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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)
January 2, 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 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). |
|
|
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 |
