cash
 cost upon sale of common stock

 $
 -

 $
 83,180

 Contribution from shareholder for payment of liabilities

 $
 -

 $
 828,258

 The
accompanying footnotes are an integral part of these consolidated financial statements.

 F- 9

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 NOTE
1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

 Description
of Business

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; Pet2DAO, Inc (" Pet2DAO ") and EdgePoint AI,
Inc. (" Edgepoint"), a Delaware Corporation for which there are non-controlling interests, (Oncotelic, Oncotelic Inc.,
PointR, Pet2DAO and Edgepoint are collectively called the " Company " or " We "). The Company completed
a reverse merger with Oncotelic Inc in April 2019, a merger with PointR in November 2019 and formed a subsidiary Edgepoint in February
2020. For more information on these mergers, refer to our 2022 Annual Report on Form 10-K filed with the SEC on April 14, 2023 or our
2022 Annual Report on form 10-K/A filed with the SEC on April 20, 2023.

 The
Company is currently developing OT-101, through its joint venture ( "JV") with Dragon Overseas Capital Limited (" Dragon")
and GMP Biotechnology Limited ( "GMP Bio"), both affiliates of Golden Mountain Partners (" GMP "),
for various cancers and COVID-19, Artemisinin for COVID-19 and AI technologies for clinical development and manufacturing. The Company
is also independently planning to develop OT-101 for certain animal health indications and contemplating using crypto currencies for
that platform. 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.

 The
Company is primarily 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 are expected to 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- overexpression, starting with cancer and expanding to Duchenne Muscular Dystrophy (" DMD ")
and others. 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. The JV plans to initiate
phase 2 and 3 clinical trials for OT-101 in both high-grade glioma and pancreatic cancer, and any other indications that may evolve,
for human pharmaceutical needs. The JV will also be sponsoring many investigator-initiated studies for OT-101 for other oncology indications.
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 JV 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 GMP for a total of $ 1.2 million to render services
and was paid for the development of OT-101. The Company was working with the Biomedical Advanced Research and Development Authority (" BARDA ")
to conduct an observational study to evaluate the effects of long COVID-19 and had been provided a grant of up to $ 0.75 million for the
study; however, BARDA discontinued that program with the Company. In 2020 and 2021, the Company was developing Artemisinin as a potential
therapy for COVID-19. Artemisinin, purified from a plant Artemisia annua. For more information on GMP and Artemisinin, refer to
our 2022 Annual report on Form 10- K/A filed with the SEC on April 20, 2023.

 F- 10

 In
November 2022, the Company formed a Decentralized autonomous organization (" DAO ") entity, Pet2DAO, Inc. (" Pet2DAO "),
as a wholly owned subsidiary. A DAO is an emerging form of legal structure, that has no central governing body, and whose members share
a common goal to act in the best interest of the entity. Pet2DAO is a DAO technology company, integrating the strong governance of traditional
corporations with the innovative DAO architecture. The Company will look to engage stakeholders, to build value through the DAO, while
maintaining the rigor of traditional corporations, including governance, compliance, and accountability through a team of veterans in
public companies with innovators in AI, blockchain and Web3. Pet2DAO will initially be looking to develop products for the animal health
space. The Company will initially issue regular tokens and non-fungible tokens (" NFT " and cumulatively " Tokens ")
of Pet2DAO called PDAO to its employees, shareholders, and key opinion leaders (" KOLs ') and use the Tokens to propose
and vote on various animal health related programs. In the future, the Company will evaluate and plan to register these tokens with the
SEC to make such Tokens freely tradable at a future point in time.

 Fundraising

 Private
Placement 2 & JH Darbie Financing

 In
July 2023, the Company entered into a series of subscription agreements with 15 accredited investors which resulted in a conversion of
a gross amount of $ 1.0 million, consisting of 40 notes, under the prior JH Darbie Financing into new debt to the Company. JH Darbie and
the Company are parties to a March 2023 placement agent agreement ("Agreement") pursuant to which JH Darbie has the right
to sell/convert a minimum of 10 Units and a maximum of 200 Units on a best-efforts basis. Further, in October 2023, the Company entered
into a series of subscription agreements with 27 accredited investors which resulted in a conversion of a gross amount of $ 1.05 million,
consisting of 42 notes, under the prior JH Darbie Financing into new debt to the Company. For more information on the new JH Darbie Financing,
refer to Note 8 of these Notes to the Consolidated Financial Statements.

 J.H.
Darbie Financing Notes & Issuance of Oncotelic Warrants

 In
February 2022, the Company and 99 out of 100 of the Investors agreed to extend the maturity date of the notes connected to the Units
from March 31, 2022 to March 31, 2023. In addition, the Company issued approximately 33 million warrants to purchase $ 50,000 of shares
of common stock of the Company in connection with agreeing to extend the maturity date by one year. The issuance of the additional warrants
resulted in the Company recording an expense of approximately $ 2.9 million in the Company's statement of operations during the
year ended December 31, 2022. For more information on the JD Darbie financing, refer to Note 7 of the Notes to the Consolidated Financial
Statements.

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. For more information on the EPL, refer to Note 9 of the Notes to the Consolidated Financial Statements.

 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. For more information on the debt financing of the Company, refer to Note 5 of the Notes to the Consolidated
Financial Statements.

 November/December
2021 and March 2022 Notes

 In
November / 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"), and which Notes
were convertible into shares of the Company's common stock, par value $ 0.01 per share ("Common Stock"). In June 2022,
Mast fully converted their November 2021 Note, for which the company issued 4,025,000 shares of Common Stock. Further, during the year ended December 31, 2023, the Company fully converted
the balance of Fourth Man convertible note of approximately $ 127,000 into 1,820,395 shares of the Company's common stock, which
fully retired the convertible note as of December 31, 2023.

 F- 11

 In
March 2022, the Company entered into a Securities Purchase Agreement with Fourth Man, pursuant to which the Company issued convertible
promissory note in the aggregate principal amount of $ 0.25 million, which Note is convertible into shares of the Company's Common
Stock. As of December 31, 2023, this note is in default and available for conversion into the Company's Common Stock due to cross
default provision contained in November / December 2021 Notes. During the year ended December 31, 2023, Fourth Man converted a portion of the March 2022 debt,
including interest, default penalty and conversion fee, of approximately $ 140,000 for 2,050,000 shares of the Company's Common Stock.

 For
more information on the debt financing of the Company, refer to Note 5 of the Notes to the Consolidated Financial Statements.

 May
2022 Note

 In
May 2022, the Company entered into a Securities Purchase Agreement with Mast, pursuant to which the Company issued convertible promissory
notes in the aggregate principal amount of $ 0.6 million, which note is convertible into shares of the Company's Common Stock. As
of December 31, 2023, this note is in technical default and available for conversion into the Company's Common Stock. For more
information on the debt financing of the Company, refer to Note 5 of the Notes to the Consolidated Financial Statements.

 June
2022 Note

 In
June 2022, the Company entered into a Securities Purchase Agreement with Blue Lake, pursuant to which the Company issued convertible
promissory notes in the aggregate principal amount of $ 0.34 million, which note is convertible into shares of the Company's Common
Stock. As of December 31, 2023, this note is in technical default and available for conversion into the Company's Common Stock.
For more information on the debt financing of the Company, refer to Note 5 of the Notes to the Consolidated Financial Statements.

 Forever
Prosperity (previously GMP) 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).

 Between
June 2020 and January 2022, the Company entered into various purchase agreements and promissory notes with GMP, cumulatively totaling
$ 4.5 million.

 For
more information on the GMP debt financing, refer to Note 5 of the Notes to the Consolidated Financial Statements.

 Joint
Venture with GMP Bio

 In
March 2022, the Company formalized a joint venture ( "JV") with Dragon Overseas Capital Limited (" Dragon")
and GMP Biotechnology Limited ( "GMP Bio"), both affiliates of GMP. 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.

 F- 12

 For
more information on the JV, refer to Note 6 of the Notes to the Consolidated Financial Statements.

 Pet2DAO

 In
November 2022, the Company formed a Decentralized autonomous organization (" DAO ") entity, Pet2DAO LLC (" Pet2DAO "),
as a wholly owned subsidiary. A DAO is an emerging form of legal structure, that has no central governing body, and whose members share
a common goal to act in the best interest of the entity. Pet2DAO is a DAO technology company, integrating the strong governance of traditional
corporations with the innovative DAO architecture. The Company will look to engage stakeholders, to build value through the DAO, while
maintaining the rigor of traditional corporations, including governance, compliance, and accountability through a team of veterans in
public companies with innovators in AI, blockchain and Web3. Pet2DAO will initially be looking to develop products for the animal health
space. The Company will initially issue regular tokens and non-fungible tokens (" NFT " and cumulatively " Tokens ")
of Pet2DAO called PDAO to its employees, shareholders and key opinion leaders (" KOLs ') and use the Tokens to propose
and vote on various animal health related programs. In the future, the Company will evaluate and plan to register these tokens with the
SEC to make such Tokens freely tradable at a future point in time.

