GT Biopharma, Inc 8-K/A, filed Aug 17, 2022
GT Biopharma, Inc. (GTBP)
About this 8-K/A
GT Biopharma, Inc filed this 8-K/A on August 17, 2022, reporting on events of June 8, 2022.
Items reported
- Item 5.07: Shareholder vote results
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(
CURRENT
REPORT
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Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K (this “Amendment”) is being filed by the Registrant for the purpose of amending Item 5.07 Submission of Matters to a Vote of Security Holders of that certain Current Report on Form 8-K originally filed by the Registrant with the Commission on June 14, 2022 (the “Original Form 8-K”), to provide additional disclosure regarding the tabulation of votes at the annual meeting of the Registrant’s stockholders held on June 8, 2022 (the “Annual Meeting”), on the proposal to amend the Registrant’s restated certificate of incorporation to reduce the number of authorized shares of the Registrant’s common stock from 750,000,000 to 250,000,000 (“Proposal 4”).
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Registrant disclosed in the Original Form 8-K that the following summarized the vote results for Proposal 4:
4. Proposal to amend the Registrant’s restated certificate of incorporation to decrease the authorized number of shares of the Registrant’s common stock from 750,000,000 to 250,000,000.
| For | Against | Abstain | ||
| 19,568,632 | 215,253 | 141,506 |
The information reported by the Registrant in the Original Form 8-K was taken from the Final Report and Certification of the Inspector of Election for the Annual Meeting reporting the tabulation of proxies and votes by the Inspector of Election for Proposal 4 as follows:
Proxies were solicited on behalf of the Board of Directors of the Company and a vote was taken for the approval, of an amendment to the restated certificate of incorporation to decrease the authorized number of shares of the common stock from 750,000,000 to 250,000,000. The proxies and votes were delivered to and tabulated by me as Inspector of Election, and the results of the tabulation were as follows:
| Votes For | Votes Against | Votes Abstained | ||
| 19,568,632 | 215,253 | 141,506 |
While the definitive proxy statement for the Annual Meeting, filed with the Commission on April 29, 2022, indicated that Proposal 4 was a non-routine matter for which broker discretionary voting was not allowed, Proposal 4 was, in fact, a routine matter for which broker discretionary voting was allowed under applicable regulations. As a result, the Final Report and Certification of the Inspector of Election for the Annual Meeting included discretionary votes by brokers or other nominees holding shares for Beneficial Owners in the tabulation of proxies and votes on Proposal 4, resulting in the foregoing tabulation.
In light of the determination that Proposal 4 was, in fact, a routine matter for which broker discretionary voting was permitted, and the subsequent filing of a certificate of amendment to the Registrant’s restated certificate of incorporation to reduce the number of authorized shares of the Registrant’s common stock from 750,000,000 to 250,000,000, the Registrant intends to hold a special meeting of its stockholders to ratify the inclusion of discretionary votes by brokers or other nominees holding shares for beneficial owners in the tabulation of votes on Proposal 4.
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SIGNATURE
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: | August 17, 2022 | By: | /s/ Manu Ohri |
| Manu Ohri | |||
| Chief Financial Officer and Secretary | |||
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