UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
GT BIOPHARMA, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
691829402
(CUSIP Number)
December 31, 2018
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(c)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following page(s)
Page 1 of 4 Pages
| CUSIP No. 691829402 | 13G | Page 2 of 4 Pages |
1. NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alpha Capital Anstalt
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐
(b) ☐
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Liechtenstein
5. SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON – 2,966,667 shares of Common Stock, which includes shares issuable upon conversion of a secured convertible note (“Note”) at a conversion price equal to $0.60, which Note is subject to a 9.99% blocker provision *
6. SHARED VOTING POWER - None
7. SOLE DISPOSITIVE POWER – 2,966,667 shares of Common Stock, which includes shares issuable upon conversion of a secured convertible note (“Note”) at a conversion price equal to $0.60, which Note is subject to a 9.99% blocker provision *
8. SHARED DISPOSITIVE POWER – None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 2,966,667 shares of Common Stock, which includes shares issuable upon conversion of a secured convertible note (“Note”) at a conversion price equal to $0.60, which Note is subject to a 9.99% blocker provision *
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9% *
12. TYPE OF REPORTING PERSON
CO
| * | Based on 50,227,978 shares outstanding on December 31, 2018 as described in the Issuer’s Form 10-Q for the quarter ended September 30, 2018. |
| CUSIP No. 691829402 | 13G | Page 3 of 4 Pages |
ITEM 1 (a) NAME OF ISSUER: GT Biopharma, Inc.
ITEM 1 (b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
4830 West Kennedy Blvd, Suite 600, Tampa, FL 33609
ITEM 2 (a) NAME OF PERSON FILING: Alpha Capital Anstalt
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Lettstrasse 32, FL-9490 Vaduz, Furstentums, Liechtenstein
ITEM 2 (c) CITIZENSHIP: Liechtenstein
ITEM 2 (d) TITLE OF CLASS OF SECURITIES: Common Stock
ITEM 2 (e) CUSIP NUMBER: 691829402
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B): Not applicable
ITEM 4 OWNERSHIP
| (a) | AMOUNT BENEFICIALLY OWNED: 2,966,667 shares of Common Stock, which includes shares issuable upon conversion of a secured convertible note (“Note”) at a conversion price equal to $0.60, which Note is subject to a 9.99% blocker provision * |
| (b) | PERCENT OF CLASS: 5.9% |
| (c) | NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: |
| (i) | SOLE POWER TO VOTE OR DIRECT THE VOTE |
2,966,667 shares of Common Stock, which includes shares issuable upon conversion of a secured convertible note (“Note”) at a conversion price equal to $0.60, which Note is subject to a 9.99% blocker provision *
| (ii) | SHARED POWER TO VOTE OR DIRECT THE VOTE |
0 Shares
| (iii) | SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF |
2,966,667 shares of Common Stock, which includes shares issuable upon conversion of a secured convertible note (“Note”) at a conversion price equal to $0.60, which Note is subject to a 9.99% blocker provision *
| (iv) | SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF |
0 Shares
| CUSIP No. 691829402 | 13G | Page 4 of 4 Pages |
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP
Not applicable
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
Not applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 13, 2019 | |
| (Date) | |
| /s/ Konrad Ackermann | |
| (Signature) | |
| Konrad Ackermann, Director | |
| (Name/Title) |