 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 the Company, 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. For more information
on the Agreement, refer to our 2022 10-K/A filed with the SEC on April 20, 2023.

 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.

 Basis
of Presentation

 The
accompanying consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission including Form 10-K and Regulation S-X.

 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 $ 33.5
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 approximately $ 16.2
million at December 31, 2023, of which approximately $ 1.3
million is attributable to assumed negative working capital of the Company and approximately $ 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, 2023 of approximately $ 1.3
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 significantly lower costs and losses in the foreseeable future,
as a majority of the costs related with the development of OT-101 will be incurred by the JV, but the Company also 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.

 F- 13

 The
Company's long-term plans include continued development of its current pipeline of products, in addition to continue the development
of OT-101 which is exclusively out-licensed to the JV and the JV will be responsible for the funding required to support the development
in entirety, to generate sufficient revenues, through either technology transfer or product sales, or raise additional financing to cover
its anticipated expenses. 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.

 The
Company raised approximately $ 1.35 million from Autotelic Inc., a related party, and $ 50 thousand from Vuong Trieu, a related party,
during the year ended December 31, 2023.

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, 2023 and 2022, 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, 2023 and 2022, 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.

 F- 14

 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, 2023 and 2022.

 Investment
in equity securities

 The
following table summarizes the cumulative gross unrealized gains and losses and fair values for long- term investments accounted for
at fair value under the fair value option, with the unrealized gains and losses reported within earnings on the Condensed Consolidated
Statements of Operation as of December 31, 2023 and 2022:

OF UNREALIZED GAINS AND LOSSES

 Initial Book Value

 Cumulative Gross

 Unrealized Gains

 Cumulative Gross

 Unrealized Losses

 Fair Value

 Investment in GMP Bio (equity securities)

 $

 $

 $
 -

 $

 Total

 $

 $

 $
 -

 $

 F- 15

 Initial
 Book Value

 Cumulative
 Gross
 Unrealized Gains

 Cumulative
 Gross
 Unrealized Losses

 Fair
 Value

 Investment
 in GMP Bio (equity securities)

 $

 $
 -

 $
 -

 $

 Total

 $

 $
 -

 $
 -

 $

 The
table below sets forth a summary of the recording of the initial value of the long-term value of investment in equity securities of GMP
Bio, based on a third-party valuation report, and changes in the fair value of such equity securities, if such change occurs, as a Level
3 fair value as of December 31, 2023 and 2022:

 SUMMARY OF CHANGES
IN FAIR VALUE OF LONG-TERM INVESTMENT IN EQUITY SECURITIES

 Balance at January 1, 2023 and 2022

 $

 $
 -

 Contribution at cost basis

 -

 5,689,042

 Gain on derecognition of non-financial asset

 -

 16,951,477

 Change in fair value

 -

 Balance at December 31, 2023 and 2022

 $

 $

 Derivative
Liability

 The
Company has certain derivative liabilities associated with its 2019 bridge financing Convertible Notes (see Note 5), consisted of conversion
feature derivatives at December 31, 2023 and 2022, are 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, 2023 and 2022:

 SUMMARY
OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES

 Conversion Feature

 Conversion Feature

 Balance at January 1, 2023 and 2022

 $
 198,140

 $
 340,290

 New derivative liability

 -

 -

 Reclassification to additional paid in capital from conversion of debt to common stock

 -

 -

 Change in fair value

 225,074

 ( 142,150
)

 Balance at December 31, 2023 and 2022

 $
 423,214

 $
 198,140

 At
December 31, 2023 and 2022, 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, 2023 and 2022:

 SUMMARY
OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES

 31,
2023

31,

2022

 Risk
 free interest

 4.64 %
 - 5.40 %

 0.17 %
 - 4.0 %

 Market
 price of share

 $
 0.03 - 0.05

 $
 0.05 - 0.23

 Life
 of instrument in years

 0.01

 0.01
 - 0.33

 Volatility

 142.45 %- 236.86
 %

 99.80 %- 116.51
 %

 Dividend
 yield

 %

 %

 F- 16

 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, 2023 and 2022,
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 and other technologies being developed. As such, the Company did not record any change to the valuation during
the years ended December 31, 2023 or 2022, respectively; and as of December 31, 2023 and 2022, 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. During the year ended December 31, 2023, no equivalent shares of the Common Stock were included as the Company had incurred
losses during this period and addition of such stock equivalents in the computation would have been anti-dilutive. Approximately 73 million
equivalent shares of Common Stock had been included in the computation of the dilutive income per share for the year ended December 31,
2022.

 The table below sets forth a reconciliation
of the basic weighted average common stock outstanding to the diluted weighted average common stock outstanding of the Company as of December
31, 2022:

OF BASIC AND DILUTED WEIGHTED AVERAGE COMMON STOCK OUTSTANDING

 Basic
 weighted average common stock outstanding

 384,075,369

 Add:
 Dilutive common stock equivalents

 Stock
 options outstanding

 2,606,054

 outstanding

 68,681

 debt, convertible into common stock

 70,549,786

 Diluted
 weighted average common stock outstanding

 457,299,890

 Stock-Based

 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.

 F- 17

 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, 2023 and 2022, 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, 2023 and 2022, there were no impairment losses recognized for intangible assets. When we sell or contribute properties to unconsolidated
arrangements and retain a non-controlling ownership interest in such assets, we recognize the difference between the consideration received
and the carrying amount of the asset sold or contributed. For the year ended December 31, 2022, we derecognized the intangibles of $0.8
million associated with OT-101 upon the transfer of our non-financial asset as a capital contribution for our 45 % ownership in the JV.

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. The Company has always operated as a single
unit. 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. When we sell or contribute
properties to unconsolidated arrangements and retain a non-controlling ownership interest in such assets, we recognize the difference
between the consideration received and the carrying amount of the asset sold or contributed. For the years ended December 31, 2023 and
2022, we recorded an impairment loss of approximately $ 6.1 million and $ 4.1 million, respectively, on our goodwill, based on the difference
between the carrying value of our goodwill as against the market capitalization of the Company. Further, for the year ended December
31, 2022, we derecognized the goodwill of $ 4.8 million associated with OT-101 upon the transfer of our non-financial asset as a capital
contribution for our 45 % ownership in the JV. For more information on goodwill and impairment, refer to Note 3 to these Notes to the
Consolidated Financial Statements.

 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 based on the price of our Common Stock as of December 31 each year, 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.

 F- 18

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, 2023 and 2022, the Company identified EdgePoint to be the Company's
sole VIE. At December 31, 2023, and 2022, the Company's ownership percentage of EdgePoint was 29 % each, respectively. The VIE's
net assets were less than approximately $ 0.1 million at December 31, 2023 and 2022, respectively.

 F- 19

 Investments
- Equity Method

 The
Company accounts for equity method investments at cost, adjusted for the Company's share of the investee's earnings or losses,
which are reflected in the consolidated statements of operations. The Company periodically reviews the investments for other than temporary
declines in fair value below cost and more frequently when events or changes in circumstances indicate that the carrying value of an
asset may not be recoverable. The Investment in GMP Bio represents the investment into equity securities for which the Company elected
the fair value option pursuant to ASC 825-10-15 and subsequent fair value changes in the GMP Bio shares shall be included in the result
from other income. Refer to Note 6 to these Notes to the Consolidated Financial Statements.

 Joint
Venture agreement

 We
have equity interest in unconsolidated arrangement that is primarily engaged in the business of drug discovery, development, and commercialization,
including but not limited to development and commercialization of TGF-beta therapeutics as well as establishing and operating contract
development and manufacturing organization (" CDMO ") facilities and capabilities. The Company first reviews the arrangement
to determine if it meets the definition of an accounting joint venture pursuant to ASC 323-10-20. In order to meet the definition of
a joint venture, the arrangement must have all of the following characteristics, (i) the arrangement is organized within a separate legal
entity, (ii) the entity is under the joint control of the venturers, (iii) the venturers must be able to exercise joint control through
their equity investments, (iv) the qualitative characteristics of the entity, including its purpose and design must be consistent with
the definition of a joint venture.

