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)

January 2 22, 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 January 622, 2026, Oncotelic Therapeutics, Inc. (the “Company”) orthe Company entered into restricted stock agreement (the “~~Our~~RSA”) ~~announced~~with ~~entering~~Dr. ~~into~~Vuong anTrieu, ~~amendment~~our ~~to an~~chief ~~independent~~executive ~~contractor~~officer. ~~agreements~~Under ~~with~~the ~~Jefferson~~terms ~~Capital~~of ~~Ventures,~~the ~~LLC~~RSA ~~(“Jefferson”)~~the ~~dated~~Company ~~August~~will 6issue to Dr. Trieu, subject ~~2025~~to adjustment, ~~for~~up ~~modifying the~~to ~~threshold~~26,512 shares of the ~~first~~Company’s ~~milestone~~convertible ~~contained~~Series ~~within~~A ~~the~~Preferred ~~ICA~~Stock, par value $0.01 ~~The~~per ~~ICA~~preferred share ~~called~~(“Preferred ~~for~~Stock”), ~~Jefferson~~based to ~~earn~~the achievement of certain ~~restricted~~performance ~~stock~~milestones ~~awards~~related ofto improving the Company’s ~~shares~~capital structure. Each share of ~~common~~Preferred ~~stock~~Stock is convertible into 1,000 shares of the Company’s common stock, par value $0.01 per share of common stock (“Common Stock”) upon ~~the achievement certain corporate milestones~~conversion.

InThe this connection and on January 2, 2026, the Company entered into an amendment to a restricted stock award (“RSA”) dated November 17, 2025, between the Company and Dr. Vuong Trieu, the CEO of the Company. Similar to the ICA, the RSA called for Dr. Trieu to earn certain restricted preferred stock awards (“Preferred ~~RSAs”) of shares of preferred stock of the Company, par value $0.01 (“Preferred~~ Stock”) ~~upon~~under the ~~achievement certain corporate milestones. The amendment seeks the modification of the threshold of the first milestone, contained in the~~ RSA, ~~when~~will ~~the~~vest ~~Company’s~~based ~~market capitalization exceeded $100 million~~ on ~~any single trading day’s close to $45 million on any single trading day’s close. Consistent with~~ the ~~amendment~~achievement ~~to the ICA, the amendment to the RSA seeks to enable the Company to be able to continue to build on its progress to date including making effective it’s equity line with Mast Hills, engagement~~ of ~~AGP~~four for future financing, and engaging Sichenzia, Ross and Ferrell for uplisting the Corporation’s stock to a nationally recognized stock exchange and to achieve its corporate goals contained within the said RSA. None of the other terms and/or conditions of the milestone under the RSA have been amended.milestones:

~~The~~(1) ~~foregoing~~converting ~~description~~the ofCompany’s ~~the~~outstanding ~~amendments~~$2,175,000 to2023 PPM Notes into new units (the ~~ICA~~“2025 ~~and~~Units”), ~~RSA~~with iseach ~~qualified~~2025 inUnit comprised ~~its~~of ~~entirety~~(a) bya ~~reference~~$25,000 tonote issued by the ~~full~~Company ~~text~~bearing ofannual interest at the ~~form~~rate of 12% and due and payable on the 2-year anniversary ~~such~~of ~~amendment,~~the afinal ~~copy~~closing of ~~which~~the isoffering ~~attached~~and asconvertible ~~Exhibit~~into ~~10.1~~250,000 ~~with~~shares ~~our~~of ~~Current~~the ~~Report~~Company’s onCommon ~~Form~~Stock, ~~8-K~~plus (b) 250,000 ~~and~~two ~~each~~year warrants ofto ~~which~~purchase isone ~~incorporated~~share ~~herein in~~of ~~its~~the ~~entirety~~Company’s byCommon ~~reference~~Stock at $0.12 per share;

~~Item~~ (2~~.03~~) completing ~~Creation~~an additional tranche of a$350,000 ~~Direct~~or ~~Financial~~more ~~Obligation~~in orsecured anconvertible ~~Obligation~~debt ~~under~~with anMast ~~Off-Balance~~Hill ~~Sheet~~Fund, ~~Arrangement~~L.P. oftogether with the Company’s market cap reaching a ~~Registrant~~level of $45.0 million;

~~See~~(3) ~~Item~~the 1conversion of approximately $3.013 million of short term loans held by Autotelic, ~~above~~Inc., a related party in which Dr. Trieu is the chief executive officer, which are currently due and payable, into the 2025 Units; and

~~Item~~(4) the ~~3.02~~repayment ~~Unregistered~~of ~~Sale~~$2,175,000 ofin ~~Equity~~notes ~~Securities~~underlying the 2025 Units.

~~See~~Dr. ~~Item~~Trieu has achieved the first milestone and shall receive 4,426 shares of Preferred Stock for this first milestone. In addition, Dr. Trieu can receive an additional 22,086 shares of Preferred Stock, which will vest in 3 tranches a total of 7,362 shares of Preferred Stock per milestone achieved. The issuance of the Preferred Stock is approximately 4.99% of the Common Stock outstanding on the date of the RSA and the shares underlying each milestone is approximately 1.01663% of the Common Stock outstanding shares. If on the date of the achievement of the specific milestone, ~~above~~the Common Stock outstanding exceeds the 1.663% per milestone, then Dr. Trieu will be eligible to be issued additional shares or Preferred Stock such that his ownership for under the RSA will not be less than 1.663%.

The foregoing description of the RSA is qualified in its entirety by reference to the full text of the form of such amendment, a copy of which is attached as Exhibit 10.1, with our Current Report on Form 8-K, and each of which is incorporated herein in its entirety by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

See Item 1.01 above

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description	Incorporation by reference
10.1	~~Amendment 1 to~~ Restricted Stock ~~Agreement~~Award	Filed herewith
10.2	Restricted Stock Grant – Vuong Trieu	Exhibit 10.8 filed on Form 10-Q on 11/17/2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: January 7, 2026		/s/ Vuong Trieu
Date: January 26, 2026		/s/ Vuong Trieu
	By:	Vuong Trieu
		Chief Executive Officer

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