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  4. [8-K] Oncotelic Therapeutics, Inc. Reports Material Event

Oncotelic Therapeutics (OTLC) sells $178K 12% convertible note with stock conversion

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Oncotelic Therapeutics, Inc. entered into a Securities Purchase Agreement with Pacific Pier Capital II, LP and issued a convertible promissory note with an aggregate gross principal amount of $178,410. The note carries a 12% original issue discount, bears interest at 12% per year, and matures on the earlier of one year from the agreement date, an acceleration after an Event of Default, or full prepayment.

The note is convertible into common stock at the lower of a fixed $0.06 per share or 85% of the lowest traded price over the 10 trading days before conversion, subject to adjustments. Oncotelic also issued 500,000 shares of common stock to Pacific Pier as commitment shares. If an Event of Default occurs, the principal and accrued interest become immediately due in cash at a 16% default interest rate. The note and shares were issued in a private offering relying on the Section 4(a)(2) exemption from Securities Act registration.

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Insights

Oncotelic raises small, high-cost, equity-linked debt financing.

Oncotelic Therapeutics issued a $178,410 convertible promissory note with a 12% original issue discount and 12% cash interest, implying relatively expensive short-term funding. The one-year maturity concentrates refinancing or repayment risk into a tight window.

The conversion terms allow Pacific Pier to convert at the lower of a fixed $0.06 price or 85% of the lowest traded price over a 10-day period, which can increase share issuance if the stock trades down. The 500,000 commitment shares add upfront dilution.

An Event of Default would trigger immediate cash repayment at a 16% default rate, raising pressure on liquidity if performance or compliance issues arise. Subsequent disclosures in future company filings can provide more clarity on how much of the note is ultimately repaid in cash versus converted into equity.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Convertible note principal $178,410 Aggregate gross principal amount of 2026 Pacific Pier Note
Original issue discount 12% Discount on face value of 2026 Pacific Pier Note
Annual interest rate 12% Interest rate on 2026 Pacific Pier Note
Default interest rate 16% Interest rate if Event of Default occurs
Fixed conversion price $0.06 per share Alternative conversion price for note into common stock
Market-based conversion level 85% of lowest traded price Conversion reference over 10 trading days before conversion date
Commitment shares issued 500,000 shares Common stock issued to Pacific Pier as commitment shares
Note maturity 1 year Earlier of one-year anniversary, default acceleration, or prepayment
convertible promissory note financial
"the Company issued a convertible promissory note in the aggregate gross principal amount of $178,410"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
original issue discount financial
"The 2026 Pacific Pier Note has an original issue discount of 12%"
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
Event of Default financial
"upon occurrence of an Event of Default (as defined below)"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.
Section 4(a)(2) of the Securities Act regulatory
"in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
Registration Rights Agreement financial
"the 2026 Pacific Pier Note and Pacific Pier Registration Rights Agreement are qualified in their entirety"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
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Understanding 8-K Material Events →
false 0000908259 0000908259 2026-06-23 2026-06-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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)

June 23, 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 June 23, 2026, Oncotelic Therapeutics, Inc. (the “Company” or “Our”) entered into a Securities Purchase Agreement (the “2026 Pacific Pier SPA”), with Pacific Pier Capital II, LP (“Pacific Pier”), and the Company issued a convertible promissory note in the aggregate gross principal amount of $178,410 (the “2026 Pacific Pier Note”). The 2026 Pacific Pier Note is convertible into shares of the Company’s common stock, par value $0.01 per share (“Common Stock”).

 

The 2026 Pacific Pier Note has an original issue discount of 12%, carries an interest rate of 12% per annum and matures on the earlier of (a) the one-year anniversary of the date of the 2026 Pacific Pier SPA, or (b) the acceleration of the maturity of the 2026 Pacific Pier Note by Pacific Pier upon occurrence of an Event of Default (as defined below) or (c) on prepayment in full. The 2026 Pacific Pier Note contains a voluntary conversion mechanism whereby Pacific Pier may convert the outstanding principal and accrued interest under the terms of the 2026 Pacific Pier Note into shares of Common Stock (the “Conversion Shares”), at a fixed price of $0.06 per share (the “Conversion Price”) or 85% of the lowest traded price of the Common Stock on the Principal Market on any Trading Day during the ten (10) Trading Days prior to the respective Conversion Date, subject to adjustments upon the occurrence of certain corporate events. The Company also issued 500,000 shares of Common Stock of the Company as commitment shares (“Commitment Shares”) to Pacific Pier. Prepayment of the 2026 Pacific Pier Note may be made at any time upon three trading days’ after six months of the date of the 2026 Pacific Pier Note, with prior written notice to the respective holder, by payment of the then outstanding principal amount plus accrued and unpaid interest and reimbursement of such holder’s administrative fees. The 2026 Pacific Pier Note contains customary events of default (each an “Event of Default”). If an Event of Default occurs, at the respective holder’s election, the outstanding principal amount of the 2026 Pacific Pier Note, plus accrued but unpaid interest, will become immediately due and payable in cash and at a default interest at 16%.

 

The issuance of the 2026 Pacific Pier Note and the Commitment Shares are exempt from the registration requirements of the Securities Act of 1933, as amended (“Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act. The shares of Common Stock issuable upon conversion of the 2026 Pacific Pier Note and the Commitment Shares have not been registered under the Securities Act or any other applicable securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act.

 

The foregoing descriptions of the 2026 Pacific Pier Purchase Agreement, the 2026 Pacific Pier Note and Pacific Pier Registration Rights Agreement are qualified in their entirety by reference to the full text of the form of such agreements, copies of which are attached as Exhibit 10.1 and 10.2, respectively, and each of which is incorporated herein in its entirety by reference.

 

-2-
 

 

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   Securities Purchase Agreement   Filed herewith
10.2   Convertible Promissory Note   Filed herewith
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).    

 

-3-
 

 

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: June 29, 2026   /s/ Vuong Trieu
  By: Vuong Trieu
    Chief Executive Officer

 

-4-

 

Source: View Original Filing on SEC EDGAR

FAQ

What financing did Oncotelic Therapeutics (OTLC) enter with Pacific Pier?

Oncotelic issued a convertible promissory note with gross principal of $178,410 to Pacific Pier Capital II, LP. The note provides short-term funding and can be converted into common stock under specified pricing terms and conditions.

What are the key terms of Oncotelic’s new convertible promissory note?

The note has a 12% original issue discount, bears 12% annual interest, and matures on the earlier of one year from the agreement, acceleration after an Event of Default, or full prepayment by the company.

At what price can the Pacific Pier note convert into OTLC common stock?

Pacific Pier may convert principal and accrued interest into common stock at a fixed price of $0.06 per share or 85% of the lowest traded price over the prior 10 trading days, subject to adjustment for certain corporate events.

Did Oncotelic issue any shares upfront as part of this financing?

Yes. Oncotelic issued 500,000 shares of common stock to Pacific Pier as commitment shares. These shares are part of the financing consideration and are separate from shares potentially issued upon conversion of the note.

How are default and interest handled under Oncotelic’s Pacific Pier note?

If an Event of Default occurs, the outstanding principal plus accrued interest become immediately due in cash at a higher default interest rate of 16%, instead of the regular 12% annual rate under normal conditions.

Were the Oncotelic note and commitment shares registered under the Securities Act?

No. The note, commitment shares, and conversion shares were issued relying on the Section 4(a)(2) exemption. They are unregistered and cannot be offered or sold in the United States without registration or an applicable exemption.

Filing Exhibits & Attachments

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Agreements & Contracts

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