 We
consolidate arrangements that are considered to be VIEs where we are the primary beneficiary. We analyze our investments in joint ventures
to determine if the joint venture is considered a VIE and would require consolidation. We (i) evaluate the sufficiency of the total equity
investment at risk, (ii) review the voting rights and decision-making authority of the equity investment holders as a group and whether
there are limited partners (or similar owning entities) that lack substantive participating or kick out rights, guaranteed returns, protection
against losses, or capping of residual returns within the group and (iii) establish whether activities within the venture are on behalf
of an investor with disproportionately few voting rights in making this VIE determination.

 To
the extent that we own interests in a VIE and we (i) have the power to direct the activities that most significantly impact the economic
performance of the VIE and (ii) have the obligation or rights to absorb losses or receive benefits that could potentially be significant
to the VIE, then we would be determined to be the primary beneficiary and would consolidate the VIE. To the extent that we own interests
in a VIE, then at each reporting period, we re-assess our conclusions as to which, if any, party within the VIE is considered the primary
beneficiary.

 To
the extent that our arrangements do not qualify as VIEs, they are consolidated if we control them through majority ownership interests
or if we are the managing entity (general partner or managing member) and our partner does not have substantive participating rights.
Control is further demonstrated by our ability to unilaterally make significant operating decisions, refinance debt, and sell the assets
of the joint venture without the consent of the non- managing entity and the inability of the non-managing entity to remove us from our
role as the managing entity.

 We
use the equity method of accounting for those arrangements where we exercise significant influence but do not have control. Under the
equity method of accounting, our investment in each arrangement is included on our consolidated balance sheet; however, the assets and
liabilities of the joint ventures for which we use the equity method are not included on our consolidated balance sheet.

 When
we sell or contribute properties to unconsolidated arrangements and retain a non-controlling ownership interest in such assets, we recognize
the difference between the consideration received and the carrying amount of the asset sold or contributed when its derecognition criteria
are met. The equity method investment we retain in such partial sale transactions is noncash consideration and is measured at fair value.
As a result, the accounting for a partial sale will result in the recognition of a full gain or loss.

 When
circumstances indicate there may have been a reduction in the value of an equity investment, we evaluate whether the loss in value is
other than temporary. If we conclude it is other than temporary, we recognize an impairment charge to reflect the equity investment at
fair value.

 The
Company elected the fair value option under the fair value option Subsection of Section 825-10-15 to account for its equity-method investment
as the Company believes that the fair value option is most appropriate for a company in the biotechnology industry, The fair value option
is more appropriate for companies that are involved in extensive and usually very expensive research and development efforts, which are
not appropriately reflected in the market value or reflective of the true value of the development activities of the Company.

 F- 20

 Embedded
debt costs in convertible debt instruments

 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 adopted ASU 2020-06 effective January 1, 2023 and has removed the effects of any embedded conversion features from certain of
our convertible instruments as of that date.

 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 does not anticipate 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, at least in the near future. 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 may occasionally collect 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.

 F- 21

& 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, 2023, including interim
periods within those fiscal years. Early adoption was permitted no earlier than the fiscal year beginning after December 15, 2020.The
Company adopted ASU 2020-06 effective January 1, 2023 and as of December 31, 2023, the Company recorded approximately $ 0.5 million as
a reduction to the additional paid in capital and added approximately $ 0.3 million to the opening retained earnings in accordance with
the authoritative guidance under ASU 2020-06.

 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, GOODWILL AND INTANGIBLE ASSETS

from 2019 Reverse Merger with Oncotelic and Merger with PointR

 The
Company completed the reverse merger with Oncotelic Inc. ("Merger") in April 2019. The Company completed the merger with
PointR Data Inc ("PointR Merger") in November 2019. For more details on the two mergers, refer to our 2020 Annual Report
on Form 10-K for the year ended December 31, 2020 filed by the Company on April 15, 2021.

 The
Oncotelic merger gave rise to Goodwill of approximately $ 4.9 million. Upon the non-financial sale of our asset as contribution to our
equity method investment, we derecognized the balance of the carrying value of our goodwill of approximately $ 4.9 million from the Oncotelic
Merger in accordance with our policy and authoritative accounting guidance.

we added goodwill of $ 16,182,456 upon the completion of the Merger with PointR.

 We
have one operating segment and reporting unit. Accordingly, our review of goodwill impairment indicators was performed at the entity-wide
level. In performing our annual impairment assessment, we determined if we should qualitatively assess whether it was more likely than
not the fair value of goodwill was less than its carrying amount (the qualitative impairment test). The factors we considered in the
assessment included our market capitalization, general macroeconomic conditions, conditions specific to the industry and market and whether
there had been sustained declines in our share price. If we concluded, it was more likely than not, the fair value of the reporting unit
was less than its carrying amount, or elected not to use the qualitative impairment test, a quantitative impairment test would be performed.

 We
used our market capitalization as an indicator of fair value. While we believe the fair value measurement need not be based solely on
the quoted market price of an individual share of our Common Stock, and that we also could consider the impact of a control premium in
measuring the fair value of its reporting unit. In the absence of any other valuation metrics, the Company believed using a control premium
utilized would not be appropriate under the current circumstances. We also considered some other market comparables, trends in our stock
price as well as the industry over a period of two successive quarters and prospective quarter to evaluate whether the fair value of
our reporting unit was greater than our carrying amount. As such, we performed a quantitative impairment assessment of goodwill for our
single reporting unit at the end of 2023 and 2022, due to a sustained decline in our market capitalization and an increase in negative
economic outlook for biotech markets. We estimated and reconciled the fair value of our reporting unit utilizing our market capitalization
based on the stock price of our Common Stock as of December 31, 2023 and 2022. Before completing our goodwill impairment test, we first
tested our indefinite-lived intangible asset then our remaining long-lived assets for impairment. We concluded our indefinite-lived intangible
assets were not impaired. Based on the market capitalization, we further concluded the fair value of our single reporting unit was less
than its carrying value and therefore recognized an impairment charge of approximately $ 6.1 million and approximately $ 4.1 million during
the year ended December 31, 2023 and 2022. The calculation of the impairment charge included substantial fact-based determinations and
estimates. The goodwill impairment charge is reflected as goodwill impairment in the consolidated statements of operations for the year
ended December 31, 2023.

 F- 22

 A
summary of our goodwill as of December 31, 2023 and 2022 is shown below:

 SUMMARY
OF GOODWILL

 Balance at January 1, 2023 and 2022

 $
 12,071,376

 $
 21,062,455

 Less: Derecognition upon recording of gain on non-financial asset

 -

 ( 4,880,000
)

 Less: Goodwill impairment due to market capitalization

 ( 6,083,146
)

 ( 4,111,079
)

 Balance at December 31, 2023 and 2022

 $
 5,988,230

 $
 12,071,376

 In
general, the goodwill is tested on an annual impairment date of December 31, unless we observe any further deterioration in our market
capitalization, in which case we may, depending on the materiality of the impairment, record an impairment at the end of other reporting
periods, as we have done during the course of the year ended December 31, 2023.

 Assignment
and Assumption Agreement with Autotelic, Inc.

 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. After the formation of the JV with Dragon, the
costs of development and maintenance are now the responsibility of the JV.

 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, 2023 and December 31, 2022
was $ 1,101,760. For more information on the IPR&D, please refer to our 2022 Annual Report on Form 10-K filed with the SEC on April
14, 2023 or our Amended 2022 Annual Report on Form 10-K/A filed with the SEC on April 19, 2023.

 NOTE
4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

payable and accrued expense consists of the following amounts:

OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 Accounts payable

 $
 1,656,613

 $
 1,735,764

 Accrued expenses

 780,708

 775,100

 Accounts payable and
 accrued liabilities

 $
 2,437,321

 $
 2,510,864

 Accounts payable – related party

 $
 344,099

 $
 332,432

 F- 23

 NOTE
5 – CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT

 As
of December 31, 2023, special purchase agreements (SPAs) with convertible debentures and notes, net of debt discount and including accrued
interest, if any, consist of the following amounts:

OF CONVERTIBLE DEBENTURES AND NOTES, NET OF DISCOUNT

 2023

 2022

 Current Debt

 Convertible debentures

 10% Convertible note payable, due April 23, 2022 – Bridge Investor

 $
 35,556

 $
 35,556

 10% Convertible note payable, due April 23, 2022 – Related Party

 164,444

 164,444

 10% Convertible note payable, due August 6, 2022 – Bridge Investor

 Fall 2019 Notes

 5% Convertible note payable – Stephen Boesch

 128,958

 123,958

 5% Convertible note payable – Related Party

 301,233

 288,733

 5% Convertible note payable – Dr. Sanjay Jha (Through his family trust)

