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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): July 19,
2017
GT BIOPHARMA, INC.
(Exact name
of registrant as specified in 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)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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1825 K Street
Suite 510
Washington, D.C. 20006
(Address of
principal executive offices, including zip
code)
(800) 304-9888
(Registrant’s
telephone number, including area code)
N/A
(Former name
or former address, 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:
☐ Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
☐ Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
☐ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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. ☐
Explanatory Note
This Current
Report on Form 8-K (the “Amended Filing”) amends Item
5.03 of the Current Report on Form 8-K filed on July 25, 2017 (the
“Original Filing”) to correct an error in the
disclosure related to the date of the change of the
Registrant’s name from Oxis International, Inc. to GT
Biopharma, Inc. and to add as an exhibit the amendment to the
Registrant’s Certificate of Incorporation effecting the name
change (the “Certificate Amendment”). The Original
Filing stated that the Registrant amended its Certificate of
Incorporation for purposes of changing its name on July 17, 2017.
The Amended Filing corrects such date to July 19, 2017, and adds
the Certificate Amendment as an exhibit pursuant to Item 9.01. No
other changes have been made to the Original
Filing.
Item 5.03
Amendment to Certificate of Incorporation
Effective July 19, 2017, the Registrant amended its Certificate of
Incorporation (the “Certificate Amendment”) for the
purpose of changing the name of the Registrant from Oxis
International, Inc. to GT Biopharma, Inc. The Certificate Amendment
also made other changes to the Certificate of Incorporation as
described in the definitive information statement filed by the
Registrant with the Securities and Exchange Commission on May 12,
2017.
The foregoing description of the Certificate Amendment does not
purport to be complete and is subject to, and qualified in its
entirety by reference to, the full text of the Certificate
Amendment, which is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits
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Exhibit No.
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Description
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Certificate
of Amendment to the Certificate of Incorporation of the Registrant,
effective as of July 19, 2017.
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SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, as
amended, 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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Date:
March 15,
2018
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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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EXHIBIT
INDEX
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Exhibit
No.
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Description
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Certificate
of Amendment to the Certificate of Incorporation of the Registrant,
effective as of July 19, 2017.
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