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)

December31, 2025

ONCOTELIC

THERAPEUTICS, INC.

(Exactname of registrant as specified in its charter)

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

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):

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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<br> of class	Trading<br> Symbols	Name<br> 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 December 31, 2025, Oncotelic Therapeutics, Inc. (the “Company” or “Our”) entered into an amendment to an independent contractor agreements (“ICA”) with Jefferson Capital Ventures, LLC (“Jefferson”) dated August 6, 2025, for modifying the threshold of the first milestone contained within the ICA. The ICA called for Jefferson to earn certain restricted stock awards (“RSAs”) of shares of common stock of the Company, par value $0.01 (“Common Stock”) upon the achievement certain corporate milestones. The amendment seeks the modification of the threshold of the first milestone, contained in the ICA, when the Company’s market capitalization exceeded $100 million on any single trading day’s close to $45 million on any single trading day’s close. The amendment seeks to enable the Company to be able to continue to build on its progress to date including making effective it’s equity line with Mast Hills, engagement of AGP for future financing, and engaging Sichenzia, Ross and Ferrell for uplisting the Corporation’s stock to a nationally recognized stock exchange and to achieve its corporate goals contained within the said ICA. None of the other terms and/or conditions of the milestone have been amended.

The foregoing description of the amendments to the ICA is qualified in their 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 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

See Item 1.01, above.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description	Incorporation by reference
10.1	Amendment 1 to Independent Contractor Agreement	Filed<br> herewith
10.3	Jefferson Independent Contractor Agreement	Exhibit<br> 10.1 filed on Form 8-K on 08/12/2025
104	Cover<br> 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<br> Therapeutics, Inc.
Date:<br> January 6, 2026		/s/ Vuong Trieu
	By:	Vuong<br> Trieu
		Chief<br> Executive Officer

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Exhibit10.1

FIRSTAMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT

This First Amendment to Independent Contractor Agreement (this “Amendment”) is made and entered into and executed as of December 31, 2025 (the “Execution Date”), by and between Oncotelic Therapeutics, Inc., a Delaware Corporation (the “Company”), and Jefferson Capital Ventures, LLC, a Wyoming Limited Liability Company (the “Contractor”), collectively referred to herein as the “Parties” or individually as a “Party.”

RECITALS

WHEREAS, the Company and the Contractor are Parties to that certain Independent Contractor Agreement, dated as of August 6, 2025 (the “Original Agreement”); and

WHEREAS, the Parties desire to amend the Original Agreement solely to modify Milestone One (1) set forth on Exhibit A thereto, while leaving all other terms and conditions unchanged.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the following:

1. Amendment to Milestone One (1)

Effective as of the effective date of the Original Agreement, Milestone One (1) as set forth on Exhibit A of the Original Agreement is hereby amended to provide that the applicable milestone threshold shall be Forty-Five Million Dollars ($45,000,000) instead of One Hundred Million Dollars ($100,000,000).

Except as expressly modified by this Section 1, all other aspects, definitions, calculations, vesting mechanics, and consequences associated with Milestone One (1) shall remain unchanged and in full force and effect.

2. No Other Amendments

Except as expressly set forth in this Amendment, all terms, covenants, representations, warranties, obligations, and provisions of the Original Agreement (including all exhibits and related agreements) remain unchanged, ratified, and in full force and effect.

3. Effect of Amendment

This Amendment shall be deemed part of, and read together with, the Original Agreement. In the event of any conflict between this Amendment and the Original Agreement, this Amendment shall control solely with respect to Milestone One (1).

4. Counterparts; Electronic Signatures

This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution by electronic signature shall be deemed effective for all purposes.

FIRST AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT

INWITNESS WHEREOF, the Parties have executed this Amendment as of the Execution Date set forth above.

ONCOTELIC THERAPEUTICS, INC.
By:	/s/Vuong Trieu
Name:	Dr.<br> Vuong Trieu
Title:	Chief<br> Executive Officer
JEFFERSON CAPITAL VENTURES, LLC
---	---
By:	/s/Jimmy Chan
Name:	Jimmy<br> Chan
Title:	Managing<br> Member