 300,753

 288,253

 5% Convertible note payable – CEO & CFO – Related Parties

 98,559

 94,457

 5% Convertible note payable – Bridge Investors

 201,922

 193,522

 1,031,425

 988,923

 August 2021 Convertible Notes

 5% Convertible note – Autotelic Inc– Related Party

 280,052

 267,553

 5% Convertible note – Bridge investors

 418,399

 399,722

 5% Convertible note – CFO – Related Party

 84,018

 80,266

 782,469

 747,541

 JH Darbie PPM Debt

 16% Convertible Notes – Non-related parties

 311,693

 2,441,471

 16% Convertible Notes – CEO – Related Party

 -

 124,547

 311,693

 2,566,018

 November/December 2021 & March 2022 Notes

 16% Convertible Notes – Accredited Investors

 233,393

 619,345

 Debt for Clinical Trials – Forever Prosperity (
 Formerly GMP)

 2% Convertible Notes – Forever Prosperity

 4,750,000

 4,659,782

 May and June 2022 Note

 16% Convertible Notes – Accredited Investors

 1,401,284

 885,312

 Other Debt

 Short term debt – Bridge investors

 210,000

 245,000

 Short term debt from CFO – Related Party

 35,050

 25,050

 Short term debt – Autotelic Inc. – Related Party

 1,470,000

 120,000

 Short Term Debt from CEO – Related Party

 50,000

 -

 Short
 term debt

 1,765,050

 390,050

 Total of short term convertible debentures & notes and other debt

 $
 10,675,313

 11,256,971

 F- 24

 2023

 2022

 Long
 Term Debt

 JH
 Darbie PPM 2 Debt

 16% Convertible Notes - Non-related
 parties

 1,773,468

 -

 16% Convertible Notes
 – CEO – Related Party

 125,000

 -

 1,898,468

 -

Debentures

 As
of December 31, 2023, the Company had a derivative liability of approximately $ 423,000 and recorded a change in fair value of approximately
$ 225,000 during the year ended December 31, 2023, on the Convertible Debentures issued in 2019 to our CEO and a bridge investor.

 Bridge
Financing

 Notes
with Officer and Bridge Investor

 In
April 2019, the Company entered into a Securities Purchase Agreement (the " Bridge SPA ") with our CEO (the " Trieu
Note ") and a Bridge Investor with a commitment to purchase convertible notes in the aggregate of $ 400,000.
For more information on the Bridge SPA, refer to our 2022 Annual Report on Form 10-K/A filed with the SEC on April 19, 2023.

 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 OID and the discount totaled $ 0 and approximately $ 19,500 for the years ended December 31, 2023, and
2022, respectively. Total unamortized discount on this note was approximately $ 0 as of December 31, 2023, and 2022, respectively.

 In
April 2019, pursuant to the Bridge SPA the Company entered into Convertible Note Tranche #1 (" Tranche #1 ") with the
Bridge Investor. For more information on Tranche #1, refer to our Annual Report on Form 10-K/A filed with the SEC on April 19, 2023.

 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 $ 0 and approximately $ 4,400 for the years ended December 31, 2023, and 2022, respectively. Total unamortized discount
on this note was approximately $ 0 as of December 31, 2023, and 2022.

 In
August 2019, pursuant to the Bridge SPA the Company entered into Convertible Note Tranche #2 (" Tranche #2 ") with the
Bridge Investor. For more information on Tranche #2, refer to our Annual Report on Form 10-K/A filed with the SEC on April 19, 2023.

 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 $ 0 and approximately $ 11,700 for the years ended December 31, 2023, and 2022, respectively. Total unamortized discount
on this note was $ 0 as of December 31, 2023, and 2022.

 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 then 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 convertible debt under the Fall 2019 Notes. The Company also issued the Fall 2019 Notes of $ 168,000
to two accredited investors.

 F- 25

 There
was no activity during the year ended December 31, 2023 and 2022.The total unamortized principal amount of the Fall 2019 Notes was $ 850,000
as of December 31, 2023, and 2022.

 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) June 30, 2023, or (b) the occurrence of an event of default (either, the " Maturity
Date "). A majority of the Fall 2019 Notes have 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 December 31, 2024.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 Company recorded interest expense of approximately $ 42,500 on these Fall 2019 Notes for the years ended December 31, 2023, and 2022.
The total amount outstanding under the Fall 2019 Notes, net of discounts and including accrued interest thereon, as of December 31, 2023,
and 2022 was $ 1,031,425 and $ 988,923, respectively

 Forever
Prosperity (Formerly 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 December 31, 2024. 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, 2023, 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 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 December 31,
2024. GMP does not have the option to convert prior to the GMP Note 2's maturity at the end of one year. Such financing was to
be utilized solely to fund the clinical trial. GMP was invoiced by the
clinical research organization for $ 1.5 million. To this date, GMP has paid the clinical trial organization $ 1.0 million.

 F- 26

 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. 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 December 31, 2024.

 In
January 2022, the Company entered into an Unsecured Convertible Note Purchase Agreement (the " January Purchase Agreement ")
with GMP, pursuant to which the Company issued a convertible promissory note in the aggregate principal amount of $ 0.5 million (the " January
2022 Note "), which January 2022 Note is convertible into shares of the Company's Common Stock. GMP agreed to extend the
date of maturity of the January 2022 Note to December 31, 2024.

 Cumulatively,
the GMP Note, GMP Note 2, October 2021 Note and the January 2022 Notes are referred to as the " GMP Notes". The GMP
Notes carry an interest rate of 2 % per annum and mature 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). All Notes contain a voluntary
conversion mechanism whereby GMP may convert the outstanding principal and accrued interest under the terms of all the GMP Notes 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 Notes 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 Notes, 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. (Will need to add information on
the assignment of the GMP Notes to Forever Prosperity, a company affiliated to Dragon, as they will be funding the JV operations. This
is to consolidate everything to one entity).

 The
total principal outstanding on all the GMP notes, inclusive of accrued interest, was approximately $ 4.75 million and $ 4.66 million as
of December 31, 2023, and 2022, respectively.

the years ended December 31, 2023 and 2022, the Company incurred approximately $ 90,000 of interest expense.

 August
2021 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 approximately $ 691,000. 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 August 2021 Note Holders has
waived the default in the maturity of the August 2021 Notes and as such there is no event of default and also agreed to extend the date
of maturity of the August 2021 Notes to December 31, 2024. 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.

 F- 27

 As
of December 31, 2023, and December 31, 2022, the August 2021 convertible notes, inclusive of accrued interest, consist of the following
amounts:

OF CONVERTIBLE NOTES, NET OF DISCOUNT

 2023

 2022

 Autotelic Related party convertible
 note, 5% coupon December 2023

 $
 280,052

 $
 267,553

 CFO Related party convertible note, 5% coupon
 December 2023

 84,018

 80,266

 Accredited investors
 convertible note, 5% coupon December 2023

 418,399

 399,722

 Convertible notes

 $
 782,469

 $
 747,541

the years ended December 31, 2023 and 2022 the Company recognized approximately $ 35,000 of interest expense on the August 2021 Investors
notes of which approximately $ 16,000 are attributable to related parties.

 At
December 31, 2023, and 2022, accrued interests on these convertible notes totaled approximately $ 84,000 and $ 49,000, respectively.

 The
outstanding balance on the note for the year ended December 31, 2023 was $ 782,469 including related party balance of $ 364,070. The outstanding
balance on the note for the year ended December 31, 2022 was $ 747,541 including related party balance of $ 347,819.

 November
/ December 2021 and March 2022 Financing

 In
November / 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 Stock at a strike price of $ 0.13 up to five years after issuance. The Placement agent was also granted a total
of 961,540 warrants convertible into an equivalent number of the Company Common Stock at a strike price of $ 0.13 up to five years after
issuance, as part of a finder's fee agreement.

in March 2022, the Company entered into a Securities Purchase Agreement with Fourth Man, pursuant to which the Company issued convertible
promissory note in the aggregate principal amount of $ 0.25 million, 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. As of December 31, 2022, this note is in Investors have 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 $ 0.10. The Company granted a total number of 1,250,000 warrants convertible into an equivalent number of the Company common shares
at a strike price of $ 0.20 up to five years after issuance. The Placement agent was also granted a total of 125,000 warrants convertible
into an equivalent number of the Company Common Stock at a strike price of $ 0.20 up to five years after issuance, as part of a finder's
fee agreement.

the year ended December 31, 2023, the Company converted the balance of approximately $ 243,000 of Blue Lake convertible note, inclusive
of accrued interest, into 3,466,583 shares of the Company's Common Stock, which fully retired the convertible note as of December
31, 2023. Further, during the year ended December 31, 2023, the Company fully converted the balance of Fourth Man convertible note of
approximately $ 127,000 into 1,820,395 shares of the Company's common stock, which fully retired the convertible note as of December
31, 2023.

