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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): October 10,
2017
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 I.D.
No.)
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100 South Ashley Drive
Suite 600
Tampa, FL 33602
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))
Indicate
by check mark whether the registrant
is an emerging growth company as defined in 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 checkmark 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 Amendment of Material Definitive Agreements.
During the last week of August 2017, the Company entered into
various agreements (the “Agreements”), that resulted in
the retirement of the then outstanding debentures, preferred stock
and warrants for the purchase of common stock, previously issued by
the Company (the “Old Securities”). In exchange for the
Old Securities, the holders of the Old Securities (the
“Holders”), received newly issued common stock,
warrants for the purchase of common stock and in some cases, shares
of newly issued Series J Preferred Stock convertible into common
stock. The common stock received by the Holders pursuant to the
Agreements together with the common stock issuable upon the
exercise of newly issued warrants and upon the conversion of Series
J Preferred stock is referred to hereinafter as the “New
Stock”. Pursuant to the Agreements, for a period of one year,
any Holder cannot on any given day sale a larger percentage of the
total common stock of the Company traded on that day than the
percentage of the Holder’s New Stock when compared to all New
Stock issued under the Agreements (a Holder’s “Allotted
Shares”).
Effective October 10, 2017, the Agreements were amended to adjust
New Stock sales restrictions as follows: (1) no New Stock may be
sold for a price of less than $7.00 per share until after November
30, 2017; (2) after December 1, 2017, a Holder’s Allotted
Shares for one day may be sold on that day or over the subsequent
five trading days; and (3) all trading restrictions shall terminate
if and when the Company issues any securities for capital raising
purposes.
ITEM 9.01 Exhibit.
Attached as Exhibit 99 is a copy of
the press release issued in connection with the modification of
trading restrictions discussed in Item 1.01 above.
SIGNATURE PAGE
Pursuant
to the requirement of the Securities and Exchange Act of 1934, the
Registrant 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:
October 12, 2017
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By:
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/s/
Steven Weldon
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Steven
Weldon
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Chief
Financial Officer
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