[Form 4] Krispy Kreme, Inc. Insider Trading Activity

Rhea-AI Filing Summary

GT Biopharma, Inc. (Nasdaq: GTBP) has filed a Rule 424(b)(3) resale prospectus covering up to 54,423,826 shares of common stock—>17x the current float of 3.15 million shares. The shares may be sold from time to time by existing investors and consist of:

• 14.56 million shares issuable on conversion of 6,612 shares of Series L 10% Convertible Preferred Stock issued in a May 2025 private placement.
• 14.56 million shares issuable upon exercise of common warrants issued in the same placement (exercise price $2.043).
• 300,000 commitment shares tied to a $20 million Committed Equity Facility (CEF).
• Up to 25 million shares the company may issue to 5 Narrow Lane, L.P. and Hailstone Peak Funding, LLC under the CEF at 93% of the VWAP.

The company will not receive proceeds from the resale of these shares. It could, however, raise: (i) $5.95 million already received from the private placement; (ii) up to $20 million from future CEF draws; and (iii) cash from warrant exercises. Use of proceeds is earmarked for general working capital.

Key financing terms

• CEF may be tapped at GTBP’s discretion over 36 months, subject to a 25 million share exchange cap and 4.99%/9.99% ownership blockers.
• Purchase price equals 93% of the day’s VWAP, creating an effective 7% discount and potential downward pressure on the stock.
• Series L preferred carries a 10% cash/stock dividend (12% after one year) and converts at $2.043, subject to anti-dilution adjustments.

Capital structure & dilution

• Outstanding common shares: 3,147,995.
• Warrants outstanding: 16,751,669 (avg. strike $3.07); options: 124,600 (avg. strike $32.69).
• If all 54.4 million shares are issued, existing holders would own roughly 5.5% of the post-offering shares.

Operational & risk highlights

• GTBP is a clinical-stage biotech developing TriKE® NK-cell engagers for cancer. No commercial revenue disclosed in this filing.
• Going-concern uncertainty: management warns current cash is insufficient to fund operations for 12 months without new financing.
• Nasdaq compliance: Equity deficiency notice received Nov 2024; compliance was regained on 13 Jun 2025 but will continue to be monitored.
• Stock closed at $3.09 on 2 Jul 2025; historically trades below $5, qualifying as a penny stock with attendant trading restrictions.

Investors face substantial dilution risk, dependence on external capital, preferred-stock overhang, and continuing listing uncertainty, offset by the cash flexibility provided by the CEF and recent private placement.

Positive

• $20 million committed equity facility provides flexible, non-debt funding over 36 months, improving short-term liquidity.
• Regained Nasdaq compliance on 13 Jun 2025, averting imminent delisting risk and preserving access to public capital markets.
• Private placement closed for $5.95 million with potential $24 million greenshoe, signalling investor willingness to fund pipeline.

Negative

• Potential dilution of up to 89 % of post-deal shares if the full 54.4 million shares are issued against a 3.15 million share base.
• Going-concern warning indicates current cash runway is less than 12 months absent additional financing.
• Discounted 93 % VWAP pricing under the CEF may pressure share price and transfer value to facility investors.
• Series L preferred carries 10–12 % dividends and senior liquidation rights, increasing future cash or share outflows.
• Penny-stock status and low float could limit liquidity, increase volatility and hamper institutional ownership.

Insights

Equity Research Analyst

TL;DR: Large resale shelf adds flexible cash but risks extreme dilution; credit-positive Nasdaq compliance regained, yet going-concern remains.

The prospectus is neutral overall. Management created a $20 million at-the-market equity line, immediately boosting liquidity options and demonstrating demand from specialist investors. Regaining Nasdaq equity compliance removes an existential listing threat. However, the math is stark: issuing the full 54.4 million shares would expand the float by roughly 1,600%, pressuring price and EPS potential. Series L 10–12% dividends and discounted CEF pricing embed structural value transfer to investors providing capital. With only 3.15 million shares outstanding, even modest draws may cap rallies. The filing contains no new clinical data; therefore fundamental valuation hinges on future trial read-outs that are unfunded at present. Impact on equity holders is mixed—access to capital mitigates going-concern risk but substantially dilutes upside.

Capital Markets Risk Analyst

TL;DR: Financing structure favors lenders; resale shelf could create sustained selling pressure and heightens delisting risk if price weakens.

The CEF’s 93% VWAP formula and absence of volume limits below 15% allow rapid issuance into weakness, effectively acting as a forward sale facility. Combined with 10% preferred dividends convertible at fixed prices, this sets up a reflexive cycle where lower prices trigger more issuance, exacerbating dilution and volatility. The company’s prior equity deficit and going-concern warning underscore reliance on this mechanism. While the shelf satisfies SEC/Nasdaq requirements, from a risk-control perspective the leverage now sits with the financing counterparties; common shareholders absorb virtually all downside. Unless GTBP delivers decisive clinical milestones that lift valuation, the structure is likely value-destructive. I view net impact as negative for existing common shareholders.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hees Bernardo

(Last) (First) (Middle)

C/O KRISPY KREME, INC.

2116 HAWKINS ST

(Street)

CHARLOTTE NC 28203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Krispy Kreme, Inc. [ DNUT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2025		A		37,618(1)	A	$0	702,728(2)	D
Common Stock								694,445	I	Held by BHBK LLC(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Consists of restricted stock units ("RSUs") that upon vesting are settled on a one-for-one basis in shares of common stock. Subject to certain terms and conditions, the RSUs will vest on July 1, 2028.

2. Direct: 617,315; Unvested RSUs: 85,413.

3. Includes 694,445 shares held by BHBK LLC of which Mr. Hees exercises sole investment power.

Remarks:

	/s/ Christine McDevitt, Attorney-in-fact	07/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many GTBP shares are being registered for resale under this prospectus?

Up to 54,423,826 common shares, including conversion shares, warrant shares, commitment shares and up to 25 million CEF shares.

Will GT Biopharma receive proceeds from the resale offering?

No. The company receives no proceeds from stockholder sales, but could raise cash via warrant exercises and the $20 million equity facility.

What is the impact of the $20 million Committed Equity Facility on dilution?

At the 93 % VWAP purchase price, issuing the full 25 million CEF shares would raise $20 million but raise the share count by ~800 %.

Is GTBP currently in compliance with Nasdaq listing standards?

Yes. Nasdaq confirmed compliance with the $2.5 million equity rule on June 13 2025, but will continue to monitor future filings.

What dividend does the Series L Preferred Stock pay?

Holders receive a 10 % annual dividend (in cash or stock), rising to 12 % if not redeemed within 12 months.

What is the conversion price of the Series L Preferred Stock?

Each preferred share converts at $2.043, subject to anti-dilution and ownership-limit adjustments.