8-K

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)

February14, 2022

ONCOTELIC

THERAPEUTICS, INC.

(Exactname of registrant as specified in its charter)

29397Agoura Road, Suite 107

AgouraHills, CA 91301

(Addressof principal executive offices and Zip Code)

Registrant’s

telephone number, including area code

(650)635-7000

Not

applicable.

(Formername 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):

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

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. ☐

In August 2021, Oncotelic Therapeutics, Inc. (the “Company”) and Golden Mountain Partners, (“GMP”) entered into a term sheet, including certain binding terms, to form a joint venture (“JV”) to develop Oncotelic’s drug portfolio and build out a manufacturing facility. Also, the Company had announced, and subsequently reported in our Quarterly Report on form 10-Q filed with the SEC on August 17, 2021, the intent to take the JV into an initial public offering (“IPO”) at a future date. On February 14^th^, the Company and GMP agreed to extend the standstill terms of the term sheet until March 31, 2022 to permit the completion of the transaction.

Disclaimer.

The information in this Current Report on Form 8-K, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall Exhibit 99.1 filed herewith be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Forward-LookingStatements.

This Current Report on Form 8-K may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements with respect to the Company’s plans, objectives, expectations and intentions; and (ii) other statements identified by words such as “may”, “could”, “would”, should”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans” or similar expressions. Forward-looking statements in this document include, without limitation, statements regarding the Company’s expectations regarding the formation of the JV with GMP, furthering the development of the Company’s products and the construction of a manufacturing facility, and taking the JV into an initial public offering. These statements are based upon the current beliefs and expectations of the Company’s management and may be subject to significant risks and uncertainties; and that no assurances can be given that such expectations shall be fulfilled.

(d) Exhibits.

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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.

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Exhibit99.1