Oncotelic CFO granted performance-based RSUs

Shah Amit B. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Shah Amit B. reported acquisition or exercise transactions in this Form 4 filing.

Oncotelic Therapeutics CFO Amit B. Shah received a grant of 1,500 restricted stock units (RSUs) on July 10, 2026. Each RSU will settle into one share of Series A Convertible Preferred Stock, which is itself convertible into common stock, if performance and time-based vesting conditions tied to a national-exchange uplisting are satisfied.

Insider Trade Summary

Grant/Award: 1,500 shares

Grant/Award 1 txn

Insider Shah Amit B.

Role CFO

Type	Security	Shares	Price	Value
Grant/Award	Restricted stock Units F1, F2	1,500	$0.00	$0.00

Holdings After Transaction: Restricted stock Units — 1,500 contracts (Direct)

Footnotes (2)

1. F1. On July 10, 2026, the reporting person was granted 1,500 restricted stock units ("RSUs"), subject to performance and time-based vesting. On vesting each RSU will immediately be settled by delivery of, and each RSU represents the contingent right to receive, one share of the issuer's Series A Convertible Preferred Stock, par value $0.01. Each share of Series A Convertible Preferred Stock, in turn, is convertible into 1,000 shares of the issuer's common stock, par value $0.01 per share.
2. F2. The RSU's will vest upon (a) achievement of an uplisting of the issuer's common stock to a national securities exchange on or before June 30, 2027 (or such later date as the Board of Directors may approve), subject to the reporting person's continued service for a period of six months following the uplisting.

Key Figures

RSUs granted: 1,500 units Transaction price per RSU: $0.0000 RSUs outstanding after grant: 1,500 units +3 more

6 metrics

RSUs granted 1,500 units Grant to CFO Amit B. Shah on July 10, 2026

Transaction price per RSU $0.0000 Compensation award with no cash paid per unit

RSUs outstanding after grant 1,500 units Direct RSU holdings of Amit B. Shah following the award

Conversion ratio 1 Series A Preferred share = 1,000 common shares Each Series A Convertible Preferred share is convertible into common stock

Uplisting deadline for vesting June 30, 2027 RSUs vest if an uplisting to a national securities exchange occurs by this date or later if approved

Service requirement post-uplisting 6 months Continued service period required after uplisting for RSUs to vest

Key Terms

Restricted stock units, Series A Convertible Preferred Stock, uplisting, national securities exchange, +1 more

5 terms

Restricted stock units financial

"was granted 1,500 restricted stock units ("RSUs"), subject to performance"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Series A Convertible Preferred Stock financial

"one share of the issuer's Series A Convertible Preferred Stock, par value $0.01"

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

uplisting financial

"upon (a) achievement of an uplisting of the issuer's common stock"

Uplisting occurs when a company's stock moves from a less regulated, smaller exchange to a more established and widely recognized one. This transition can make the stock more accessible and attractive to a broader range of investors, potentially increasing its value and trading volume. For investors, uplisting often signals growth and stability, which can influence confidence and trading decisions.

national securities exchange regulatory

"uplisting of the issuer's common stock to a national securities exchange"

A national securities exchange is a regulated marketplace where buyers and sellers trade stocks, bonds and other securities and where companies meet requirements to have their shares available to the public. It matters to investors because the exchange enforces rules, provides transparent prices and a steady flow of buyers and sellers—like a supervised marketplace that helps ensure fair pricing, easier buying and selling, and basic investor protections.

time-based vesting financial

"RSUs, subject to performance and time-based vesting"

Time-based vesting is a schedule that gives employees or contractors ownership of granted stock or options gradually as they remain with a company, like unlocking rewards in a loyalty program the longer you stick around. For investors, it matters because it affects future share supply, management incentives and staff retention — all of which can influence company performance and dilution of existing shareholders.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity award did Oncotelic Therapeutics (OTLC) grant to CFO Amit B. Shah?

Oncotelic Therapeutics granted CFO Amit B. Shah 1,500 restricted stock units (RSUs) on July 10, 2026. These RSUs are a compensation award and involve no cash purchase, with settlement into Series A Convertible Preferred Stock if vesting conditions are achieved.

What are the vesting conditions for the OTLC CFO’s 1,500 RSUs?

The 1,500 RSUs vest only upon achieving an uplisting to a national securities exchange on or before June 30, 2027, or a later board-approved date. Vesting also requires Amit B. Shah’s continued service for six months following that uplisting.

How will the OTLC CFO’s RSUs be settled once they vest?

Upon vesting, each RSU will be settled by delivering one share of Series A Convertible Preferred Stock. Each such preferred share is, in turn, convertible into shares of Oncotelic’s common stock, giving the award potential exposure to the company’s common equity if all conversions occur.

Does the OTLC CFO’s RSU grant involve any immediate cash transaction?

No. The RSU grant to the OTLC CFO carries a transaction price of $0.0000 per unit, reflecting a compensation-based award rather than an open-market purchase or sale. Economic value depends on future vesting, preferred share issuance, and possible conversion into common stock.

What ongoing service requirement applies to the OTLC CFO’s RSU award?

For the 1,500 RSUs to vest, Amit B. Shah must remain in service for six months after the uplisting to a national securities exchange. Both the uplisting event and this continued service condition must be satisfied for the award to deliver Series A Convertible Preferred Stock.

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

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Accepted by SEC EDGAR 07/14/2026 - 04:00 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shah Amit B.

(Last) (First) (Middle)

29397 AGOURA RD SUITE 107

(Street)

AGOURA HILLS CALIFORNIA 91301

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Oncotelic Therapeutics, Inc. [ OTLC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted stock Units(1)	$0.00	07/10/2026	07/10/2026	A		1,500		(2)	(2)	Series A Preferred Stock	1,500	$0.00	1,500	D

Explanation of Responses:

1. On July 10, 2026, the reporting person was granted 1,500 restricted stock units ("RSUs"), subject to performance and time-based vesting. On vesting each RSU will immediately be settled by delivery of, and each RSU represents the contingent right to receive, one share of the issuer's Series A Convertible Preferred Stock, par value $0.01. Each share of Series A Convertible Preferred Stock, in turn, is convertible into 1,000 shares of the issuer's common stock, par value $0.01 per share.

2. The RSU's will vest upon (a) achievement of an uplisting of the issuer's common stock to a national securities exchange on or before June 30, 2027 (or such later date as the Board of Directors may approve), subject to the reporting person's continued service for a period of six months following the uplisting.

	/s/ Amit Shah	07/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
* Form 4: SEC 1474 (03-26)