 F- 28

the year ended December 31, 2022, the Company converted the Mast Hill convertible note into 4,025,000 shares of the Company's Common
Stock, which fully retired the convertible note during the second fiscal quarter of 2022. Such conversion resulted in a loss from debt
conversion of approximately $ 0.1 million, which was recorded in other expense in the Company's consolidated statements of operations.

the year ended December 31, 2022, the Company repaid the Talos Victory and First Fire convertible notes with the proceeds from the May
2022 Mast Hill convertible note.

the year ended December 31, 2022, the Company converted $ 68,250 of Blue Lake note and $ 30,000 of accrued interest into 1,428,571 shares
of Common Stock and converted $ 190,000 of Fourth Man note into 2,764,286 shares of common stock.

 As
of December 31, 2023, and December 31, 2022, convertible notes under the November-December 2021 Financing, net of debt discount, consist
of the following amounts:

 Blue Lake Partners LLC Convertible note, 12% coupon, December 2021, inclusive of accrued interest

 -

 227,187

 Fourth Man LLC Convertible note, 12% coupon December 2021, inclusive of accrued interest

 -

 112,500

 Convertible notes, net of discounts

 $
 -

 339,687

 The
Company recognized approximately $ 18,000 and $ 140,000 of interest during the years ended December 31, 2023 and 2022, respectively.

 Accrued
interest was approximately $ 0 and $ 30,000 as of December 31, 2023, and 2022, respectively.

 The
Company recognized approximately $ 0 and $ 0.9 million 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
years ended December 31, 2023 and 2022, respectively.

 The
Company recorded an initial debt discount of approximately $ 0.4 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 and $ 0.5 million for the year ended December 31, 2023, and 2022, which
was included in interest expense in the consolidated statements of operations.

 The
note included a default amount of $ 68,000 calculated at 125 % of the unpaid principal and accrued interest as the Company failed to repay
the two notes at maturity date, which is included in the consolidated balance sheets as of December 31, 2023 and December 31, 2022. Such
default amount, along with the accrued interest, was included in the
conversion of the note during the year ended December 31, 2023. The balance of the default feature was $ 0 at December 31, 2023.

 F- 29

 As
of December 31, 2023, and December 31, 2022, the Fourth Man convertible note, net of debt discount, consist of the following amounts:

 Fourth Man Convertible note, 16% coupon March 2023 inclusive of accrued interest and default provision

 $
 233,393

 $
 340,959

 Unamortized debt discount

 -

 ( 61,301
)

 Convertible notes, net

 $
 233,393

 279,658

 The
March 2022 Fourth Man Financing principal balance was approximately $ 162,000 and $ 250,000 as of December 31, 2023, and December 31, 2022,
respectively.

the year ended December 31, 2023, the Company converted $ 88,000 in principal and $ 52,000 in accrued interest into 2,050,000 shares of
common stock. The note includes a default amount calculated at 125 % of the unpaid principal and accrued interest. As the Company failed
to repay the note at the original maturity date, the Company accrued an additional $ 70,000 resulting from this default feature.

 As
of December 31, 2023, the balance includes the remaining principal of $ 162,000 and $ 70,000 of accrued default penalty pursuant to the
terms of the underlying agreement.

.
The Company incurred approximately $ 25,000 and $ 23,000 of interest expense during the years ended December 31, 2023 and 2022, respectively.

 The
Company recognized approximately $ 35,000 and $ 188,000 of interest expense attributable to the amortization of the debt discount from
the original deferred financing costs, fair value allocated to the warrants and the beneficial conversion feature (prior to the adoption
of ASU 2020-06) during the years ended December 31, 2023 and 2022, respectively.

 As
of December 31, 2023, and December 31, 2022, the balance of the unamortized debt discount was $ 0 and $ 61,301, respectively. The Company
adopted ASU 2020-06 on January 1, 2023, which resulted in the reversal of the original BCF amount to additional paid in capital for $ 109,349,
reversal of the unamortized debt discount related to the BCF for $ 25,489 with the balance being recorded through retained earnings for
$ 78,460.

 As
of December 31, 2023, the Fourth Man note was in technical default as the Company failed to repay the principal at the maturity date.
However, the Company has not received notification of default from the lender. The default provision requires the accrual of a default
penalty of 25 % of the outstanding principal plus accrued interest. The Company has recorded an estimated default penalty of approximately
$ 70,000.

 May
2022 Mast Financing

 In
May 2022, the Company entered into a securities purchase agreement with one institutional investor, whereby the Company issued one convertible
note in the aggregate principal amount of $ 605,000 convertible into shares of common stock of the Company ("May 2022 Mast Note").
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. Investor 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 $ 0.10. The Company
granted a total number of 3,025,000 warrants convertible into an equivalent number of Company common shares at a strike price of $ 0.20
up to five years after issuance. The Placement agent was also granted a total of 302,500 warrants convertible into an equivalent number
of the Company Common Stock at a strike price of $ 0.20 up to five years after issuance, as part of a finder's fee agreement. A
portion of the proceeds were used to retire some of the November/December
2021 notes. The extinguishment of existing notes resulted in the recognition of approximately $ 258,100 in loss on extinguishment of debt
in the consolidated statement of operations in the year ended December 31, 2022.

 F- 30

 As
of December 31, 2023, and December 31, 2022, convertible note under the May 2022 Mast Financing, net of debt discount, consist of the
following amounts:

 31, 2023

 Mast Hill
 Convertible note, 16% coupon May 2023, inclusive of accrued interest and penalty

 $
 905,484

 $
 847,000

 Convertible notes, gross

 $
 905,484

 $
 847,000

 Less Debt discount recorded

 ( 605,000
)

 ( 605,000
)

 Amortization debt discount,
 net or reversal of original and unamortized BCF

 605,000

 333,119

 Convertible notes, net

 $
 905,484

 $
 575,119

 The
Mast Hill Note of $ 905,484 as of December 31, 2023 includes $ 605,000 of principal, $ 169,400 in default penalty, and approximately $ 131,080
in accrued interest.

 Accrued
interest was approximately $ 131,000 and $ 72,600 as of December 31, 2023 and, 2022, respectively, which is the guaranteed twelve-month
coupon and earned in full at issuance date and additional coupon at the default rate since the May 2022 Mast financing is past maturity
and in technical default as of December 31, 2023. The Company recognized approximately $ 146,000 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 during
the year ended December 31, 2023.

 The
Company recognized approximately $ 500,000 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, beneficial conversion feature and the guaranteed twelve-month
coupon, during the year ended December 31, 2022.

 Effective
January 1, 2023, the Company adopted ASU 2020-06, which resulted in the reversal of the original BCF amount to additional paid in capital
for approximately $ 0.2 million, a reversal of the unamortized debt discount related to the BCF for approximately $ 0.1 million, with the
balance of approximately $ 0.1 million being recorded through retained earnings.

 June
2022 Blue Lake Financing

 In
June 2022, the Company entered into a securities purchase agreement with one institutional investor, whereby the Company issued one convertible
note in the aggregate principal amount of $ 335,000 convertible into shares of common stock of the Company ("June 2022 Blue Lake
Note"). 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. The investor 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 $ 0.10. The Company granted a total number of 837,500 warrants convertible into an equivalent number of the Company common shares at
a strike price of $ 0.20 up to five years after issuance. The Placement agent was also granted a total of 83,750 warrants convertible
into an equivalent number of the Company Common Stock at a strike price of $ 0.20 up to five years after issuance, as part of a finder's
fee agreement. A portion of the proceeds were used to retire some of the November/December 2021 notes.

 F- 31

 As
of December 31, 2023 and 2022, convertible note under the June 2022 Blue Lake Financing, net of debt discount, consist of the following
amounts:

 Blue Lake Convertible note, 12% coupon June 2023, inclusive of accrued interest

 $
 495,800

 $
 469,000

 Convertible notes, gross

 $
 495,800

 $
 469,000

 Less Debt discount recorded

 ( 332,748
)

 ( 332,748
)

 Amortization debt discount, net or reversal of original and unamortized BCF

 332,748

 173,941

 Convertible notes, net

 $
 495,800

 $
 310,193

 The
Company recognized approximately $ 88,400 and $ 270,000 of interest expense attributable to interest, 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 years ended December 31, 2023 and 2022, respectively, including the guaranteed twelve-month coupon and earned in full at issuance
date. This expense included accrued interest of approximately $ 161,000 and $ 134,000 as of December 31, 2023 and 2022, respectively.

 The
Company recognized approximately $ 40,200 of interest expense related to the guaranteed coupon for the years ended December 31, 2023 and
2022, respectively.

 The
Company adopted ASU 2020-06 effective January 1, 2023, which resulted in the reversal of the original BCF amount to additional paid in
capital of approximately $ 0.2 million, reversal of the unamortized debt discount of approximately $ 0.1 million related to the BCF and
the balance of $ 0.1 million being recorded through retained earnings.

