GT Biopharma, Inc 8-K, filed Feb 11, 2021
GT Biopharma, Inc. (GTBP)
8-K
2021-02-11
For: 2021-02-10
View Original
Added on
April 10, 2026
About this 8-K
GT Biopharma, Inc filed this 8-K on February 11, 2021, reporting on events of February 10, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 10,
2021
GT Biopharma, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-08092
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94-1620407
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(State
or other jurisdiction of incorporation or
organization)
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(Commission
File Number)
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(IRS Employer Identification No.)
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9350 Wilshire Blvd. Suite 203
Beverly Hills, CA 90212
Phone: (800) 304-9888
(Address,
including zip code, and telephone number, including area code,
of
registrant’s
principal executive offices)
N/A
(Former
name, former address and former fiscal year, if changed since last
report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐ Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule l 4a- l 2 under
the Exchange Act (17 CFR 240. l 4a- l 2)
☐ Pre-commencement communications pursuant to Rule l
4d-2(b) under the Exchange Act (17 CFR 240. l 4d-2(b))
☐ Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240. l
3e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of exchangeon which registered
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Common
Stock, par value $0.001 per share
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GTBP
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Nasdaq
Capital Market
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 1.01 Entry into a Material Definitive Agreement
On February 11, 2021, GT Biopharma, Inc. (the
“Company”) entered
into an underwriting agreement (the “Underwriting
Agreement”) with Roth Capital Partners, LLC as representative
of the underwriters set forth on Schedule I thereto (collectively,
the “Underwriters”), relating to the Company’s
offering of 4,300,000 units consisting of (i) one share of
the Company’s common stock and (ii) one warrant to purchase
one share of common stock (the “Units”) (or, at the
option of the purchaser, one pre-funded warrant to purchase one
share of common stock and one warrant to purchase one share of
common stock (the “Pre-Funded Units”)) and
the grant of an over-allotment option to the Underwriters not to
exceed 15% of the aggregate Units and Pre-Funded Units sold
(“Optional
Shares”), in an underwritten public offering (the
“Offering”), as well as
the issuance of a warrant to the Underwriters to purchase a number
of securities equal to 5% of the securities sold in the Offering at
an exercise price equal to 125% of the public offering price of the
combination of shares and warrants for a five-year term (the
“Underwriters’
Warrant”).
The Company agreed to sell the Units and Pre-Funded Units to the
Underwriters at a price of $5.06 per Unit or Pre-Funded Unit, as
applicable, and at an initial price to the public of $5.50 per Unit
or Pre-Funded Unit, as applicable, with each warrant included in
such Unit or Pre-Funded Unit being exercisable for one share of
common stock at an exercise price of $5.50.
The Offering is made pursuant to the Company’s registration
statement on Form S-1 (File No. 333-251311), as amended, under the
Securities Act of 1933, as amended (the “Securities
Act”) and its registration statement on Form S-1 filed under
Rule 462(b) promulgated under the Securities Act.
The Underwriting Agreement includes customary representations,
warranties and covenants by the Company. It also provides that the
Company will indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act, or
contribute to payments the Underwriters may be required to make
because of any of those liabilities.
The closing of the Offering is expected to occur on February 16,
2021, subject to customary closing conditions. Effective as of the
opening of market trading on February 11, 2021, the Common Stock
began trading on the Nasdaq Capital Market under the symbol
GTBP.
The foregoing description of the Underwriting Agreement and Underwriters’ Warrant is a
summary of the material terms thereof, does not purport to be
complete and is qualified in its entirety by reference to the full
text of the Underwriting
Agreement, which is
filed with this report as Exhibit 1.1, and the form of Underwriters’
Warrant.
Item 5.03 Amendments to Certificate of Incorporation or Bylaws;
Change in Fiscal Year
Effective February 10, 2021 at 5:30 p.m., Eastern time (the
“Effective Time”), the Company amended its Certificate
of Incorporation (the “Amendment”) to effect a reverse
stock split of the Company’s common stock at a ratio of
1-for-17 (the “Stock Combination”).
There shall be no fractional shares issued as a result of the Stock
Combination. In lieu thereof, the aggregate of all fractional
shares otherwise issuable to the holders of record of old common
stock shall be issued to the Company’s transfer agent for the
accounts of all holders of record of old common stock otherwise
entitled to have a fraction of a share issued to them. The sale of
all fractional interests will be effected by the transfer agent as
soon as practicable after the Effective Time on the basis of
prevailing market prices of the applicable new common stock. After
such sale, the transfer agent will pay to such holders of record
their pro rata share of the net proceeds derived from the sale of
the fractional interests.
