8-K
GT Biopharma, Inc. (GTBP)
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)
June10, 2025
GTBiopharma, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State
or other Jurisdiction
of Incorporation)
| 1-40023<br><br> <br>(Commission<br><br> <br>File<br> Number) | 94-1620407<br><br> <br>(IRS<br> Employer<br><br> <br>Identification<br> No.) |
|---|
N/A1
(Addressof Principal Executive Offices and zip code)
(415)-919-4040
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each Series | Trading<br> Symbol(s) | Name<br> of each Exchange on which registered |
|---|---|---|
| Common<br> stock, $0.001 par value | GTBP | The<br> Nasdaq Stock Market LLC |
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. ☐
^1^Effective as of July 1, 2024, the Company became a fully remote company. We do not maintain a principal executive office. For purposes of compliance with applicable requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, any stockholder communication required to be sent to the Company’s principal executive offices may be directed to 505 Montgomery Street, 10th Floor, San Francisco, California 94111, or by email to auditcommittee@gtbiopharma.com.
Item1.01 Entry into a Material Definitive Agreement.
CommonShares Purchase Agreement
As previously disclosed on May 14, 2025, GT Biopharma, Inc. (the “Company”) entered into a common shares purchase agreement (the “Purchase Agreement”) with investors (each an “Investor,” and collectively, the “Investors”) relating to a committed equity facility (the “Facility”). Pursuant to the Purchase Agreement, the Company has the right from time to time at its option to sell to the Investors up to $20 million of its common stock subject to certain conditions and limitations set forth in the Purchase Agreement. Pursuant to the Purchase Agreement, the issuance of shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company, to each Investor is subject to a beneficial ownership limitation of 4.99% (the “Beneficial Ownership Limitation”), which in ease case restricts each Investor from purchasing shares of Common Stock under the Purchase Agreement which, when aggregated with all other shares of Common Stock then beneficially owned by such Investor and its affiliates, would result in the beneficial ownership by the Investor and its affiliates (on an aggregated basis) of more than 4.99% of the outstanding voting power or number of shares of Common Stock.
On June 10, 2025, the Company and the Investors entered into the First Amendment to Common Shares Purchase Agreement (the “First Amendment to Common Shares Purchase Agreement”) to increase the Beneficial Ownership Limitation to permit an Investor to beneficially own up to 9.99% of the outstanding voting power or number of shares of Common Stock under the Purchase Agreement.
The foregoing description of the First Amendment to Common Shares Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such exhibit, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
On June 9, 2025, Andrew Ritter resigned as a member of the board of directors (the “Board”) of the Company and all committees thereof.
On June 10, 2025, the Board appointed David C. Mun-Gavin as a non-employee director of the Board.
On June 10, 2025, the Board ratified the appointment of Mr. Mun-Gavin to the Audit Committee of the Board, the Compensation Committee of the Board (the “Compensation Committee) and the Nominating and Corporate Governance Committee of the Board, with Mr. Mun-Gavin serving as chair of the Compensation Committee, effective as of the date he commenced service on the Board, having determined that Mr. Mun-Gavin qualifies as “independent” in accordance with Nasdaq’s listing requirements, including those requirements specifically applicable to audit committee members.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit<br><br> <br>No. | Description |
|---|---|
| 10.1 | First Amendment to Common Shares Purchase Agreement, dated as of June 10, 2025, between the Company and the investors identified therein. |
| 104 | Cover<br> Page Interactive Date File (embedded within the Inline XRBL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GT BIOPHARMA, INC. | ||
|---|---|---|
| Date:<br> June 11, 2025 | By: | /s/ Alan Urban |
| Alan<br> Urban | ||
| Chief<br> Financial Officer |
Exhibit10.1
FIRSTAMENDMENT TO COMMON SHARES PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO COMMON SHARES PURCHASE AGREEMENT (this “Amendment”), dated as of June 10, 2025, by and between Five Narrow Lane, L.P., a Delaware limited partnership And/or its assignee and Bristol Capital, LLC, a Delaware limited liability company and/or its assignee (each an “Investor” and together, the “Investors”), and GT Biopharma, Inc. a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Purchase Agreement (as defined below).
RECITALS
A. The Company and the Investors are parties to that certain Common Shares Purchase Agreement, dated as of May 14, 2025 (the “PurchaseAgreement”).
B. Pursuant to Section 10.6 of the Purchase Agreement, the Purchase Agreement may be amended upon the written consent by the Company and the Investors.
NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
AMENDMENTS
| 1. | Amendment.<br> Section 3.4 of the Purchase Agreement is hereby amended and restated in its entirety to read<br> as follows: |
|---|
Section3.4. Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, (i) Five Narrow Lane, L.P. shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement which, when aggregated with all other Common Shares then beneficially owned by Five Narrow Lane, L.P. and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by Five Narrow Lane, L.P. and its affiliates (on an aggregated basis) of more than 4.99% of the outstanding voting power or number of Common Shares, and (ii) Bristol Capital, LLC shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement which, when aggregated with all other Common Shares then beneficially owned by Bristol Capital, LLC and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by Bristol Capital, LLC and its affiliates (on an aggregated basis) of more than 9.99% of the outstanding voting power or number of Common Shares (collectively, the “Beneficial Ownership Limitation”). Upon the written request of an Investor, the Company shall promptly (but not later than the next business day on which the Transfer Agent is open for business) confirm orally or in writing to the Investor the number of Common Shares then outstanding. The Investors and the Company shall each cooperate in good faith in the determinations required under this Section 3.4 and the application of this Section 3.4. The Investor’s written certification to the Company of the applicability of the Beneficial Ownership Limitation, and the resulting effect thereof hereunder at any time, shall be conclusive with respect to the applicability thereof and such result absent manifest error.
| 2. | Securities<br> Laws Disclosure. The Company shall, by not later than 8:30 a.m. (local time in New York,<br> New York) on June 11, 2025, file a Current Report on Form 8-K, disclosing the terms of this<br> Amendment, and including a copy of this Amendment (or the form thereof) as an exhibit thereto,<br> with the Commission. |
|---|---|
| 3. | Effect<br> of Amendment. Except as specifically amended herein, all terms of the Purchase Agreement<br> shall remain in full force and effect and are hereby ratified and affirmed. In the event<br> and to the extent of any conflict between the terms of the Purchase Agreement and this Amendment,<br> this Amendment shall control. The Purchase Agreement may not be further amended or modified<br> except as set forth in the Purchase Agreement. Each reference in the Purchase Agreement to<br> the Purchase Agreement shall mean the Purchase Agreement as amended hereby. |
| --- | --- |
| 4. | Counterparts/Telecopy.<br> This Amendment may be executed in any number of counterparts, each of which when so executed<br> and delivered shall be an original, but all of which shall constitute one and the same instrument.<br> Delivery of executed counterparts of this Amendment by telecopy or other secure electronic<br> format (.pdf) shall be effective as an original. |
| --- | --- |
| 5. | Entire<br> Agreement, Amendment and Waiver. This Amendment, together with the Purchase Agreement<br> and the Transaction Documents, constitute the entire agreement of the parties hereto and<br> thereto relating to the subject matter hereof and thereof and supersede all prior and contemporaneous<br> contracts or agreements with respect thereto, whether oral or written. This Amendment may<br> not be amended, modified or supplemented and no waivers of consents to or departures from<br> the provisions hereof may be given except pursuant to a writing signed by all of the parties<br> hereto. |
| --- | --- |
| 6. | Successors<br> and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties<br> hereto and their successors and permitted assigns. |
| --- | --- |
| 7. | Headings.<br> The headings of the sections hereof are provided for convenience only and shall not in any<br> way affect the meaning or construction of any provision of this Amendment. |
| --- | --- |
| 8. | Severability.<br> If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the<br> legality, validity and enforceability of the remaining provisions of this Amendment shall<br> not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations<br> to replace the illegal, invalid or unenforceable provisions with valid provisions the economic<br> effect of which comes as close as possible to that of the illegal, invalid or unenforceable<br> provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate<br> or render unenforceable such provision in any other jurisdiction. |
| --- | --- |
| 9. | Further<br> Assurances. The parties shall execute and deliver such additional documents and instruments<br> and perform such additional acts as may be necessary or appropriate to effectuate, carry<br> out, and perform all of the terms, provisions, and conditions of this Amendment and the transactions<br> contemplated hereby |
| --- | --- |
[signaturepages follow]
INWITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.
| COMPANY: | |
|---|---|
| GT Biopharma, Inc. | |
| By: | /s/<br> Michael Breen |
| Name: | Michael<br> Breen |
| Its: | Executive<br> Chairman and Chief Executive Officer |
[SignaturePage to Amendment No. 1 to Purchase Agreement]
INWITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.
| PURCHASERS: | |
|---|---|
| FIVE NARROW LANE, L.P. | |
| By: | /s/<br> Arie Rabinowitz |
| Name: | Arie<br> Rabinowitz |
| Its: | Partner |
[SignaturePage to Amendment No. 1 to Purchase Agreement]
INWITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.
| PURCHASERS: | |
|---|---|
| BRISTOL CAPITAL LLC | |
| By: | /s/<br> Paul Kessler |
| Name: | Paul<br> Kessler |
| Its: | Principal |
[SignaturePage to Amendment No. 1 to Purchase Agreement]