Oncotelic Therapeutics, Inc. 8-K

What Happened

• On July 10, 2026, Oncotelic Therapeutics, Inc. announced the grant of 17,796 restricted stock units (RSUs) to directors, officers and certain employees/advisors. The RSUs were issued at no cost and are governed by Restricted Stock Unit Award Agreements filed as Exhibit 10.1.
• Each RSU is the contingent right to one share of the Company’s Series A Convertible Preferred Stock (par value $0.01), and each Preferred share is convertible into 1,000 shares of common stock. RSUs vest only if the Company’s common stock is uplisted to a national exchange on or before June 30, 2027 (or a Board‑extended date) and the recipient remains in service for six months after uplisting. Upon vesting each RSU will be settled by delivery of Preferred Stock; if the uplist does not occur by the deadline or the required service period is not met, the RSUs expire and are forfeited.

Key Details

• Total RSUs granted: 17,796 (granted at no cost).
• Named recipients and RSUs: Vuong Trieu (CEO/Chair) 2,000; Anthony E. Maida III (Director/Chief Medical Officer – Translation Medicine) 1,500; Steven W. King (Director) 250; Seymour Fein (CMO/Chief Regulatory Officer) 250; Saran Saund (Chief Business Officer) 1,500; Amit Shah (CFO) 1,500. Remaining RSUs were granted to other employees/advisors.
• Conversion potential: If all 17,796 RSUs vest and are converted per their terms, they could correspond to 17,796 Preferred shares convertible into up to 17,796,000 common shares.
• Regulatory note: The RSU issuance is exempt from registration under Section 4(a)(2) of the Securities Act.

Why It Matters

• For investors, these awards tie management and key staff incentives to an uplisting event: the RSUs only vest if Oncotelic uplists to a national exchange by the specified deadline and recipients stay employed for six months post‑uplist.
• There is potential dilution if RSUs vest and Preferred shares are converted into common stock—up to 17.8 million common shares based on the stated conversion ratio—so shareholders should monitor progress toward uplisting and any subsequent filings that describe actual issuances or conversions.