Form 8-K Oncotelic Therapeutics, For: Jul 10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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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).
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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 3.02 | Unregistered Sale of Equity Securities. |
See Item 5.02, below.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 10, 2026, the board of directors (the “Board”) of Oncotelic Therapeutics, Inc. (the “Company”) approved the granting of certain restricted stock units (“RSUs”) to the Company’s directors and officers and to certain employees and advisors, that are employed by the Company or affiliates of the Company, pursuant to the terms of Restricted Stock Unit Award Agreements (the “RSU Agreements”). In the aggregate 17,796 RSUs were awarded, including the RSUs issued to the Company’s directors and officers.
Each RSU represents the contingent right to receive one (1) share of the Company’s Series A Convertible Preferred Stock, par value $0.01 (“Preferred Stock”), subject to performance and time-based vesting. Each share of Preferred Stock is convertible, by its terms, into 1,000 shares of the Common Stock.
The RSUs will vest if the Company’s common stock, par value $0.01 per share (“Common Stock”) is uplisted onto a national stock exchange on or before June 30, 2027, or such period as extended by the Board, subject to the recipient’s continuing to remain in service with the Company or its affiliated entity for a period six months after such uplisting. Each RSU will be settled by delivery of Preferred Stock immediately upon vesting. If the uplisting does occur not by June 30, 2027, or such period as extended by the Board, or, the recipient’s continuous service terminates before six months following the uplisting, then the RSUs would expire and automatically be forfeited.
The names of the directors and officers who have received RSU awards, their titles, and the number of RSUs granted are reflected in the table below:
| Name of the person | Director or Officer | Number of RSUs granted | ||
| Vuong Trieu, Ph.D. | Director, Chairman of the Board and Chief Executive Officer | 2,000 | ||
| Anthony E. Maida III, Ph.D., M.A., M.B.A. | Director and Chief Medical Officer – Translation Medicine | 1,500 | ||
| Steven W. King | Director | 250 | ||
| Seymour Fein, M.D. | Chief Medical Officer and Chief Regulatory Officer | 250 | ||
| Saran Saund | Chief Business Officer | 1,500 | ||
| Amit Shah | Chief Financial Officer | 1,500 |
The RSUs have been granted at no cost to all the recipients and are subject to the terms and conditions of the RSU Agreement between the Company and the recipient.
The issuance of the RSUs 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.
The foregoing descriptions of the RSU Agreement is qualified in their entirety by reference to the full text of the form of such agreements, a copies of which is attached as Exhibit 10.1, and which is incorporated herein in its entirety by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | Incorporation by reference | ||
| 10.1 | Form of Restricted Stock Unit Grant Agreement | Filed herewith | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: July 14, 2026 | /s/ Vuong Trieu | |
| By: | Vuong Trieu | |
| Chief Executive Officer | ||
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ATTACHMENTS / EXHIBITS