UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Effective as of July 1, 2024, the Company became a fully remote company. We do not maintain a principal executive office. For purposes
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 8, 2026, the Board of Directors (the “Board”) of GT Biopharma, Inc., a Delaware corporation (the “Company”) approved an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws, effective June 8, 2026, to reduce the number of shares that are required to be present in person or by proxy at a meeting of the Company’s stockholders (a “Meeting”) for purposes of establishing a quorum. Prior to the Amendment, the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote was required to establish a quorum for the transaction of business at a Meeting. As approved in the Amendment, the presence, in person or by proxy duly authorized, of the holders of not less than one-third (1/3) of the outstanding shares of stock entitled to vote will constitute a quorum for the transaction of business at a Meeting.
The Board adopted the Amendment to be better able to obtain a quorum and conduct business at a Meeting. The Board based its decision on the increasing prevalence of brokerage firms opting to forgo discretionary or proportionate voting of the shares held by them in street name, which is making it increasingly difficult for companies to obtain a quorum of the majority. The change to the quorum requirement was made to improve the Company’s ability to hold Meetings when called.
The foregoing description of the Amendment is qualified by reference to the full text of the Amendment, which is attached to this Form 8-K as Exhibit 3.1, and which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description | |
| 3.1 | Amendment No. 1 to the Amended and Restated Bylaws of GT Biopharma, Inc. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
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: June 12, 2026 | By: | /s/ Alan Urban |
| Alan Urban | ||
| Chief Financial Officer | ||
Exhibit 3.1
AMENDMENT NO. 1
TO THE AMENDED AND RESTATED BYLAWS
OF
GT BIOPHARMA, INC.
The Amended and Restated Bylaws (“Bylaws”) of GT Biopharma, Inc. (the “Corporation”), are hereby amended as follows, effective June 8, 2026:
| 1. | Section 2.6 of the Bylaws of the Corporation is hereby amended and restated in its entirety to read as follows: |
“2.6. Quorum. At all meetings of stockholders, except where otherwise provided by law, the Certificate of Incorporation, or these Bylaws, the presence, in person or by proxy duly authorized, of the holders of not less than one-third (1/3) of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. Where a separate vote by a class or series or classes or series is required, not less than one-third (1/3) of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except where otherwise provided by law, the Certificate of Incorporation or these Bylaws. Any shares, the voting of which at said meeting have been enjoined, or which for any reason cannot be lawfully voted at such meeting, shall not be counted to determine a quorum at said meeting. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, by the chairman, which shall be in the discretion of the chairman and without any action by the stockholders. At such adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.”
| 2. | Except as specifically amended herein, the Bylaws shall remain unchanged and in full force and effect. |
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The undersigned hereby certifies that he is the duly elected or appointed, qualified, and acting Secretary of GT Biopharma, Inc., a Delaware corporation, and that the foregoing Amendment to the Bylaws constitutes the entire amendment to the Bylaws, as duly adopted by the Board of Directors on June 8, 2026.
| /s/ Alan Urban | |
| Name: Alan Urban | |
| Title: Chief Financial Officer and Secretary |
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