{"url_path":"/sec/otlc/8-k/2026-07-14/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/908259/0001493152-26-033171-index.html","accession_number":"0001493152-26-033171","cik":"0000908259","ticker":"OTLC","issuer_name":"Oncotelic Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/908259/0001493152-26-033171-index.html","primary_entity_key":"0000908259","primary_entity_name":"Oncotelic Therapeutics, Inc."},"word_count":458,"has_tables":true,"body_markdown":"**Item\n5.02**\n**Departure\nof Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\nOn\nJuly 10, 2026, the board of directors (the “*Board*”) of Oncotelic Therapeutics, Inc. (the “*Company*”)\napproved the granting of certain restricted stock units (“*RSUs*”) to the Company’s directors and officers and\nto certain employees and advisors, that are employed by the Company or affiliates of the Company, pursuant to the terms of Restricted\nStock Unit Award Agreements (the “*RSU Agreements*”). In the aggregate 17,796 RSUs were awarded, including the RSUs\nissued to the Company’s directors and officers.\n\n \n\nEach\nRSU represents the contingent right to receive one (1) share of the Company’s Series A Convertible Preferred Stock, par value $0.01\n(“*Preferred*Stock”), subject to performance and time-based vesting. Each share of Preferred Stock is convertible,\nby its terms, into 1,000 shares of the Common Stock.\n\n \n\nThe\nRSUs will vest if the Company’s common stock, par value $0.01 per share (“*Common Stock*”) is uplisted onto a\nnational stock exchange on or before June 30, 2027, or such period as extended by the Board, subject to the recipient’s continuing\nto remain in service with the Company or its affiliated entity for a period six months after such uplisting. Each RSU will be settled\nby delivery of Preferred Stock immediately upon vesting. If the uplisting does occur not by June 30, 2027, or such period as extended\nby the Board, or, the recipient’s continuous service terminates before six months following the uplisting, then the RSUs would\nexpire and automatically be forfeited.\n\n \n\nThe\nnames of the directors and officers who have received RSU awards, their titles, and the number of RSUs granted are reflected in the table\nbelow:\n\n \n\nName\nof the person\n \nDirector\nor Officer\n \nNumber\nof RSUs granted\n\nVuong\nTrieu, Ph.D.\n \nDirector,\nChairman of the Board and Chief Executive Officer\n \n2,000\n\nAnthony\nE. Maida III, Ph.D., M.A., M.B.A.\n \nDirector\nand Chief Medical Officer – Translation Medicine\n \n1,500\n\nSteven\nW. King\n \nDirector\n \n250\n\nSeymour\nFein, M.D.\n \nChief\nMedical Officer and Chief Regulatory Officer\n \n250\n\nSaran\nSaund\n \nChief\nBusiness Officer\n \n1,500\n\nAmit\nShah\n \nChief\nFinancial Officer\n \n1,500\n\n \n\nThe\nRSUs have been granted at no cost to all the recipients and are subject to the terms and conditions of the RSU Agreement between the\nCompany and the recipient.\n\n \n\nThe\nissuance of the RSUs is exempt from the registration requirements of the Securities Act of 1933, as amended (“*Securities Act*”),\nin reliance on the exemptions provided by Section 4(a)(2) of the Securities Act.\n\n \n\nThe\nforegoing descriptions of the RSU Agreement is qualified in their entirety by reference to the full text of the form of such agreements,\na copies of which is attached as Exhibit 10.1, and which is incorporated herein in its entirety by reference."}