OTLC 8-K
Oncotelic Therapeutics, Inc. (OTLC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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):
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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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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 6, 2026, Oncotelic Therapeutics, Inc. (the “Company” or “Our”) announced entering into an amendment to an independent contractor agreements 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 of shares of common stock of the Company, par value $0.01 (“Common Stock”) upon the achievement certain corporate milestones.
In this connection and on January 2, 2026, the Company entered into an amendment to a restricted stock award (“RSA”) dated November 17, 2025, between the Company and Dr. Vuong Trieu, the CEO of the Company. Similar to the ICA, the RSA called for Dr. Trieu to earn certain restricted preferred stock awards (“Preferred RSAs”) of shares of preferred stock of the Company, par value $0.01 (“Preferred Stock”) upon the achievement certain corporate milestones. The amendment seeks the modification of the threshold of the first milestone, contained in the RSA, 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. Consistent with the amendment to the ICA, the amendment to the RSA 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 RSA. None of the other terms and/or conditions of the milestone under the RSA have been amended.
The foregoing description of the amendments to the ICA and 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 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 3.02 | Unregistered Sale of Equity Securities. |
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 Restricted Stock Agreement | Filed herewith | ||
| 10.2 | Restricted Stock Grant – Vuong Trieu | Exhibit 10.8 filed on Form 10-Q on 11/17/2025 | ||
| 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: January 7, 2026 | /s/ Vuong Trieu | |
| By: | Vuong Trieu | |
| Chief Executive Officer | ||
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Exhibit 10.1
FIRST AMENDMENT TO RESTRICTED STOCK AGREEMENT
This First Amendment to the Restricted Stock Agreement (this “Amendment”) is made and entered into and executed as of January 2, 2026 (the “Execution Date”), by and between Oncotelic Therapeutics, Inc., a Delaware Corporation (the “Company”), and Dr. Vuong Trieu, CEO of the Company (the “Holder”), collectively referred to herein as the “Parties” or individually as a “Party.”
RECITALS
WHEREAS, the Company and the Holder are Parties to that certain Restricted Stock Agreement, dated as of November 17, 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 RESTRICTED STOCK AGREEMENT
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Execution Date set forth above.
| ONCOTELIC THERAPEUTICS, INC. | ||
| By: | /s/Amit Shah | |
| Name: | Amit Shah | |
| Title: | Chief Financial Officer | |
| DR. VUONG TRIEU | ||
| By: | /s/Vuong Trieu | |
| Name: | Vuong Trieu. Ph. D. | |