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): January 16, 2018

GT Biopharma, Inc.

(Exact name of Registrant as specified in its charter)

Delaware (State or other Jurisdiction of Incorporation or organization) 000-08092 (Commission File Number) 94-1620407 (IRS Employer I.D. No.)

1825 K Street

Suite 510

Washington, D.C. 20006

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):

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule l 4a- l 2 under the Exchange Act ( 17 CFR 240. l 4a- l 2)

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Pre-commencement communications pursuant to Rule l 4d-2(b) under the Exchange Act (17 CFR 240. l 4d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. l 3e-4(c))

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 16, 2018, Geoffrey B. Davis was appointed to be a Director of GT Biopharma, Inc. (hereinafter the “Company”) by the Board of Directors.  Also, as a Director, Mr. Davis will Chair the Compensation Committee and be a member of the Nomination Committee. Mr. Davis will be paid an annual stipend of $42,500 for Director compensation, an additional $15,000 annually for Chairing the Compensation Committee and $5,000 annually as a member of the Nomination Committee. He will also be granted 150,000 stock options that vest monthly over three years beginning on February 1, 2018. Vesting will accelerate if the company undergoes a change of control transaction for cash.

Mr. Davis is the founding partner of Barker Davis LLC, a law firm specializing in advising companies in the life sciences industry, and has been the managing partner since its inception in January 2015. Prior to Barker Davis, Mr. Davis was partner at Ropes & Gray LLC from September 1987 to December 2014. During his more than 25 years as a partner at Ropes & Gray, Mr. Davis played a significant role in establishing the firm’s internationally recognized Life Sciences group. His work includes numerous corporate partnering and licensing transactions for major pharmaceutical and medical device companies, as well as for public and private biotechnology companies and major medical centers. He has also worked extensively on public and private financings for biomedical companies of all sizes, ranging from newly organized companies to established industry leaders, on behalf of both companies and their investment bankers. He received his bachelor of arts degree from Yale University and his Juris Doctor degree from Harvard Law School.

A copy of the press release announcing the appointment of Mr. Davis is attached as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01 Exhibits.

99.1            

Press Release, dated January 16, 2018

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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.

	GT Biopharma, Inc.
Dated: January 16, 2018		By:	/s/ Steven Weldon
			Steven Weldon
			Chief Financial Officer

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EX-99.1

  Exhibit 99.1

GEOFFREY B. DAVIS JOINS GT BIOPHARMA’S BOARD OF DIRECTORS

LOS ANGELES, CA, January 16, 2018 - GT Biopharma Inc. (OTCQB: GTBP and Euronext Paris "GTBP.PA") today announced that Geoffrey B. Davis will join GT Biopharma's Board of Directors effective immediately. Mr. Davis is the founding partner of Barker Davis, a law firm focused on Life Sciences transactions, and formerly a partner at Ropes & Gray, where he played a significant role in establishing the firm’s internationally recognized Life Sciences group.

“As a veteran life sciences attorney, Geoff’s experience will complement the seasoned biotechnology management team that we added over the last 6 months. His appointment represents another milestone for GT Biopharma and significant accomplishment towards our goal of creating a premier company in the biotech community,” said Anthony J. Cataldo, Executive Chairman of GT Biopharma.

"We are extremely pleased to welcome Geoff to GT Biopharma’s Board of Directors," said Dr. Kathleen Clarence-Smith, Chief Executive Officer of GT Biopharma. “We expect Geoff’s substantial experience and expertise, particularly in the completion of business development transactions, to be a significant asset to the company, as we continue to execute on our strategy, focused on becoming a leading biopharmaceutical company."

Mr. Davis has extensive experience representing biotechnology, biomedical, medical device and pharmaceutical companies. During his more than 25 years as a partner at Ropes & Gray, Geoff played a significant role in establishing the firm’s internationally recognized Life Sciences group. His work includes numerous corporate partnering and licensing transactions for major pharmaceutical and medical device companies, as well as for public and private biotechnology companies and major medical centers. He has also worked extensively on public and private financings for biomedical companies of all sizes, ranging from newly organized companies to established industry leaders, on behalf of both companies and their investment bankers.

Mr. Davis received his B.A., cum laude, from Yale University and his J.D., cum laude, from Harvard Law School.

About GT Biopharma, Inc.

GT Biopharma, Inc. is an immuno-oncology biotechnology company focused on innovative treatments based on the company’s proprietary Tri and Tetra-specific Natural Killer Cell Engagers (TriKEs™ and TetraKEs) and bispecific antibody-drug conjugate (ADC) platforms. GT's most advanced oncology drug candidate, OXS-1550 (DT2219) is a novel bispecific scFv recombinant fusion protein-drug conjugate composed of the variable regions of the heavy and light chains of anti-CD19 and anti-CD22 antibodies and a modified form of diphtheria toxin as its cytotoxic drug payload. OXS-1550 has demonstrated success in early human clinical trials in patients with relapsed/refractory B-cell lymphoma or leukemia. In addition, GT's TriKE platform will address a number of cancer types. GT's nervous system platform is focused on acquiring or discovering and patenting late-stage, de-risked, and close-to-market improved treatments for nervous system diseases (Neurology and Pain) and shepherding them through the approval process to the NDA. GT Biopharma's neurology products currently include PainBrake, as well as treatments for the symptoms of myasthenia gravis, and motion sickness.

Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are inherently unreliable and actual results may differ materially. Examples of forward-looking statements in this news release include statements regarding the effectiveness of the Company's products, the potential outcome of clinical studies, the future success of development activities and the future growth and operating and financial performance of the Company. Factors which could cause actual results to differ materially from these forward-looking statements include such factors as the Company's ability to accomplish its business initiatives, obtain regulatory approval and protect its intellectual property; significant fluctuations in marketing expenses and ability to achieve or grow revenue, or recognize net income, from the sale of its products and services, as well as the introduction of competing products, or management's ability to attract and maintain qualified personnel necessary for the development and commercialization of its planned products, and other information that may be detailed from time to time in the Company's filings with the United States Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

Westwicke Partners

John Woolford

(443) 213-0506

john.woolford@westwicke.com