$OTLC·8-K

Oncotelic Therapeutics, Inc. · May 5, 4:21 PM ET

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Oncotelic Therapeutics, Inc. 8-K

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Oncotelic Therapeutics Announces Completion of Merger with Lunai Bioworks

What Happened

  • Oncotelic Therapeutics, Inc. (through its wholly owned subsidiary Oncotelic Inc.) entered into an Agreement and Plan of Merger on April 27, 2026 with Lunai Bioworks, Inc. and related parties. Pursuant to the agreement, Neurobridge IP Holdings Incorporated merged into Lunai Bioworks IP, Inc. (the Merger Sub) in a triangular merger.
  • The Merger closed on May 1, 2026, with Merger Sub surviving as a wholly owned subsidiary of Lunai Bioworks. The 8‑K also discloses related intellectual property assignment and an Asset Transfer Agreement executed April 30, 2026, and notes unregistered sales of equity securities in connection with that asset transfer.

Key Details

  • Merger Agreement dated April 27, 2026; Merger completed May 1, 2026.
  • Parties: Lunai Bioworks, Inc.; Merger Sub — Lunai Bioworks IP, Inc.; Holdings — Neurobridge IP Holdings Incorporated; Holders — Oncotelic and Pelerin Therapeutics Inc.
  • Related documents filed as exhibits include the Merger Agreement, IP assignment agreements, and an Asset Transfer Agreement (filed as exhibits 2.1, 10.1–10.3).
  • The 8‑K reports unregistered issuance of equity securities tied to the Asset Transfer Agreement.

Why It Matters

  • This filing documents a completed corporate transaction that transfers Neurobridge IP assets into a subsidiary of Lunai Bioworks and records accompanying IP assignments and asset-transfer arrangements—changes that could affect Oncotelic’s asset base and equity holdings.
  • The 8‑K does not disclose purchase price or detailed financial terms; investors should watch for future filings (e.g., pro forma financials or disclosures) for the transaction’s financial impact and any related changes to operations or capitalization.

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