gtbp_8k
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): December 28,
2020
GT Biopharma, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of incorporation or
organization)
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000-08092
(Commission
File Number)
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94-1620407
(IRS
Employer Identification No.)
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9350 Wilshire Blvd. Suite 203
Beverly Hills, CA 90212
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))
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of exchangeon which registered
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N/A
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N/A
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N/A
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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. ☐
Item 4.01. Change in
Registrant’s Certifying Accountant
Resignation of Independent Registered Accounting Firm.
On December 28, 2020, GT Biopharma, Inc., a Delaware corporation
(the “Company”),
was informed that its independent registered public accounting
firm, Seligson & Giannattasio, LLP (“S&G”),
had resigned as of December 28, 2020.
The audit reports of S&G on our financial statements for the
years ended December 31, 2018 and December 31, 2019 did
not contain an adverse opinion or a disclaimer of opinion, and were
not qualified or modified as to uncertainty, audit scope or
accounting principles, other than the statements related to our
Company’s ability to continue as a going concern. During the
fiscal years ended December 31, 2018 and December 31,
2019, and through the subsequent interim period preceding
S&G’s resignation, there were no disagreements between
the Company and S&G on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedures, which disagreements, if not resolved to the
satisfaction of S&G would have caused them to make reference
thereto in their reports on our financial statements for such
years. During the fiscal years ended December 31, 2018 and
December 31, 2019, and through the subsequent interim period
preceding S&G’s resignation, there were no reportable
events within the meaning set forth in Item 304(a)(1)(v) of
Regulation S-K.
On December 30, 2020, the Company provided S&G with its
disclosures in this Current Report on Form 8-K disclosing the
resignation of S&G and requested in writing that S&G
furnish the Company with a letter addressed to the Securities and
Exchange Commission stating whether they agree with such
disclosure. A copy of S&G’s response is filed as Exhibit
16.1 to this Current Report on Form 8-K.
Engagement of Independent Accounting Firm.
In connection with the resignation of S&G, the Board of
Directors of the Company approved the engagement of Weinberg &
Company, P.A. (“Weinberg”)
to serve as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2020.
During the Company’s two most recent fiscal years ended
December 31, 2018 and December 31, 2019, and through the
subsequent interim period preceding Weinberg’s engagement,
the Company did not consult with Weinberg on either (a) the
application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that may
be rendered on our financial statements, and Weinberg did not
provide either a written report or oral advice to us that Weinberg
concluded was an important factor considered by us in reaching a
decision as to the accounting, auditing or financial reporting
issue; or (b) any matter that was either the subject of a
disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K,
or a reportable event, as defined in Item 304(a)(1)(v) of
Regulation S-K.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits
Letter from Seligson & Giannattasio, LLP
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:
December 31, 2020
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By:
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/s/
Michael Handelman
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Michael
Handelman
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Chief
Financial Officer
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