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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): September 2, 2026
GT
Biopharma, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other Jurisdiction of Incorporation)
| 1-40023 |
|
94-1620407 |
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
N/A1
(Address
of Principal Executive Offices and zip code)
(415)
919-4040
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, 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:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, $0.001 par value |
|
GTBP |
|
The
Nasdaq Stock Market LLC |
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. ☐
1
Effective as of July 1, 2024, the Company became a fully remote company. We do not maintain a principal executive office. For purposes
of compliance with applicable requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
any stockholder communication required to be sent to the Company’s principal executive offices may be directed to 505 Montgomery
Street, 10th Floor, San Francisco, California 94111, or by email to auditcommittee@gtbiopharma.com.
Item
3.03. Material Modifications to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated
herein by reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Certificates
of Elimination - Preferred Stock
On
September 2, 2026, GT Biopharma, Inc. (the “Company”) filed Certificates of Elimination (collectively, the “Certificates
of Elimination”) to the Restated Certificate of Incorporation of the Company (the “Charter”) with the Secretary of
State of the State of Delaware. The Certificates of Elimination eliminate from the Charter all matters set forth in the applicable Certificates
of Designations with respect to the following series of preferred stock: (i) the Series A Preferred Stock; (ii) the Series B Preferred
Stock; (iii) the Series C Preferred Stock; (iv) the Series D Preferred Stock; (v) the Series E Preferred Stock; (vi) the Series F Preferred
Stock; (vii) the Series G Preferred Stock; (viii) the Series H Preferred Stock; (ix) the Series I Preferred Stock; (x) the Series J-1 Preferred Stock; and (xi) the Series K Preferred Stock (collectively, the “Eliminated Preferred Stock”).
All
outstanding shares of the Series C Preferred Stock were converted in accordance with their terms on September 2, 2026. No shares of any
series of Eliminated Preferred Stock were outstanding immediately before the filing of the Certificates of Elimination.
The
forgoing description of the Certificates of Elimination does not purport to be complete and is subject to, and is qualified in its entirety
by reference to, the full text of the Certificates of Elimination, which is attached as Exhibits 3.1 through 3.11 to this Current
Report on Form 8-K, and is incorporated herein by reference.
Certificate
of Amendment - Reverse Stock Split and Reduction in Authorized Shares
In
addition to filing the Certificates of Elimination, on September 2, 2026, the Company also filed a Certificate of Amendment (the “Certificate
of Amendment”) to the Charter with the Secretary of State of the State of Delaware to effect a (i) reverse stock split of the Company’s
common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-25 (the “Reverse Stock Split”)
and (ii) simultaneous reduction of the authorized shares of Common Stock to 25,000,000 and preferred stock to 1,500,000 (the “Reduction
in Authorized Shares” and, together with the Reverse Stock Split, the “Charter Actions”).
The
Certificate of Amendment provides that the Reverse Stock Split will become effective as of 12:01 a.m. Eastern Time on September 8, 2026
(the “Effective Time”), at which time every twenty-five (25) shares of issued and outstanding Common Stock will be automatically
combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share. The Certificate of
Amendment provides that no fractional shares will be issued in connection with the Reverse Stock Split. In lieu thereof, the aggregate
of all fractional shares otherwise issuable to the holders of record of old Common Stock will be issued to the Company’s transfer
agent, as exchange agent, for the accounts of all holders of record of old Common Stock otherwise entitled to have a fraction of a share
issued to them. The sale of all fractional interests will be effected by the exchange agent as soon as practicable after the Effective
Time on the basis of prevailing market prices of the applicable new Common Stock. After such sale, the exchange agent will pay to such
holders of record their pro rata share of the net proceeds derived from the sale of the fractional interests.
Trading
of the Common Stock on the Nasdaq Capital Market on a split-adjusted basis will commence at market open on September 8, 2026. The new
CUSIP number for the Common Stock following the Reverse Stock Split is 36254L 407.
As
a result of the Reverse Stock Split, the issued and outstanding shares of Common Stock will be decreased from approximately 45,109,497
pre-split shares to approximately 1,804,379 post-split shares, subject to adjustment for fractional shares.
The
Reverse Stock Split will apply to the Company’s outstanding convertible securities, warrants, stock options and restricted stock.
