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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)
May
1, 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 Material Definitive Agreement.
Merger
Agreement
On
April 27, 2026, Oncotelic Inc. (the “Company”), a wholly owned subsidiary of Oncotelic Therapeutics, Inc., entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with Lunai Bioworks, Inc., a Delaware corporation (“Lunai”),
Lunai Bioworks IP, Inc., a Delaware corporation and a wholly owned subsidiary of Lunai (“Merger Sub”), Neurobridge IP Holdings
Incorporated, a Delaware corporation (“Holdings”), and the holders of all of the issued and outstanding capital stock of
Holdings, namely the Company and Pelerin Therapeutics Inc., a corporation existing under the laws of the Province of British Columbia,
Canada (“Pelerin” and, together with the Company, the “Holders”). Pursuant to the Merger Agreement, Holdings
merged with and into Merger Sub in a triangular merger (the “Merger”), with Merger Sub continuing as the surviving corporation
and as a wholly owned subsidiary of Lunai. The Merger was completed on May 1, 2026, and the information set forth under Item 2.01 below
regarding the completion of the Merger is incorporated into this Item 1.01 by reference.
Immediately
prior to the effective time of the Merger, all of the issued and outstanding capital stock of Holdings was owned 62.5% by the Company
and 37.5% by Pelerin. The sole assets of Holdings at the effective time of the Merger consisted of a multi-jurisdictional patent portfolio
(collectively, and as further defined in the Merger Agreement, the “Patents”), which the Holders had contributed to Holdings
prior to the effective time. A complete listing of the Patents is set forth on Schedule 3.6 to the Merger Agreement. The assets of Holdings
at the time of the merger consisted solely of those patents and patent applications; Holdings had no continuity of revenue-producing
activity or operating infrastructure, including no employees, customers, sales force, distribution system, facilities, production techniques,
trade names or revenue-producing operations, and had no material liabilities.
In
consideration for the Merger, on May 1, 2026 Lunai issued to the Holders an aggregate of eight (8) shares of a newly designated series
of preferred stock of the Company, designated as “Series B Convertible Preferred Stock” (the “Series B Preferred Stock”),
having an aggregate stated value (the “Stated Value”) of $20,000,000. The Series B Preferred Stock was allocated five (5)
shares to the Company (representing 62.5% of the Series B Preferred Stock and an aggregate Stated Value of $12,500,000) and three (3)
shares to Pelerin (representing 37.5% of the Series B Preferred Stock and an aggregate Stated Value of $7,500,000).
The
foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the
Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
IP
Assignment Agreement
In
connection with the Merger Agreement, on April 27, 2026, the Company entered into an IP Assignment Agreement with Holdings, pursuant
to which it agreed to contribute and assign certain assets relating to the intellectual property of the Company (collectively, the “Intellectual
Property Assets”) to Holdings.
The
Intellectual Property Assets include:(a) (i) the patents and patent applications and all issuances, divisions, continuations, continuations-in-part,
reissues, extensions, reexaminations, and any foreign counterparts of any of the foregoing including the right to claim priority and
renewals thereof; (ii) the trademarks and all issuances, extensions, and renewals thereof, with the goodwill of the business connected
with using, and symbolized by, the trademarks; (iii) the copyright and exclusive copyright licenses and all issuances, extensions, and
renewals thereof; and (iv) the domain names; (b) all non-registered intellectual property relating to the Intellectual Property Assets,
with the goodwill of the business connected with using, and symbolized by, all such non-registered intellectual property to the extent
applicable; (c) any and all royalties, fees, income, payments, and other proceeds now or hereafter due or payable regarding all of the
foregoing; and (d) any and all claims and causes of action, regarding any of the foregoing, whether accruing before, on, or after the
date hereof, including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past,
present, and future infringement, dilution, misappropriation, violation, misuse, breach, or default, with the right but no obligation
to sue for such legal and equitable relief and to collect, or otherwise recover, any such damages.
The
foregoing description of the IP Assignment is a summary only and is qualified in its entirety by reference to the full text of the IP
Assignment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
IP
Grant-back Agreement
Further,
on April 27, 2026, the Company and Holdings entered into an Intellectual Property Assignment and Grant-back Agreement (the “IP
Grant-back Agreement”). The IP Grant-back Agreement grants back to the Company a perpetual, irrevocable, royalty-free, exclusive,
non-terminable, and non-cancellable license to make, have made, use, offer to sell, sell, and otherwise exploit the Intellectual Property
Assets in all fields of use except the Biodefense Field and the Alzheimer’s Disease Field as defined in the IP Grant-back Agreement,
giving Holdings exclusive use of the Intellectual Property Assets in those fields.