 As
of December 31, 2023, these notes are in default. However, the Company has not received notification of default from the lender. The
Company has recorded an estimated default penalty of approximately $ 94,000.

 Other
short-term advances

 As
of December 31, 2023, other short-term advances consist of the following amounts obtained from various employees and related parties:

OF SHORT-TERM LOANS

 Other Advances

 31, 2023

 Short term advance from CFO –
 Related Party

 $
 35,050

 $
 25,050

 Short term advance from CEO – Related
 Party

 50,000

 -

 Short term advances – bridge investors
 & others

 210,000

 245,000

 Short term advances
 – Autotelic Inc. – Related Party

 1,470,000

 120,000

 Short term advance

 $
 1,765,050

 $
 390,050

 The
Company's CFO was owed approximately $ 25,000 at December 31, 2022. During the year ended December 31, 2023, the company's
CFO provided additional short-term advance of $ 10,000. As such, approximately $ 35,000
was outstanding from the Company's CFO at December 31, 2023.

the year ended December 31, 2021, the Company received approximately $ 630,000 primarily from two bridge investors, of which $ 373,500
was converted into the August 2021 Notes, and $ 20,000 was repaid. During the year ended December 31, 2023, an additional $ 35,000 was
repaid to one of the bridge investors. As such, approximately $ 210,000 was outstanding as short-term advances from bridge investors as
of December 31, 2023.

 In December 2023, the Company received $ 50,000 from
the company's CEO. As such, $ 50,000 was outstanding to the Company's CEO at December 31, 2023.

 In
May 2021, Autotelic provided an additional short-term funding of approximately $ 0.3
million to the Company, which was converted into the August 2021 Notes. Autotelic provided an additional $ 0.1
million short term loan to the Company during the year ended December 31, 2022. During the year ended December 31, 2023, Autotelic
provided $ 1.4
million in various short-term loans to the Company. As such, approximately $ 1.5
million was outstanding and payable to Autotelic at December 31, 2023.

 F- 32

 NOTE
6 - JOINT VENTURE WITH GMP BIO AND AFFILIATES, EQUITY METHOD INVESTMENT

 On
March 31, 2022, the Company entered into (i) a joint venture (the " JV ") agreement with Dragon and GMP Bio, both affiliates
of GMP, (and the Company, Dragon and GMP Bio are collectively called the " Parties ") (the " JVA "),
(ii) a license agreement for rights to OT-101 (the " US License Agreement ") for the territory within the United States
of America (the " US ") with Sapu Holdings, LLC, a subsidiary of GMP Bio and (iii) a license agreement for rights to
OT-101 for the rest of the world with GMP Bio (the " Ex-US Rights Agreement ", and the US License Agreement and the
Ex-US License Agreement are collectively called the " Agreements "). For more information on the JV, JVA, and Agreements,
refer to our 2022 Annual Report on Form 10-K/A filed with the SEC on April 19, 2023.

 As
of the effective date of the formation of the JV, the combined enterprise value of GMP Bio was approximately $ 50.4
million, comprising of the fair value of the Company's investment in GMP Bio of approximately $ 22.7
million and the total original capital contributions by Dragon Overseas of approximately $ 27.7
million. As of December 31, 2023, the JV had approximately $ 23
million in assets, not including GMP Bio's capital subscriptions of approximately $ 18
million; recorded approximately $ 2.6
million in liabilities and incurred approximately $ 4.8 million and approximately $ 4.1 million in operational expenses for the years
ended December 31, 2023 and 2022, respectively. While GMP's fiscal year commences on April 1 and ends on March 31, the Company
has reported the operational expenses for the same fiscal period as the Company. The Company elected the fair value option under
subsection of Section 825-10-15 to account for its equity-method investment as the Company believes that it the most appropriate
method to properly value the Company and record a change in value when and upon conducting a fair value assessment. GMP Bio
conducted a fair value valuation study of the entity. Based on the results of the valuation study and the 45 % ownership of the Company in GMP Bio, the Company reported a change in
fair value of the Company. As such, the Company reported a change in fair value of the
investment in GMP Bio of approximately $ 13,000 as of December 31, 2023. As of December 31, 2022, the Company did not believe the fair value of the JV
has changed during the year ended December 31, 2022 and hence had not recorded a change in fair value.

 A summary of the change in fair
value of our investment in GMP Bio, as of December 31, 2023 and 2022 is shown below:

 SCHEDULE OF CHANGE IN FAIR
VALUE OF OUR INVESTMENT

 31, 2023

 at January 1, 2023 and 2022

 $

 $

 Add:
 change in fair value of investment in GMP Bio

 -

 at December 31, 2023 and 2022

 $

 $

 For
information on the various notes from GMP, refer to Note 5 – GMP Notes of the Notes to the Consolidated Financial Statements
above.

 NOTE
7 - PRIVATE PLACEMENT (PPM-1) AND JH DARBIE FINANCING

the period from 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. Either the Edgepoint or the Company's warrants would be exercised.

 In
July and October 2023, The Company converted the debt of fourty two (42) accredited investors from the JH Darbie Financing (now referred
to as " PPM-1 ") into the new subscription agreements under the new financing (" PPM-2 "- See Note
8 below), which resulted in conversion of $ 2.05 million of old debt into new debt to the Company.

 As
of December 31, 2023, and 2022, funds received under the JH Darbie Financing, net of debt discounts, consist of the following amounts:

OF FUNDS RECEIVED UNDER THE SUBSCRIPTION AGREEMENT

 31,
 2023

 31,
 2022

 promissory notes

 Subscription agreements - accredited
 investors

 $
 311,693

 $
 2,441,471

 Subscription agreements
 – related party

 -

 124,547

 Total convertible promissory
 notes

 $
 311,693

 $
 2,566,018

 F- 33

 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. As of the date of this
Report, the PPM notes are in default.

 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, 2023.

 Coupon:
 16 %.

 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.

 For
more information on the private placement, refer to our 2022 Annual Report on Form 10-K/A filed with the SEC on April 19, 2023.

 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. Upon the amendment of the terms of the convertible notes under the private placement memorandum. As incentive
to extend the maturity date, approximately 33 million warrants were issued to the Unit Holders who participated in the amendment, the
Company repaid the 1-unit holder who did not participate in the amendment shortly after March 31, 2022. Further, during the year ended
December 31, 2023, the Company repaid two of the unit holders, who held 5 units and opted not to participate in the new JH Darbie financing.
While the Company had been in default under the PPM-1 since April 2023, as of the date of this Annual Report, with the conversion of
the rest of the Note Holders under the PPM-1, the event of default has been addressed.

 The
Company recognized amortization expense related to the debt discount and debt issuance costs of approximately $ 8,400 and $ 91,000 for
the years ended December 31, 2023 and 2022, respectively, which is included in interest expense in the statements of operations.

 NOTE
8 – PRIVATE PLACEMENT -2 (PPM-2) AND JH DARBIE FUNDING

 In
July and October 2023, the Company entered into a series of subscription agreements with certain accredited investors (the "financing")
whereby the Company issued and converted a total of 82 Units, with each Unit consisting of:

 One
 16 % convertible unsecured promissory note (the "Note") of $ 25,000, convertible
 into up to 250,000 shares
 of the Company's common stock (par value of $ 0.01) based on a conversion price of $ 0.10
 per share.

 250,000
 warrants to purchase an equivalent number of shares of the Company's common stock at
 a strike price of $ 0.12 per
 share ("Oncotelic warrant").

 The
Company converted the debt of fifteen (15) accredited investors from the previous PPM (" PPM -1 "- See Note 7 above)
into the current subscription agreements under the PPM-2, which resulted in conversion of $ 1.0 million of old debt into new debt to the
Company; and the Company did not receive any cash proceeds through the July and October 2023 conversions. JH Darbie and the Company are
parties to a March 2023 placement agent agreement ("Agreement")
pursuant to which DH Darbie had the right to sell a minimum of 10 Units and a maximum of 200 Units on a best-efforts basis. Initial placement
agent fees of $ 25,000 were paid to JH Darbie. Subsequently, the Company paid JH Darbie an advance of $75,000 for processing the first
tranche of the Financing and the balance of their fees of $75,000 in July 2023, when the Financing for both Tranche 1 and Tranche 2 was
closed. The issuance of the Units in July 2023 represented the two tranches of the Financing ("Tranche 1 and 2"). Based on
the placement agent agreement, JH Darbie was entitled to a non-refundable $25,000 fee to start the due diligence process and 2% due diligence
fees and 13% commissions on all subsequent conversions or new funding. In addition, the Company is to provide warrant coverage equal
to 13% of all of the units sold to JH Darbie. As the Company converted an aggregate of 82 units, JH Darbie was entitled to earn a total
of 1,300,000 warrants. Further, in October 2023, the Company entered into a series of subscription agreements with 27 accredited investors
which resulted in a conversion of a gross amount of $1.05 million, consisting of 42 notes, under the prior JH Darbie Financing into new
debt to the Company. This conversion constituted to be Tranche 3 of the July 2023 PPM and the terms and conditions of such conversion
are the same as that of the first 2 Tranches. A total of 5 unit holders under the PPM-1 opted not to participate in the PPM-2.