The number of shares of Common Stock into which these outstanding securities are convertible or exercisable will be adjusted proportionately
as a result of the Reverse Stock Split. The conversion prices of any outstanding convertible securities and the exercise prices of any
outstanding warrants or stock options will also be proportionately adjusted in accordance with the terms of those securities and the
Company’s equity incentive plans.
As
previously disclosed, at the Company’s annual meeting of stockholders held on August 14, 2026 (the “Meeting”), the
Company’s stockholders approved, among other things, a proposal authorizing the Company to effect the Reverse stock Split at a
ratio in the range of 1-for-10 to 1-for-30, with the final ratio to be determined in the discretion of the Company’s board of directors
(the “Board”) and a simultaneous reduction in authorized shares, with such actions to be effective at such time and date,
if at all, as determined by the Board within one year after the conclusion of the Meeting. Subsequently on August 27, 2026, the Board
approved the final reverse stock split ratio of 1-for-25 (the “Reverse Stock Split Ratio”).
Simultaneously
with the Reverse Stock Split, as a result of the Reduction in Authorized Shares, the total authorized shares of capital stock was reduced
from 265,000,000 shares to 26,500,000 shares, consisting of 25,000,000 shares of Common Stock and 1,500,000 shares of preferred stock.
The
forgoing description of the Charter Actions effected in the Certificate of Amendment does not purport to be complete and is subject to,
and is qualified in its entirety by reference to, the full text of the Certificate of Amendment, which is attached as Exhibit 3.12
to this Current Report on Form 8-K, and is incorporated herein by reference.
Item
8.01. Other Events.
The
information in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
The
Company has registration statements on Form S-3 (File No. 333-285618), registration statements on Form S-1 (File Nos. 333-292856, 333-291060,
333-287963, 333-280326, 333-255429, 333-252973 and 333-251311) and registration statements on Form S-8 (File No. 333-266316) (collectively,
the “Registration Statements”) on file with the Securities and Exchange Commission (the “SEC”). SEC regulations
permit the Company to incorporate by reference future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities and Exchange Act of 1934, as amended, prior to the termination of the offerings covered by registration statements filed on
Form S-3, Form S-1 and/or Form S-8. The information incorporated by reference is considered part of the prospectus included within each
of those registration statements. Information in this Item 8.01 is intended to be automatically incorporated by reference into each of
the active Registration Statements, thereby amending them. Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, the
amount of undistributed shares of Common Stock deemed covered by the Registration Statements are proportionately reduced as of the effective
time of the Reverse Stock Split at the Reverse Stock Split Ratio.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
Number |
|
Description |
| 3.1 |
|
Certificate of Elimination relating to the Series A Preferred Stock, dated September 2, 2026 |
| 3.2 |
|
Certificate of Elimination relating to the Series B Preferred Stock, dated September 2, 2026 |
| 3.3 |
|
Certificate of Elimination relating to the Series C Preferred Stock, dated September 2, 2026 |
| 3.4 |
|
Certificate of Elimination relating to the Series D Preferred Stock, dated September 2, 2026 |
| 3.5 |
|
Certificate of Elimination relating to the Series E Preferred Stock, dated September 2, 2026 |
| 3.6 |
|
Certificate of Elimination relating to the Series F Preferred Stock, dated September 2, 2026 |
| 3.7 |
|
Certificate of Elimination relating to the Series G Preferred Stock, dated September 2, 2026 |
| 3.8 |
|
Certificate of Elimination relating to the Series H Preferred Stock, dated September 2, 2026 |
| 3.9 |
|
Certificate of Elimination relating to the Series I Preferred Stock, dated September 2, 2026 |
| 3.10 |
|
Certificate of Elimination relating to the Series J-1 Preferred Stock, dated September 2, 2026 |
| 3.11 |
|
Certificate of Elimination relating to the Series K Preferred Stock, dated September 2, 2026 |
| 3.12 |
|
Certificate of Amendment to the Restated Certificate of Incorporation of GT Biopharma, Inc. |
| 104 |
|
Cover
Page Interactive Data File (embedded with the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities 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. |
| |
|
| Date:
September 3, 2026 |
By: |
/s/
Alan Urban |
| |
|
Alan
Urban |
| |
|
Chief
Financial Officer |