For
purposes of the IP Grant-back Agreement, the Biodefense Field means the use of the Intellectual Property Assets for all medical
countermeasure (MCM) applications, including but not limited to chemical agents (nerve, blood), biological toxins (ricin, SEB), and viral
encephalitides, as well as the prevention, mitigation, diagnosis, or treatment of conditions arising from or associated with chemical
agents, biological agents, toxins, radiological exposure, nuclear exposure, or other external threat agents, including acute central
nervous system injury or systemic injury resulting from such threats, and including applications related to pandemic preparedness or
mass-casualty events and the Alzheimer’s Disease Field means the use of the Intellectual Property solely for the prevention,
diagnosis, or treatment of Alzheimer’s disease. For the avoidance of doubt, the grant-back conveys back to the Company all rights
of use with respect to OT-101, within or without the Field of Use, including all formulations, derivatives, modifications, enhancements,
dosing regimens, methods of use, and any combinations of OT-101 with other active ingredients, products, technologies, or therapies,
provided such combinations do not utilize other Assigned Intellectual Property outside the Field of Use.
The
foregoing description of the IP Grant-back Agreement is a summary only and is qualified in its entirety by reference to the full text
of the IP Grant-back Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein
by reference.
Asset
Transfer Agreement
Further,
on April 30, 2026, the Company and Autotelic Inc. (“Autotelic”) entered into an asset transfer agreement (the “Asset
Transfer Agreement”) pursuant to which Autotelic agreed to transfer all the rights, title and interest to certain assets (“Assets”),
described below and owned by Autotelic to the Company. This Asset Transfer Agreement was entered into by both parties to effectuate the
Merger Agreement. Dr. Trieu, Chairman and CEO of Oncotelic Thereaputics, Inc., is a partial owner and control person in Autotelic Inc.
Autotelic Inc. currently owns less than 10% of the Company.
The
Assets transferred pursuant to the Asset Transfer Agreement include Peptide Y (including all variants, analogs, derivatives); Parathyroid
Hormone (PTH), including PTH 1-34, PTH 1-84, and derivatives; Insulin (including intranasal and other formulations); Apomorphine (including
intranasal and other formulations); Carbetocin (including intranasal and other formulations); any associated combination therapies, including
multi-agent CNS, Alzheimer’s disease, metabolic, endocrine, or biodefense applications; and all delivery platforms, including nasal,
injectable, and device-based systems and includes all patents, patent applications, know-how, trade secrets, data, formulations, manufacturing
processes, regulatory filings, and all related rights associated with the Assets. In consideration for the transfer of the Assets, the
Company shall issue equity of ten percent (10%) of the fully diluted outstanding shares of Oncotelic Therapeutics, Inc. issuable on an
uplisting of its capital stock to NYSE/NASDAQ. No cash was paid for the Asset Transfer Agreement.
The
foregoing description of the Asset Transfer Agreement is a summary only and is qualified in its entirety by reference to the full text
of the Asset Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
The
Merger Agreement, the IP Assignment Agreement and the IP Grant-back Agreement were all executed and completed on May 1, 2026, the date
the Merger was completed.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
May 1, 2026, the Company completed the Merger described under Item 1.01 above. Upon the effective time of the Merger on May 1, 2026,
Holdings merged with and into Merger Sub, with Merger Sub continuing as the surviving corporation and as a wholly owned subsidiary of
Lunai.
In
consideration for the Merger, and the Company’s transfer of its interest in Holdings, on May 1, 2026 Lunai issued five (5) shares
to Oncotelic Inc. (representing 62.5% of the Series B Preferred Stock and an aggregate Stated Value of $12,500,000) in accordance with
the Merger Agreement. The Series B Preferred Stock has a per-share Stated Value of $2,500,000 and an aggregate Stated Value of $20,000,000.
The maximum number of shares of common stock issuable upon full conversion of the Series B Preferred Stock following receipt of the Stockholder
Approval (calculated based on the aggregate Stated Value and the fixed Conversion Price of $1.50 per share of common stock) is 8,333,333
shares of common stock, subject to adjustment under the Certificate of Designation. No cash consideration was paid in connection with
the Merger.
In
addition, the Company received a perpetual, irrevocable, royalty-free, exclusive, non-terminable, and non-cancellable license to make,
have made, use, offer to sell, sell, and otherwise exploit the Intellectual Property Assets transferred to Lunai in all fields of use
except the Biodefense Field and the Alzheimer’s Disease Field pursuant to the IP Grant-back Agreement.
The
information set forth in Item 1.01 is incorporated by reference to this Item 2.01.
Item
3.02 Unregistered Sales of Equity Securities.
In
connection with the Asset Transfer Agreement described in Item 1.01 above, the Company has agreed to issue to Autotelic, Inc. a number
of shares of Common Stock equal to ten percent (10%) of the fully diluted outstanding shares of Oncotelic Therapeutics, Inc. with the
issuance conditioned on an uplisting of its capital stock to NYSE/NASDAQ.
The
shares will be sold to Autotelic, Inc. pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act
of 1933, as amended.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 2.1 |
|
Agreement and Plan of Merger, dated April 27, 2026 |
| |
|
|
| 10.1 |
|
Intellectual Property Assignment, dated April 27, 2026 |
| |
|
|
| 10.2 |
|
Intellectual Property Assignment and Grant-back Agreement, dated April 27, 2026 |
| |
|
|
| 10.3 |
|
Asset Transfer Agreement, dated April 30, 2026 |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
May 5, 2026 |
By: |
/s/
Vuong Trieu |
| |
|
Vuong
Trieu |
| |
|
Chief
Executive Officer |