 F- 34

 In
connection with the consummation of Tranche 1, 2 and 3 of the July 2023 PPM, the Company entered into a Registration Rights Agreement
granting certain registration rights with respect to the shares of the Company's Common Stock issued in connection with the financing,
as well as the shares of the Company's Common Stock issuable upon exercise of the Warrants. The issuance of the Units is exempt
from the registration requirements of the Securities Act of 1933, as amended ("Securities Act"), 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. The shares of common
stock and warrants and any shares of common stock issuable upon exercise of the warrants, have not been registered under the Securities
Act or any other applicable securities laws, and unless so registered, may not be offered or sold in the United States except pursuant
to an exemption from the registration requirements of the Securities Act.

 As
of December 31, 2023, and December 31, 2022, debt recorded under PPM-2, net of debt discounts and including accrued interest, consist
of the following amounts:

OF FUNDS RECEIVED UNDER THE SUBSCRIPTION AGREEMENT

 31,
 2023

 31,
 2022

 promissory notes

 Subscription
 agreements - accredited investors

 $
 1,898,468

 $
 -

 Total convertible promissory,
 net of discounts

 $
 1,898,468

 $
 -

 The
Company incurred approximately $ 0.3 million of issuance costs under the PPM-2 and are incremental costs directly related to the issuance
of the various instruments bundled in the offering. Concurrently with the PPM- 2, JH Darbie was granted a total of 2,665,000 stock warrants,
exercisable over a two-year period.

 The
terms of convertible notes are summarized as follows:

 Term:
 through December 31, 2025

 Coupon:
 16 %

 at the option of the holder at any time into the Company's common stock

 Conversion
 price is set at $ 0.10 per share subject to standard anti-dilution provision.

 F- 35

 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 substantially different and, accounted for the transaction as a debt extinguishment.
The transaction resulted in a loss from debt extinguishment of approximately $ 95,000, which is presented in other expense in the consolidated
statements of operations for the year ended December 31, 2023. The estimated volume weighted grant date fair value of approximately
$ 0.008 per share associated with the warrants to purchase up to 11,300,000 shares of common stock issued in this offering, or a total
of approximately $ 95,000, was recorded to additional paid-in capital. All warrants sold in this offering have an exercise price of $ 0.12
per share of the Company stock, subject to adjustment, are exercisable immediately and expire two 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:

OF FAIR VALUE WARRANTS

 Expected Term

 years

 Expected volatility

 145.1 %- 157.5
 %

 Risk-free interest rates

 4.94 %- 5.02
 %

 Dividend

 0.00
 %

 The
Company recorded an initial debt discount of approximately $ 284,000 during the year ended December 31, 2023. The Company recognized amortization
expense related to the debt discount and debt issuance costs of approximately $ 50,000 for the year ended December 31, 2023, which is
included in interest expense in the statements of operations. No similar debt discounts, debt issuance costs or amortizations were recorded
during the same periods of 2022.

the year ended December 31, 2023, the Company incurred approximately $ 122,000 of interest expense related to the convertible notes. No
similar interest expense was recorded during the same periods of 2022.

 The
Company converted the remaining 12 unit holders under the PPM-1 into the PPM-2 in January 2024. The
terms and conditions of the conversions are the same as the July and October 2023 conversions.

 NOTE
9 - 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 approximately $ 12,000 and $ 60,000 for the years ended December 31, 2023 and 2022, respectively. The Company owed Autotelic,
Inc. approximately $ 0.3 million at December 31, 2023 and December 31, 2022 respectively.

Agreement with Autotelic Inc.

 In
September 2021, the Company entered into an exclusive License Agreement with Autotelic. For more information on the exclusive license
Agreement with Autotelic, refer to our 2021 Annual Report on Form 10-K filed with SEC on April 15, 2022.

 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. 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, 2023, Dr. Trieu provided additional short-term funding of $ 50,000
 to the Company. 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.

 F- 36

 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 $ 120,000 short-term loan to the Company during the year ended December 31, 2022. During the year ended
December 31, 2023, Autotelic has provided $ 1.4 million in short term advances to the Company. As such, approximately $ 1.5 million was
outstanding and payable to Autotelic at December 31, 2023.

 Artius
Consulting Agreement

 On
March 9, 2020, the Company and Artius Bioconsulting, LLC (" Artius "), for which Mr. King is the Managing Member, entered
into an amendment to the Consulting Agreement dated December 1, 2018, 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 " Effective Date ")
(the " Artius Agreement "). For more information on this Agreement, refer to our 2021 Annual Report on Form 10-K filed
with the SEC on April 15, 2022.

 No
expense was recorded during the year ended December 31, 2023, or 2022, respectively, related to this Agreement.

 Maida
Consulting Agreement

 Effective
May 5, 2020, the Company and Dr. Maida 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. For more information on this Agreement, refer to our 2021 Annual
Report on Form 10-K filed with the SEC on April 15, 2022.

 The
Company recorded an expense of $ 0 and $ 75,000 during the years ended December 31, 2023 and 2022, respectively, related to this Agreement.
Effective April 1, 2022, Dr Maida's compensation is being borne by the JVA with GMP Bio.

 NOTE
10 - 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 "). For further information on EPL, refer
to our 2021 Annual Report on Form 10-K filed with the SEC on April 15, 2022.

 The
Company filed a post-effective amendment Registration Statement on Form S-1 with the Commission on April 26, 2022, and the Form S-1 was
declared effective on May 6, 2022. The Company filed the prospectus in this connection on May 11, 2022.

year ended December 31, 2023, the Company did not sell any shares of Common Stock under the EPL, as compared to the Company having sold
a total of 1.3 million shares of Common Stock to Peak One, at prices ranging from $ 0.09 and $ 0.25, for total gross proceeds of approximately
$ 0.2 million, net of issuance costs, during the year ended December 31, 2022.

 NOTE
11 – STOCKHOLDERS' EQUITY

 The
following transactions affected the Company's Stockholders' Equity:

 Issuance
of Common Stock during the year ended December 31, 2023

 In
February 2023, Fourth Man partially converted $ 71,750 of their debt. In connection with the partial Note conversion, the Company issued
 1,025,000 shares of Common Stock to Fourth Man.

 In
June 2023, Blue Lake converted the full remainder of their $ 181,750 debt, accrued interest and penalty. In connection with this Note
conversion, the Company issued 3,466,853 shares of Common Stock to Blue Lake.

 F- 37

 In
May and June 2023, Fourth Man converted $ 50,000 in principal and $ 30,000 in accrued interest into 1,192,857 shares of Common Stock.

 In
July 2023, Fourth Man converted approximately $ 43,000 balance in principal and accrued interest into 627,538 shares of Common Stock.

 In
October 2023, Fourth Man converted approximately $ 72,000 in principal, accrued interest and legal fees into 1,025,000 shares of Common
Stock.

 Issuance
of Common Stock during the year ended December 31, 2022

 In
January 2022, three of the five investors from the November/December 2021 financing made a cashless exercise for their warrants. In connection
with this exercise, the Company issued 3,041,958 shares of Common Stock in exchange of approximately 5,769,231 million warrants.

 In
March 2022, the Company sold 300,000 shares of its Common Stock to Peak One under the EPL for net proceeds of approximately $ 52 thousand.

 In
May 2022, Blue Lake made a cashless exercise for their warrants. In connection with this exercise, the Company issued 1,403,326 shares
of Common Stock in exchange of 1,923,077 warrants.

 In
June 2022, the Company sold 300,000 shares of its Common Stock to Peak One under the EPL for net proceeds of approximately $ 47 thousand.

 In
June 2022, Mast Hill converted their debt of approximately $ 0.28 million. In connection with the Note conversion, the Company issued
 4,025,000 shares of Common Stock to Mast Hill.

 In
June 2022, Company issued 500,000 shares of Common Stock to First Fire under partial repayment of convertible debt of $ 35,000.

 In
June 2022, First Fire made a cashless exercise for their warrants. In connection with this exercise, the Company issued 1,183,400 shares
of Common Stock in exchange for 1,923,077 warrants.

