NOTE 10 - RELATED PARTY TRANSACTIONS

Master Service Agreement with Autotelic Inc.

In October 2015, Oncotelic entered into a Master Service Agreement (the “MSA”) with Autotelic Inc., a related party that is partly owned by the Company’s CEO Vuong Trieu, Ph.D. Dr. Trieu, a related party, is a control person in Autotelic Inc. Autotelic Inc. currently owns less than 10% of the Company. The MSA stated that Autotelic Inc. would provide business functions and services to the Company and allowed Autotelic Inc. to charge the Company for these expenses paid on its behalf. The MSA includes personnel costs allocated based on amount of time incurred and other services such as consultant fees, clinical studies, conferences and other operating expenses incurred on behalf of the Company. The MSA requires a 90-day written termination notice in the event either party requires to terminate such services.

Expenses related to the MSA were approximately $500 and $1,000 for the three and six months ended June 30, 2026 and 2025, respectively.

License Agreement with Autotelic Inc.

In September 2021, the Company entered into an exclusive License Agreement with Autotelic. For more information on the exclusive license Agreement with Autotelic, refer to our 2025 Annual Report on Form 10-K filed with SEC on April 15, 2026.

Notes Payable and Short-Term Loan – Related Parties

In April 2019, the Company issued a convertible note to Dr. Trieu totaling $164,444, including OID of $16,444, receiving net proceeds of $148,000, which was used by the Company for working capital and general corporate purposes. The Company issued a Fall 2019 Note to Dr. Trieu in the principal amount of $250,000. Dr. Trieu also offset certain amounts due to him in the amount of $35,000 and was converted into the Fall 2019 debt. As of January 1, 2025, Dr Trieu had provided a short-term loan of $50,000 to the Company. During the year ended December 31, 2025, Dr. Trieu converted his holding in PPM-2 of $125,000 into a short-term loan with the Company. As such, the balance due and payable to Dr. Trieu, as of June 30, 2026, and December 31, 2025, was $175,000.

In November 2025, the Company entered into a restricted stock agreement (the “RSA-1”) with Dr. Trieu, to provide incentive compensation for his extra-ordinary efforts and time to raise capital and successful achievement of certain milestones. The RSA-1 provides for a grant of up to 24,387,516 shares of our unissued Series A Convertible preferred stock (“Preferred Stock”), subject to achievement of certain milestones. Each share of Preferred Stock is convertible into 1,000 shares of the Company’s Common Stock and votes with the Common Stock on an as converted basis.

In January 2026, the Company entered into another restricted stock agreement (the “RSA-2”) with Dr. Trieu, to provide incentive compensation for his extra-ordinary efforts and time to raise capital and successful achievement of certain milestones. The restricted stock agreement provides for a grant of up to 26,512 shares of our Preferred Stock, subject to achievement of certain milestones. Each share of Preferred Stock is convertible into 1,000 shares of the Company’s Common Stock and votes with the Common Stock on an as converted basis.

As of December 31, 2025, Dr. Trieu had earned 12,196 shares of Preferred Stock. As of June 30, 2026, Dr. Trieu earned an additional 8,131 shares of Preferred Stock.

As of January 1, 2025, approximately $2 million was outstanding and payable to Autotelic. During the year ended December 31, 2025, Autotelic Inc. provided additional short-term funding of approximately $1.0 million to the Company. During the six months ended June 30, 2026, Autotelic Inc. provided additional short-term funding of approximately $75,000 to the Company. As such, approximately $3.1 million was outstanding and payable to Autotelic at June 30, 2026.

Contingent shares issuable to Autotelic

The Company is contingently obligated to issue equity of ten percent (10%) of the fully diluted outstanding shares of the Company, issuable on an uplisting of its capital stock to NASDAQ. No cash was paid for the Asset Transfer Agreement. For more information, refer to Note 9 – Lunai Bioworks Transactions: Asset Transfer Agreement and Note 15 – Commitment and Contingencies: Autotelic Asset Transfer Consideration.

Artius Consulting Agreement

In March 2020, the Company and Artius Bioconsulting, LLC (“Artius”), for which Mr. King is the Managing Member, entered into an amendment to the Consulting Agreement dated December 1, 2018, under which Artius agreed to serve as a consultant to the Company for services related to the Company’s business from time to time. For more information on this Agreement, refer to our 2025 Annual Report on Form 10-K filed with the SEC on April 15, 2026.

No expense was recorded during the three or six months ended June 30, 2026 and 2025 related to this Agreement.

Mosaic ImmunoEngineering, Inc.

In April 2024, the Company entered into a Term Sheet with Mosaic. For more information on the Term Sheet, refer to Note 1 of this Quarterly Report. Steven King, our Board member, is the CEO of Mosaic. The Company had advanced $40 thousand to Mosaic in accordance with the terms of the Term Sheet, and Mosaic has repaid the amount, with interest to the Company as of December 31, 2024. In addition, the Company, on behalf of our JV, had entered into an agreement with Mosaic to provide consulting services related to CMC activities for the JV. The expenses for these services have been paid for by the JV. As such, the Company has not recorded any expenses or accounts payable in this regard during the three months ended June 30, 2026 or 2025, related to this Agreement.

Maida Consulting Agreement

Effective May 5, 2020, the Company and Dr. Maida entered into an independent consulting agreement, commencing April 1, 2020, under which Dr. Maida will assist the Company in providing medical expertise and advice from time to time in the design, conduct and oversight of the Company’s existing and future clinical trials. For more information on this Agreement, refer to our 2025 Annual Report on Form 10-K filed with the SEC on April 15, 2026.

Effective April 1, 2022, Dr. Maida’s compensation has been borne by the JV. No expense was recorded during the three and six months ended June 30, 2026, and 2025 related to this Agreement.