Material Agreement (Form 8-K)

On June 23, 2026, Oncotelic Therapeutics, Inc. (the "Company" or "Our") entered into a Securities Purchase Agreement (the "2026 Pacific Pier SPA"), with Pacific Pier Capital II, LP ("Pacific Pier"), and the Company issued a convertible promissory note in the aggregate gross principal amount of $178,410 (the "2026 Pacific Pier Note"). The 2026 Pacific Pier Note is convertible into shares of the Company's common stock, par value $0.01 per share ("Common Stock").

The 2026 Pacific Pier Note has an original issue discount of 12%, carries an interest rate of 12% per annum and matures on the earlier of (a) the one-year anniversary of the date of the 2026 Pacific Pier SPA, or (b) the acceleration of the maturity of the 2026 Pacific Pier Note by Pacific Pier upon occurrence of an Event of Default (as defined below) or (c) on prepayment in full. The 2026 Pacific Pier Note contains a voluntary conversion mechanism whereby Pacific Pier may convert the outstanding principal and accrued interest under the terms of the 2026 Pacific Pier Note into shares of Common Stock (the "Conversion Shares"), at a fixed price of $0.06 per share (the "Conversion Price") or 85% of the lowest traded price of the Common Stock on the Principal Market on any Trading Day during the ten (10) Trading Days prior to the respective Conversion Date, subject to adjustments upon the occurrence of certain corporate events. The Company also issued 500,000 shares of Common Stock of the Company as commitment shares ("Commitment Shares") to Pacific Pier. Prepayment of the 2026 Pacific Pier Note may be made at any time upon three trading days' after six months of the date of the 2026 Pacific Pier Note, with prior written notice to the respective holder, by payment of the then outstanding principal amount plus accrued and unpaid interest and reimbursement of such holder's administrative fees. The 2026 Pacific Pier Note contains customary events of default (each an "Event of Default"). If an Event of Default occurs, at the respective holder's election, the outstanding principal amount of the 2026 Pacific Pier Note, plus accrued but unpaid interest, will become immediately due and payable in cash and at a default interest at 16%.

The issuance of the 2026 Pacific Pier Note and the Commitment Shares are exempt from the registration requirements of the Securities Act of 1933, as amended ("Securities Act"), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act. The shares of Common Stock issuable upon conversion of the 2026 Pacific Pier Note and the Commitment Shares have not been registered under the Securities Act or any other applicable securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act.

The foregoing descriptions of the 2026 Pacific Pier Purchase Agreement, the 2026 Pacific Pier Note and Pacific Pier Registration Rights Agreement are qualified in their entirety by reference to the full text of the form of such agreements, copies of which are attached as Exhibit 10.1 and 10.2, respectively, and each of which is incorporated herein in its entirety by reference.