The Stock Combination will not reduce the number of authorized
shares of common stock. As a result, after giving effect to the
Stock Combination, the Company will remain authorized to issue a
total of 750,000,000 shares of common stock, $0.001 par value per
share.
The foregoing description of the Amendment is a summary of the
material terms thereof, does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Amendment, which is filed with this report as Exhibit 3.1 and
herein incorporated by reference.
Item 9.01 Exhibits
(d)
Exhibits
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Underwriting
Agreement, dated February 11, 2021, by and between GT Biopharma,
Inc. and Roth Capital Partners, LLC (incorporated by reference to
Exhibit 1.1 to the Company’s Registration Statement on Form
S-1 (Registration No. 333-241311) filed on February 8,
2021)
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Certificate
of Amendment of Certificate of Incorporation of GT Biopharma,
Inc.
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SIGNATURE PAGE
Pursuant
to the requirement of the Securities and Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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GT
Biopharma, Inc.
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Dated: February 11,
2021
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By:
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/s/ Michael
Handelman
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Michael
Handelman
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Chief Financial
Officer
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Exhibit 3.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
GT Biopharma, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware
(the “Corporation”), does hereby
certify:
FIRST: That the Board of Directors of the Corporation duly adopted
a resolution by the unanimous written consent of its members
proposing and declaring fair, reasonable and advisable and in the
best interest of the Company and its stockholders the
following amendment to the Restated Certificate of Incorporation of the
Corporation (as amended, the “Certificate of
Incorporation”) and recommending that the stockholders of the
Corporation consider and approve the resolution. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation be amended by
replacing in its entirety the first paragraph of Article FOURTH so
that, as amended, the paragraph shall be and read as
follows:
“I. COMMON STOCK
Upon this Certificate of Amendment becoming effective pursuant to
the Delaware General Corporation Law at 5:30 p.m., Eastern time, on
February 10, 2021 (the “Effective Time”), each 17
shares of Common Stock issued and outstanding (the “Old
Common Stock”) immediately prior to the Effective Time shall
automatically without further action on the part of the Company or
any holder of Old Common Stock, be combined and changed into one
(1) duly authorized, fully paid and non-assessable share of
new common stock (the
“New Common Stock”) (the “Stock Combination”). From and after the
Effective Time, certificates representing the Old Common Stock
shall represent the number of whole shares of New Common Stock into
which such Old Common Stock shall have been combined pursuant to
this Certificate of Amendment. There shall be no fractional shares
issued with respect to the New Common Stock. In lieu thereof, the
aggregate of all fractional shares otherwise issuable to the
holders of record of Old Common Stock shall be issued to the
Corporation’s transfer agent (the “Transfer
Agent”), as agent, for
the accounts of all holders of record of Old Common Stock otherwise
entitled to have a fraction of a share issued to them. The sale of
all fractional interests will be effected by the Transfer Agent as
soon as practicable after the Effective Time on the basis of
prevailing market prices of the applicable New Common Stock at the
time of sale. After such sale and upon the surrender of the
stockholders’ stock certificates, the Transfer Agent will pay
to such holders of record their pro rata share of the net proceeds
derived from the sale of the fractional interests. After giving
effect to the Stock Combination, the Company is authorized to issue
a total of 750,000,000 shares of Common Stock, $0.001 par value per
share. Dividends may be paid on the Common Stock as and when and if
declared by the Board of Directors, out of any funds of the Company
legally available for the payment of such dividends, and each share
of Common Stock will be entitled to one vote on all matters on
which such stock is entitled to vote.”
SECOND: That in lieu of a meeting and vote of all of the
stockholders, the stockholders holding shares representing no less
than the majority of voting power with respect to the matters to be
acted upon (inclusive of holders of outstanding shares of Common
Stock entitled to vote, or outstanding shares of
Preferred Stock entitled to vote on an
as converted basis or otherwise, voting together as a single class)
have given consent to said amendment in accordance with the provisions of
Section 228 of the General Corporation Law of the State of
Delaware.
THIRD: That said amendment was
duly adopted in accordance with the provisions of Section 242 of
the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed this 9th day of February, 2021.
By: /s/ Michael
Handelman
Name: Michael Handelman
Title: Chief Financial Officer