0001654954-21-001785.txt : 20210217 0001654954-21-001785.hdr.sgml : 20210217 20210217143921 ACCESSION NUMBER: 0001654954-21-001785 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210216 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20210217 DATE AS OF CHANGE: 20210217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GT Biopharma, Inc. CENTRAL INDEX KEY: 0000109657 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 941620407 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-40023 FILM NUMBER: 21644058 BUSINESS ADDRESS: STREET 1: 9350 WILSHIRE BLVD. STREET 2: SUITE 203 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: (800) 304-9888 MAIL ADDRESS: STREET 1: 9350 WILSHIRE BLVD. STREET 2: SUITE 203 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: OXIS INTERNATIONAL INC DATE OF NAME CHANGE: 19940916 FORMER COMPANY: FORMER CONFORMED NAME: DDI PHARMACEUTICALS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DIAGNOSTIC DATA INC /DE/ DATE OF NAME CHANGE: 19850312 8-K 1 gtbp_8k.htm CURRENT REPORT 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): February 16, 2021
 
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 Identification No.)
 
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:
 
Title of each class
 
Trading Symbol
 
Name of exchange
on which registered
Common Stock, par value, $0.001 per share
 
GTBP
 
Nasdaq Capital Markets
 
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 3.02. Unregistered Sales of Equity Securities.
 
On February 16, 2021, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (“Alto B”) voluntarily converted its Settlement Note dated December 18 2020 with a principal amount of $500,000 and $7,500 of accrued interest into 149,265 shares of common stock of the Company at a conversion rate of $3.40 per share, after giving effect to the 1-for-17 reverse stock split effected on February 10, 2021. The issuance of the shares of common stock to Alto-B upon conversion of the Settlement Note was made in reliance in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended.
 
 
 
 
 
 
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: February 17, 2021
 
By:
/s/ Michael Handelman
 
 
 
 
     Michael Handelman
 
 
 
 
     Chief Financial Officer