8-K

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)

July24, 2025

GT

Biopharma, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State

or other Jurisdiction

of Incorporation)

N/A1

(Address of 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:

Securities registered pursuant to Section 12(b) of the Act:

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.

Item5.07. Submission of Matters to a Vote of Security Holders.

The Registrant held its annual meeting of stockholders on July 24, 2025 (the “Annual Meeting”). At the Annual Meeting, there were 3,147,995 shares of the Registrant’s common stock outstanding and entitled to vote, and 1,855,160 (58.93%) were represented at the Annual Meeting in person and by proxy. The following proposals, as described in greater detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on June 11, 2025 (the “Proxy Statement”) were voted on at the Annual Meeting. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Proxy Statement.

1. Proposal to elect four members of the Registrant’s Board of Directors. The nominees were elected with the following votes:

2. The proposal to ratify the appointment of Weinberg & Company, P.A. as the Registrant’s independent accountants for the year ending December 31, 2025 was approved with the following votes:

3. The proposal to approve, on a non-binding advisory basis, the Registrant’s executive compensation was approved with the following votes:

4. The proposal to approve, pursuant to Rule 5635 of The Nasdaq Stock Market LLC, the issuance of 19.99% or more of the Registrant’s outstanding shares of Common Stock, with respect to the transactions contemplated by (a) the Securities Purchase Agreement, dated May 12, 2025, by and between the Registrant and the purchasers identified therein, including the issuance of shares of Common Stock upon the (i) conversion of the Registrant’s Series L 10% Convertible Preferred Stock and (ii) exercise of (x) warrants to purchase shares of Common Stock and (y) warrants to purchase up to a number of shares of Common Stock equal to the number of Greenshoe Conversion Shares and (b) the Common Shares Purchase Agreement, as amended, dated May 14, 2025, by and between the Registrant and the investors identified therein was approved with the following votes:

5. The proposal to approve Amendment No. 1 to the GT Biopharma, Inc. 2022 Omnibus Incentive Plan increasing the number of shares available for future awards thereunder by 583,334 shares of Common Stock was approved with the following votes:

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.