STOCK TITAN
  1. Home
  2. Sec-filings
  3. OTLC
  4. [D] Oncotelic Therapeutics, Inc. SEC Filing

Oncotelic Therapeutics (OTLC) files Form D for $711,840 Rule 506(b) RSU offering

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
D

Rhea-AI Filing Summary

Oncotelic Therapeutics, Inc., a Delaware biotechnology company with no revenues, filed a Form D for an exempt offering under Rule 506(b). The company reports a Total Amount Sold of $711,840 USD in equity securities, including options, warrants and securities issuable upon exercise.

The securities consist of RSUs convertible into Series A preferred shares and then common stock, granted to directors, officers, employees and advisors as compensation for services. These RSUs are contingent on achieving specified corporate milestones. The notice indicates $0 USD remaining to be sold and finder’s fees of $0 USD. CEO Vuong Trieu signed the notice on behalf of the issuer.

Positive

  • None.

Negative

  • None.
Total Amount Sold $711,840 USD Reported for the exempt equity and RSU offering
Total Remaining to be Sold $0 USD Amount remaining in the reported offering
Finder’s Fees $0 USD Finder’s fees associated with this exempt offering
Date of First Sale 2026-07-10 First sale date in the Rule 506(b) offering
Revenue Range No Revenues Issuer size disclosure for Oncotelic Therapeutics, Inc.
Exemption Claimed Rule 506(b) Federal exemption under Regulation D
Rule 506(b) regulatory
"X | Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
restricted stock units (RSUs) financial
"RSUs, CONVERTIBLE INTO CONV. SERIES A PREF. SHARES, THEN INTO COMMON STOCK."
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
covered securities regulatory
"if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA"
Investment Company Act of 1940 regulatory
"the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule"
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.
Business Combination Transaction financial
"10. Business Combination Transaction Clarification of Response (if Necessary)"
A business combination transaction is when two companies join together—through a merger, acquisition or similar deal—so they operate as one entity. For investors, it matters because the deal can change ownership stakes, the company’s value, future profits and risks, and often leads to new management or strategy; think of two households combining finances and plans, which can improve efficiency but also bring uncertainty about who controls the budget and how resources are used.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google

FAQ

What type of securities is Oncotelic Therapeutics (OTLC) offering in this Form D?
Oncotelic is offering equity securities, options and warrants, specifically RSUs convertible into Series A preferred shares and then common stock, granted as compensation to directors, officers, employees and advisors.

How much has Oncotelic Therapeutics (OTLC) sold in this exempt offering?
The company reports a Total Amount Sold of $711,840 USD. The filing also shows a Total Remaining to be Sold of $0 USD, indicating the stated offering amount has been fully allocated.

Under which exemption is Oncotelic Therapeutics (OTLC) relying for this offering?
Oncotelic relies on Rule 506(b) of Regulation D. This rule permits certain private offerings to accredited investors, subject to specific conditions and limitations under U.S. securities laws.

Does Oncotelic Therapeutics (OTLC) pay any finder’s fees in this Form D offering?
The filing reports finder’s fees of $0 USD. This indicates no compensation is being paid to intermediaries identified as finders in connection with the reported exempt securities offering.

What is the purpose of the RSUs granted by Oncotelic Therapeutics (OTLC)?
The RSUs are granted for services to the company by directors, officers, employees and advisors. They are contingent on achieving specified corporate milestones and ultimately convert into Series A preferred and then common stock.

What is Oncotelic Therapeutics’ (OTLC) revenue status as disclosed in this Form D?
The issuer indicates it has no revenues. This disclosure appears in the issuer size section, where Oncotelic selects the “No Revenues” category for its current revenue range.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
None
Entity Type
0000908259
MATEON THERAPEUTICS INC
OXIGENE INC
MATEON THERAPEUTICS, INC.
OXIGENE, INC.
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
Oncotelic Therapeutics, Inc.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
X Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Oncotelic Therapeutics, Inc.
Street Address 1 Street Address 2
29397 AGOURA ROAD SUITE 107
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
AGOURA HILLS CALIFORNIA 91301 650-635-7000

3. Related Persons

Last Name First Name Middle Name
TRIEU VUONG
Street Address 1 Street Address 2
29397 AGOURA ROAD SUITE 107
City State/Province/Country ZIP/PostalCode
AGOURA HILLS CALIFORNIA 91301
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
KING STEVEN
Street Address 1 Street Address 2
29397 AGOURA ROAD SUITE 107
City State/Province/Country ZIP/PostalCode
AGOURA HILLS CALIFORNIA 91301
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
MAIDA ANTHONY
Street Address 1 Street Address 2
29397 AGOURA ROAD SUITE 107
City State/Province/Country ZIP/PostalCode
AGOURA HILLS CALIFORNIA 91301
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
AMIT SHAH
Street Address 1 Street Address 2
29397 AGOURA ROAD SUITE 107
City State/Province/Country ZIP/PostalCode
AGOURA HILLS CALIFORNIA 91301
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
FEIN SEYMOUR
Street Address 1 Street Address 2
29397 AGOURA ROAD SUITE 107
City State/Province/Country ZIP/PostalCode
AGOURA HILLS CALIFORNIA 91301
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
SAUND SARAN
Street Address 1 Street Address 2
29397 AGOURA ROAD SUITE 107
City State/Province/Country ZIP/PostalCode
AGOURA HILLS CALIFORNIA 91301
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
X Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
X No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2026-07-10 First Sale Yet to Occur
Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
X Yes No

9. Type(s) of Securities Offered (select all that apply)

X Equity Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
X Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
X Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
N.A. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
None
City State/Province/Country ZIP/Postal Code
None Unknown None
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States		 All States
X Foreign/non-US
CALIFORNIA
CONNECTICUT
OHIO

13. Offering and Sales Amounts

Total Offering Amount $711,840 USD
or Indefinite
Total Amount Sold $711,840 USD
Total Remaining to be Sold $0 USD
or Indefinite

Clarification of Response (if Necessary):

RSUs, CONVERTIBLE INTO CONV. SERIES A PREF. SHARES, THEN INTO COMMON STOCK. GRANTED TO D&Os, EMPOYEES AND ADVISORS FOR SERVICES TO THE COMPANY. RSUs ARE CONTINGENT UPON ACHIEVEMENT OF CERTAIN CORPORATE MILESTONES

14. Investors

X
 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
33
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
33

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

RSUs, CONVERTIBLE INTO CONV. SERIES A PREF. SHARES, THEN INTO COMMON STOCK. GRANTED TO D&Os, EMPOYEES AND ADVISORS FOR SERVICES TO THE COMPANY. RSUs ARE CONTINGENT UPON ACHIEVEMENT OF CERTAIN CORPORATE MILESTONES

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
Estimate

Clarification of Response (if Necessary):

RSUs, CONVERTIBLE INTO CONV. SERIES A PREF. SHARES, THEN INTO COMMON STOCK. GRANTED TO D&Os, EMPOYEES AND ADVISORS FOR SERVICES TO THE COMPANY. RSUs ARE CONTINGENT UPON ACHIEVEMENT OF CERTAIN CORPORATE MILESTONES

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Oncotelic Therapeutics, Inc. /s/ VUONG TRIEU VUONG TRIEU CEO 2026-07-22

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

Source: View Original Filing on SEC EDGAR