Oncotelic (OTLC) ties CEO preferred stock grant to debt and funding milestones

Rhea-AI Filing Summary

Oncotelic Therapeutics approved a new milestone-based equity award for its CEO, Dr. Vuong Trieu, tied to improving the company’s capital structure. Under a restricted stock agreement, the company may issue up to 26,512 shares of Series A Preferred Stock, each convertible into 1,000 common shares, based on four specified financing and debt-related milestones. Dr. Trieu has already met the first milestone, earning 4,426 preferred shares, with the remaining 22,086 shares vesting in three equal tranches if additional milestones are achieved. The company states that the full award represents about 4.99% of common stock outstanding on the agreement date, with each milestone tranche equal to about 1.663% of common shares, subject to adjustment if the share count rises.

Insights

Equity Compensation & Capital Structure Analyst

CEO award links equity compensation directly to debt restructuring milestones.

The agreement gives Oncotelic’s CEO up to 26,512 Series A preferred shares, each convertible into 1,000 common shares, contingent on four capital-structure milestones. These milestones focus on converting 2023 notes into new 2025 Units, securing additional convertible debt with Mast Hill Fund, converting about $3.3 million of short-term related-party loans into 2025 Units, and ultimately repaying $2,175,000 in notes underlying those units.

The filing notes that the full potential issuance equals about 4.99% of common stock outstanding on the agreement date, with each milestone tranche at about 1.663%. This caps the award relative to the then-current share base and provides for additional preferred shares if the share count grows, so that each milestone continues to correspond to that same ownership percentage. Actual impact on the share base will depend on which milestones are achieved and on any subsequent conversions.

8-K Event Classification

3 items: 1.01, 5.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

January 22, 2026

ONCOTELIC THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-21990		13-3679168
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

29397 Agoura Road, Suite 107

Agoura Hills, CA 91301

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code

(650) 635-7000

Not applicable.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of class		Trading Symbols		Name of each exchange on which registered
N/A		OTLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 1.01 Entry into a Material Definitive Agreement.

On January 22, 2026, Oncotelic Therapeutics, Inc. (the “Company”) the Company entered into restricted stock agreement (the “RSA”) with Dr. Vuong Trieu, our chief executive officer. Under the terms of the RSA the Company will issue to Dr. Trieu, subject to adjustment, up to 26,512 shares of the Company’s convertible Series A Preferred Stock, par value $0.01 per preferred share (“Preferred Stock”), based to the achievement of certain performance milestones related to improving the Company’s capital structure. Each share of Preferred Stock is convertible into 1,000 shares of the Company’s common stock, par value $0.01 per share of common stock (“Common Stock”) upon conversion.

The Preferred Stock under the RSA will vest based on the achievement of four milestones:

(1) converting the Company’s outstanding $2,175,000 2023 PPM Notes into new units (the “2025 Units”), with each 2025 Unit comprised of (a) a $25,000 note issued by the Company bearing annual interest at the rate of 12% and due and payable on the 2-year anniversary of the final closing of the offering and convertible into 250,000 shares of the Company’s Common Stock, plus (b) 250,000 two year warrants to purchase one share of the Company’s Common Stock at $0.12 per share;

(2) completing an additional tranche of $350,000 or more in secured convertible debt with Mast Hill Fund, L.P. together with the Company’s market cap reaching a level of $45.0 million;

(3) the conversion of approximately $3.3 million of short term loans held by Autotelic, Inc., a related party in which Dr. Trieu is the chief executive officer, which are currently due and payable, into the 2025 Units; and

(4) the repayment of $2,175,000 in notes underlying the 2025 Units.

Dr. Trieu has achieved the first milestone and shall receive 4,426 shares of Preferred Stock for this first milestone. In addition, Dr. Trieu can receive an additional 22,086 shares of Preferred Stock, which will vest in 3 tranches a total of 7,362 shares of Preferred Stock per milestone achieved. The issuance of the Preferred Stock is approximately 4.99% of the Common Stock outstanding on the date of the RSA and the shares underlying each milestone is approximately 1.663% of the Common Stock outstanding shares. If on the date of the achievement of the specific milestone, the Common Stock outstanding exceeds the 1.663% per milestone, then Dr. Trieu will be eligible to be issued additional shares or Preferred Stock such that his ownership for under the RSA will not be less than 1.663%.

The foregoing description of the RSA is qualified in its entirety by reference to the full text of the form of such amendment, a copy of which is attached as Exhibit 10.1, with our Current Report on Form 8-K, and each of which is incorporated herein in its entirety by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

See Item 1.01 above

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description		Incorporation by reference
10.1		Restricted Stock Award		Filed herewith
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

-2-

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Oncotelic Therapeutics, Inc.
Date: January 26, 2026		/s/ Vuong Trieu
	By:	Vuong Trieu
		Chief Executive Officer

-3-

FAQ

What did Oncotelic Therapeutics (OTLC) approve for its CEO in this 8-K?

Oncotelic Therapeutics approved a restricted stock agreement granting CEO Dr. Vuong Trieu up to 26,512 shares of Series A Preferred Stock, each convertible into 1,000 common shares, tied to specific performance milestones related to improving the company’s capital structure.

How many preferred shares has the Oncotelic (OTLC) CEO earned so far?

The filing states that Dr. Trieu has already achieved the first milestone and will receive 4,426 shares of Series A Preferred Stock for that milestone.

What milestones determine vesting of the CEO’s preferred stock at Oncotelic (OTLC)?

The four milestones are: converting $2,175,000 of 2023 notes into new 2025 Units; completing an additional tranche of at least $350,000 in secured convertible debt with Mast Hill Fund, L.P. along with the company’s market cap reaching $45.0 million; converting about $3.3 million of short-term loans from Autotelic, Inc. into 2025 Units; and repaying $2,175,000 in notes underlying the 2025 Units.

What percentage of Oncotelic (OTLC) common stock does the CEO award represent?

The company states that the full issuance under the restricted stock agreement is approximately 4.99% of common stock outstanding on the agreement date, and each milestone tranche is about 1.663% of common shares outstanding.

How are the remaining preferred shares for the Oncotelic (OTLC) CEO structured?

Beyond the first milestone, Dr. Trieu may receive an additional 22,086 preferred shares, which are to vest in three tranches of 7,362 shares each as the remaining milestones are achieved.

Can the number of preferred shares for each milestone at Oncotelic (OTLC) change over time?

The agreement provides that if, on the date a milestone is achieved, common shares outstanding exceed the level corresponding to 1.663% per milestone, Dr. Trieu may receive additional preferred shares so that his ownership under the agreement is not less than that percentage.