Oncotelic Therapeutics, Inc. 8-K

What Happened
On January 22, 2026 Oncotelic Therapeutics, Inc. filed an 8‑K reporting a Restricted Stock Agreement with CEO Dr. Vuong Trieu. The company will issue, subject to adjustment, up to 26,512 shares of Series A Preferred Stock to Dr. Trieu that vest only upon achievement of specific capital‑structure milestones. Each Preferred share is convertible into 1,000 shares of common stock. Dr. Trieu has already achieved the first milestone and received 4,426 shares of Preferred Stock.

Key Details

• Award size: Up to 26,512 shares of Series A Preferred Stock (convertible into 1,000 common shares per preferred).
• Vesting: One milestone achieved (4,426 preferred issued); remaining 22,086 preferred vest in three tranches of 7,362 shares each upon meeting milestones.
• Milestones (selected): (1) Convert $2,175,000 of 2023 PPM Notes into new “2025 Units”; (2) complete ≥ $350,000 additional secured convertible debt with Mast Hill Fund and reach a $45.0M market cap; (3) convert ~ $3.3M of related‑party short‑term loans into 2025 Units; (4) repay $2,175,000 in notes underlying the 2025 Units.
• Conversion/unit terms (as disclosed): Each 2025 Unit includes a $25,000 12% note due in two years convertible into 250,000 common shares and 250,000 two‑year warrants exercisable at $0.12 per share.
• Dilution math: The total issuance represents approximately 4.99% of common stock outstanding at the RSA date; each milestone tranche equals ~1.663% of outstanding common, with adjustment protection so the CEO’s stake per milestone is not reduced if share count rises.

Why It Matters
This is a performance‑based equity award that ties the CEO’s compensation to specific debt conversions, financings and a market‑cap target intended to reshape the company’s capital structure. If milestones are met, the Preferred stock converts into large blocks of common shares (1,000 common per preferred) and the underlying 2025 Units include extensive conversion and warrant exposure — all of which can increase the company’s outstanding share count and affect ownership percentages. Investors should monitor future conversions, financings and any warrant exercises or note repayments, as those events will determine actual dilution and changes to Oncotelic’s balance sheet and capital structure.