OTLC Form 4: CEO awarded Series A preferred convertible into 4.065M shares

Rhea-AI Filing Summary

Oncotelic Therapeutics, Inc. (OTLC) disclosed an insider equity award for Chairman and CEO Vuong Trieu, who is also a director and 10% owner. A Form 4 reports that he received 4,065 shares of Series A Convertible Preferred Stock on 11/17/2025, classified as an acquisition. Each preferred share is convertible at the holder’s option into common stock on a one-for-one thousand basis, representing 4,065,000 underlying common shares. The preferred shares were issued to Dr. Trieu as compensation tied to performance milestones under a Restricted Stock Agreement dated November 17, 2025, and are held directly.

Insights

Corporate governance and insider transactions analyst

CEO receives preferred stock award convertible into 4,065,000 common shares.

The filing shows that Oncotelic’s Chairman and CEO, Vuong Trieu, received 4,065 shares of Series A Convertible Preferred Stock on 11/17/2025. These are equity-based compensation, awarded upon accomplishment of performance milestones under a Restricted Stock Agreement dated November 17, 2025. The shares are held directly by Dr. Trieu.

Each preferred share converts into common stock on a one-for-one thousand basis, implying 4,065,000 underlying common shares if fully converted. The conversion is at the option of the holder and the stated exercise price of the derivative security is $0.00, which means no additional cash would be paid to the company upon conversion.

This structure compensates management with potentially significant equity exposure rather than cash. Any impact on existing shareholders would occur if and when the preferred stock is converted into common shares, but the timing and extent of such conversions are not detailed in the excerpt.

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
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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^*

Trieu Vuong

(Last) (First) (Middle)

29397 AGOURA RD SUITE 107

(Street)

AGOURA HILLS CA 91301

(City) (State) (Zip)

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

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CHAIRMAN AND CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025

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

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

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

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
Series A Convertible Preferred Stock	(1)	11/17/2025		A		4,065		(1)	(1)	Com-mon Stock	4,065,000	$0.00(2)	4,065	D

Explanation of Responses:

1. Series A Convertible Preferred Stock is convertible at any time at the option of the holder into Common Stock on a one-for-one thousand basis.

2. The shares of Series A Convertible Preferred Stock were issued to Dr. Trieu as compensation pursuant to the accomplishment of performance milestones under a Restricted Stock Agreement dated November 17, 2025.

	/s/ Vuong Trieu	11/19/2025
	** 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.

FAQ

What insider transaction did Oncotelic Therapeutics (OTLC) report on this Form 4?

Oncotelic reported that Chairman and CEO Vuong Trieu acquired 4,065 shares of Series A Convertible Preferred Stock on 11/17/2025 as an equity award.

How many Oncotelic common shares could the new preferred stock represent?

Each Series A Convertible Preferred share converts into common stock on a one-for-one thousand basis, so 4,065 preferred shares correspond to 4,065,000 underlying common shares if fully converted.

Why did Oncotelic issue Series A Convertible Preferred Stock to its CEO?

The filing states that the Series A Convertible Preferred Stock was issued to Dr. Trieu as compensation for accomplishing performance milestones under a Restricted Stock Agreement dated November 17, 2025.

What role does the reporting person play at Oncotelic Therapeutics (OTLC)?

The reporting person, Vuong Trieu, is identified as a Director, 10% Owner, and Officer with the title Chairman and CEO of Oncotelic Therapeutics, Inc.

What is the exercise or conversion price of the Oncotelic Series A preferred stock reported?

The Form 4 lists the price of the derivative security as $0.00, meaning the preferred stock converts into common shares without additional cash payment upon conversion.

How is ownership of the new Oncotelic preferred shares reported?

The Form 4 identifies 4,065 Series A Convertible Preferred shares as being beneficially owned directly (D) by Dr. Vuong Trieu after the reported transaction.