 In
July 2022, the Company sold 400,000 shares of its Common Stock to Peak One under the EPL for net proceeds of approximately $ 38 thousand.

 In
August 2022, the Company sold 300,000 shares of its Common Stock to Peak One under the EPL for net proceeds of approximately $ 23 thousand.

 In
August 2022, Fourth Man converted $ 0.14 million of their debt of approximately $ 0.28 million. In connection with the Note conversion,
the Company issued 2,025,000 shares of Common Stock to Fourth Man.

 In
September 2022, Blue Lake converted $ 0.1 million of their debt of approximately $ 0.1 million. In connection with the Note conversion,
the Company issued 1,428,571 shares of Common Stock to Blue Lake.

 In
December 2022, Fourth Man converted $ 0.05 million of their debt of approximately $ 0.1 million. In connection with the Note conversion,
the Company issued 1,428,571 shares of Common Stock to Fourth Man.

 For
further information on Common Stock issuance, refer to our 2021 Annual Report on Form 10-K filed with the SEC on April 15, 2022.

 F- 38

 NOTE
12 – 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.

 As
of December 31, 2023, the Company had options to purchase Common Stock that 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 27,250,000 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.

based stock option activity for qualified and unqualified stock options are summarized as follows:

OF COMPENSATION BASED STOCK OPTION ACTIVITY

 Weighted

 For the year ended December 31, 2023

 Price

 Outstanding at January 1, 2023

 25,690,261

 $
 0.23

 Expired or cancelled

 ( 1,512,500
)

 0.46

 Outstanding at December 31, 2023

 24,177,761

 0.21

 Options exercisable at December 31, 2023

 13,985,261

 For the year ended December 31, 2022

 Weighted

Exercise Price

 Outstanding at January 1, 2022

 16,592,620

 $
 0.30

 Expired or cancelled

 ( 2,359
)

 11.88

 Granted and vested during the year*

 9,100,000

 0.10

 Outstanding at December 31, 2022

 25,690,261

 $
 0.23

 Options exercisable at December 31, 2022

 15,497,761

 *

 Includes 7,280,000 options that have been
 considered as vested, pending approval by the Board of Directors of the Company.

 The
following table summarizes information about options to purchase shares of the Company's Common Stock outstanding and exercisable
at December 31, 2023:

OF OPTIONS TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING AND EXERCISABLE

 prices

 Outstanding

 Options

 Remaining
 Life
 In
 Years

 Price

 Exercisable

 $
 0.1
 to $ 0.15

 16,250,000

 8.2

 $
 0.11

 6,057,500

 0.16
 to $ 0.21

 5,502,761

 7.5

 0.16

 5,502,761

 0.22
 to $ 0.37

 1,550,000

 3.9

 0.27

 1,550,000

 0.38
 to $ 0.72

 500,000

 2.2

 0.72

 500,000

 0.73
 to $ 15.0

 375,000

 4.14

 375,000

 24,177,761

 7.5

 $
 0.21

 13,985,261

 F- 39

 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.

 As
of December 31, 2023, there was no unamortized stock compensation cost related to the stock options granted during the year ended December
31, 2022. Of the approximately 10 million unvested stock options, the vesting criteria for 7.3 million options is still being evaluated
as on the date of this Report, as those options are subject to individual milestone achievements. For more information on the stock options,
refer to our 2022 Annual Report on Form 10-K/A filed with the SEC on April 19, 2023.

 The
Company amortized $ 0 stock compensation expense during the year ended December 31, 2023 on the 2021 and 2022 grants. The Company recorded
$ 0.9 million of similar expense during the same period of 2022.

 The
Company has issued warrants in connection with the various financings conducted by the Company. For more information on the warrant issuances,
refer to our 2022 Annual Report on Form 10-K/A filed with the SEC on April 19, 2023.

 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, 2023 and 2022, respectively are summarized as follows:

OF WARRANTS ACTIVITY

 For
 the year ended December 31, 2023

 Price

 Outstanding at January 1, 2023

 81,072,855

 $
 0.18

 Issued during the year ended December 31, 2023

 23,165,000

 0.12

 Exercised / cancelled
 during the year ended December 31, 2023

 ( 42,737,500
)

 0.20

 Outstanding at December 31, 2023

 61,500,355

 $
 0.15

 For
 the year ended December 31, 2022

 Price

 Outstanding at January 1, 2022

 53,314,424

 $
 0.20

 Issued during the year ended December 31, 2022

 38,623,816

 0.15 - 0.20

 Exercised / cancelled
 during the year ended December 31, 2022

 ( 10,865,385
)

 0.13

 Outstanding at December 31, 2022

 81,072,855

 $
 0.18

 The
following table summarizes information about warrants outstanding and exercisable at December 31, 2023:

OF WARRANTS OUTSTANDING AND EXERCISABLE

 Outstanding
 and exercisable

 Price

 Outstanding

 Remaining
 Life
 in
 Years

 Price

 Exercisable

 $
 0.13

 961,539

 2.90

 0.13

 961,539

 0.15

 33,000,066

 0.25

 0.15

 33,000,066

 0.20

 4,373,750

 3.24 - 3.48

 0.20

 4,373,750

 0.20

 11,300,000

 1.52

 0.12

 11,300,000

 0.20

 11,865,000

 1.82

 0.12

 11,865,000

 61,500,355

 1.12

 $
 0.15

 61,500,355

 F- 40

 NOTE
13 – INCOME TAXES

 Significant
components of the Company's deferred tax assets and liabilities for federal and state income taxes as of December 31, 2023 and
2022 are as follows in thousands:

OF COMPONENTS OF NET DEFERRED TAX ASSETS AND LIABILITIES

 2023

 2022

 Deferred tax assets:

 Stock-based compensation

 $
 1,438

 $
 2,575

 Assets

 1,304

 2,752

 Liability accruals

 R&D Credit

 1,372

 1,372

 Capital Loss

 Deferred state tax

 ( 2,065

)

 ( 2,146
)

 Net operating loss carry
 forward

 10,489

 53,456

 Total gross deferred tax assets

 13,390

 58,860

 Less - valuation allowance

 ( 13,390

)

 ( 58,860
)

 Net deferred tax assets

 $
 -

 $
 -

 The
Company had gross deferred tax assets, which primarily relate to net operating loss carryforwards. As of December 31, 2023, the Company
had gross federal and state net operating loss carryforwards, 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 less likely than not. For information on our deferred tax assets and liabilities, refer to our 2022 Annual Report
on Form 10-K filed with the SEC on April 14, 203 or 2022 Annual Report on Form 10-K/A filed with the SEC on April 19, 2023.

 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. as a result 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
14 – 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.

 PointR
Merger Consideration

 The
total purchase price in the PointR Merger of $ 17,831,427 represented the consideration transferred from the Company 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 included $ 2,625,000 of contingent consideration of shares issuable to PointR shareholders, which could
increase to $ 15 million of contingent consideration, upon achievement
of certain milestones. For more information on the PointR Merger Contingent Consideration, refer to our 2021 Annual Report on Form 10-K
filed with the SEC on April 15, 2022.

 F- 41

 Third
Party Service Provider Claim

 The
Company had disputed a judgement of $ 20,000 for a non-payment to a third service provider. The Company considered the claim to be immaterial
to the financial position of the Company. The Company had filed a counter claim on the third-party service provider as the Company believed
the claim to be false and malicious to the interests of the Company. The Honorable Court overruled the previous judgement and the Company
had sued the third-party service provider. In March 2024, the Honorable Court's decision was in favor of the Company due to the
reasons described above and the matter has been dismissed.

 Other
claims

 From
time to time, the Company may become involved in certain claims arising in the ordinary course of business. One of the Company's
ex-employees has made a breach of employment contract claim against the Company. The Company and its legal counsel are evaluating the
validity of the claim, as the Company believes that such claim has limited merits and is hopeful to attain a positive outcome for such
claim. Since the Company and its legal counsel are still evaluating the claim, we are unable to quantify the amount such claim would
be settled at, if at all settled.

 NOTE
15 – SUBSEQUENT EVENTS

 Completion
of Tranche 4 of July 2023 PPM

 In
January 2024, the Company entered into a series of subscription agreements with 4 accredited investors which resulted in a conversion
of a gross amount of $ 0.5 million, consisting of 12 units under the prior JH Darbie Financing into new debt, under PPM 2, to the Company.
For more information on the new JH Darbie Financing, refer to Note 8 of these Notes to the Consolidated Financial Statements.

 Conversion
of Debt to Equity by Fourth Man

 In
February 2024, Fourth Man converted a portion of the March 2022 debt, including interest, default penalty and conversion fee, of approximately
$ 33,250 for 500,000 shares of the Company's Common Stock.

 F- 42