Exempt Offering Notice · D

Oncotelic Therapeutics, Inc.

OTLCOTCEQUITYCurrent

Exempt Offering Notice

Filed Jul 22, 2026Accepted Jul 22, 2026, 4:00 PM EDTFiling CIK 908259Accession 0001493152-26-034225

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Structured filing — D

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Issuer

Name: Oncotelic Therapeutics, Inc.
CIK: 0000908259
Entity type: Corporation
Jurisdiction: DELAWARE
Phone: 650-635-7000
Street: 29397 AGOURA ROAD
Street (continued): SUITE 107
City: AGOURA HILLS
State / country code: CA
State / country: CALIFORNIA
Postal code: 91301
Incorporated more than five years ago: true
Previous EDGAR names: MATEON THERAPEUTICS INC · OXIGENE INC

Related person 1

First name: VUONG
Last name: TRIEU
Relationships: Executive Officer · Director
Street: 29397 AGOURA ROAD
Street (continued): SUITE 107
City: AGOURA HILLS
State / country code: CA
State / country: CALIFORNIA
Postal code: 91301

Related person 2

First name: STEVEN
Last name: KING
Relationships: Director
Street: 29397 AGOURA ROAD
Street (continued): SUITE 107
City: AGOURA HILLS
State / country code: CA
State / country: CALIFORNIA
Postal code: 91301

Related person 3

First name: ANTHONY
Last name: MAIDA
Relationships: Executive Officer · Director
Street: 29397 AGOURA ROAD
Street (continued): SUITE 107
City: AGOURA HILLS
State / country code: CA
State / country: CALIFORNIA
Postal code: 91301

Related person 4

First name: SHAH
Last name: AMIT
Relationships: Executive Officer
Street: 29397 AGOURA ROAD
Street (continued): SUITE 107
City: AGOURA HILLS
State / country code: CA
State / country: CALIFORNIA
Postal code: 91301

Related person 5

First name: SEYMOUR
Last name: FEIN
Relationships: Executive Officer
Street: 29397 AGOURA ROAD
Street (continued): SUITE 107
City: AGOURA HILLS
State / country code: CA
State / country: CALIFORNIA
Postal code: 91301

Related person 6

First name: SARAN
Last name: SAUND
Relationships: Executive Officer
Street: 29397 AGOURA ROAD
Street (continued): SUITE 107
City: AGOURA HILLS
State / country code: CA
State / country: CALIFORNIA
Postal code: 91301

Offering

Industry: Biotechnology
Revenue range: No Revenues
Exemption codes: 06b
Amendment: false
First sale date: 2026-07-10
Offering lasts more than one year: true
Equity securities: true
Option, warrant or other right to acquire a security: true
Business combination: false
Minimum investment accepted: 0
Total offering amount: 711,840
Amount sold: 711,840
Remaining amount: 0
Amount clarification: RSUs, CONVERTIBLE INTO CONV. SERIES A PREF. SHARES, THEN INTO COMMON STOCK. GRANTED TO D&Os, EMPOYEES AND ADVISORS FOR SERVICES TO THE COMPANY. RSUs ARE CONTINGENT UPON ACHIEVEMENT OF CERTAIN CORPORATE MILESTONES
Non-accredited investors reported: true
Non-accredited investor count: 33
Investors already participating: 33

Commissions, fees and proceeds

Sales commissions: 0
Finders’ fees: 0
Commission / fee clarification: RSUs, CONVERTIBLE INTO CONV. SERIES A PREF. SHARES, THEN INTO COMMON STOCK. GRANTED TO D&Os, EMPOYEES AND ADVISORS FOR SERVICES TO THE COMPANY. RSUs ARE CONTINGENT UPON ACHIEVEMENT OF CERTAIN CORPORATE MILESTONES
Gross proceeds used: 0
Use of proceeds clarification: RSUs, CONVERTIBLE INTO CONV. SERIES A PREF. SHARES, THEN INTO COMMON STOCK. GRANTED TO D&Os, EMPOYEES AND ADVISORS FOR SERVICES TO THE COMPANY. RSUs ARE CONTINGENT UPON ACHIEVEMENT OF CERTAIN CORPORATE MILESTONES

Sales compensation recipient 1

Name: N.A.
CRD: None
Associated broker-dealer: None
Broker-dealer CRD: None
Foreign solicitation: true
Street: None
City: None
State / country code: XX
State / country: Unknown
Postal code: None
States of solicitation: CA · CT · OH
Solicitation description: CALIFORNIA · CONNECTICUT · OHIO

Signature authorization

Authorized representative: false

Signature 1

Issuer: Oncotelic Therapeutics, Inc.
Signer: VUONG TRIEU
Signed: /s/ VUONG TRIEU
Title: CEO
Date: 2026-07-22

Company context

We are a clinical-stage biopharmaceutical company developing drugs for the treatment of orphan oncology indications, developing antisense and small molecule injectable drugs for the treatment of cancer. After the acquisition of Mateon Therapeutics, Inc through a reverse merger in 2019, we realigned the company pipeline to focus on various cancers, including but not limited to rare pediatric cancers. The United States Food and Drug Administration (“FDA”) has granted us Rare Pediatric Designations (“RPD”) for pediatric Diffuse Intrinsic Pontine Glioma (“DIPG”) for OT-101, which was transferred to our joint venture as part of the joint venture agreement (see “JV” below), pediatric melanoma for CAP4 and acute myeloid leukemia (“AML”) for Oxi4503. In addition, the Company, through it’s JV, is developing 5 additional products for treatments of various cancers. Each of the products being developed by the JV has the potential of becoming very successful drugs. The JV is contemplating developing and obtaining regulatory approval for each of the 5 additional products via different regulatory pathways and in various countries and regions. Further, the Company aims to capitalize on a voucher program in the United States (“US”). By focusing on capitalizing on the RPD we anticipate: 1) reducing the cost of clinical development by way of a smaller and faster clinical trial, 2) acceleration of the approval process and final approval, 3) obtaining regulatory/ marketing exclusivity for up to 1

Current securities

OTLCOTC · EQUITY · Current

Historical securities (2)

MATNNYSE_AMERICAN · EQUITY · Historical · closed Mar 29, 2021 MATNOTC · EQUITY · Historical · closed Mar 30, 2021

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