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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): April 23,
2018
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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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):
☐
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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On April 23, 2018, Dr. Peter Kiener was appointed to be a
director of GT Biopharma, Inc. (hereinafter the
“Company”) by the Board of Directors. Also,
as a director, Mr. Davis is expected to chair the
Nominations Committee and be a member of the Compensation
Committee. Dr. Kiener will be paid an annual stipend of $42,500 for
director compensation, an additional $15,000 annually for chairing
the Nomination Committee and $5,000 annually as a member of the
Compensation 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.
Dr. Peter Kiener has
substantial experience in both biologics and immunotherapy. He was
most recently the Chief Scientific Officer at Sucampo, which was
acquired by Mallinckrodt for approximately $1.2 billion, from
September 2014 to February 2018. From September 2013 to September
2014, he served as Chief Scientific Officer of Ambrx Inc., a
clinical-stage biopharmaceutical company focused on the development
of antibody-drug conjugates (ADCs) that was acquired by a
consortium led by Fosun Pharmaceutical Group in 2015. Prior to
Ambrx, Dr. Kiener was President and Co-founder of Zyngenia Inc., an
early-stage biopharmaceutical company. He also held leadership
roles at MedImmune LLC, the global biologics arm of AstraZeneca,
including Executive Vice President and Global Head of Biologics
Research and Development, Senior Vice President and Head of Global
Research, and Vice President of Research. He also worked on
biologics for Bristol-Myers Squibb prior to his work at MedImmune.
During Dr. Kiener's more than 20 years as pharmaceutical executive,
he has played a significant role in moving various programs through
all aspects of drug development, including discovery, regulatory
approval, and post marketing. He has also been substantially
involved in the execution of multiple deal types, including private
placements, initial public offerings, mergers and acquisitions,
strategic partnerships, and licensing deals. He has published more
than 120 papers in peer-reviewed journals and is an inventor on
more than 40 patents and patent applications.
Since
May 2016, Dr. Kiener has served as the chairman of board of
directors of Cue Biopharma and as a member of the board of
directors of Tetragenetics. Previously, has served on the
scientific advisory boards of KAI Pharmaceuticals Inc., Genocea
Biosciences Inc., NKT Therapeutics Inc. and VLST Corporation and as
a member of the board of directors of Receptor BioLogix Inc.,
Synovex Corporation and Virdante Pharmaceuticals Inc.
Dr.
Kiener received his B.A. (1st Class Honors),
from Lancaster University in Lancaster, UK and
his Ph.D. from Oxford University, Sir William Dunn
School of Pathology.
On April 25, 2018, Federica O’Brien was appointed to be a
director of the Company by the Board of Directors. Also,
as a director, Ms. O'Brien is expected to
chair the Audit Committee and be a member of the Compensation
Committee. Ms. O'Brien will be paid an annual stipend of $42,500
for director compensation, an additional $15,000 annually for
chairing the Audit Committee and $5,000 annually as a member of the
Compensation Committee. She 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.
Ms.
O'Brien is self-employed as a consultant at CFO’Brien
Consulting, LLC since January 1, 2018. Ms. O’Brien held the
Chief Financial Officer position at Complexa Inc. from May 2015 to
December 2017. Ms. O'Brien also
served as the Chief Financial Officer of Cerecor, Inc. from
April 2013 to April 2015 and as the Chief Financial Officer
and Chief Operating Officer of Cervilenz Inc., a privately
held medical device company, from June 2011 through
April 2013. She was the Director of Life Sciences for
McGladrey LLP, an independent accounting firm, from
February 2010 through May 2011. From July 2009
through February 2010, Ms. O'Brien provided financial and
strategic consulting services. From April 2005 through
July 2009, Ms. O'Brien served as the Chief Financial
Officer of Cardiokine Inc., a privately held biotechnology
company. Prior to 2005, Ms. O'Brien was Controller at
Barrier Therapeutics and Chief Financial Officer at Infonautics,
Inc. Before specializing in life sciences and technology
companies, Ms. O'Brien spent over 15 years in professional service
accounting firms, including PricewaterhouseCoopers, where she was
dedicated to high growth companies in multiple industries,
including the pharmaceutical industry.
Ms. O'Brien received her B.A. in Accounting from Rutgers
University and is a Certified Public Accountant in the state of New
Jersey.
A copy of the press releases announcing the appointment of Dr.
Kiener and Ms. O’Brien are attached as Exhibits 99.1 and
99.2 of this Current Report on Form 8-K.
ITEM 9.01 Exhibits.
Press Release, dated April 24, 2018
Press Release, dated April 26, 2018
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:
April 27, 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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