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2026-09-14
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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
14, 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)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| |
|
| ☐ |
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 Series |
|
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. ☐
1Effective
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
1.01 Entry into a Material Definitive Agreement.
Private
Placement of Preferred Stock and Warrants
On
September 14, 2026, GT Biopharma, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities
Purchase Agreement”) with the purchasers identified therein (collectively, the “Purchasers”) providing for the issuance
and sale to the Purchasers of (i) up to 8,277.778 shares of the Company’s Series M 10% Convertible Preferred Stock (the “Preferred
Stock”), (ii) warrants to purchase up to a number of shares of common stock of the Company (the “Common Stock”) equal
to 100% of the shares of the Company’s Common Stock issuable upon conversion of the shares of Preferred Stock (the “Common
Warrants”), and (iii) warrants to purchase up to a number of shares of the Company’s Common Stock equal to the number of
Greenshoe Conversion Shares (as defined in the Securities Purchase Agreement) issuable upon exercise of the Greenshoe Right (as defined
below) (the “Vesting Warrants” and together with the Common Warrants, the “Warrants”), with an aggregate stated
value of $8,277,778, for an aggregate purchase price of $7,450,000 (the “Offering”).
Pursuant
to the Securities Purchase Agreement, each Purchaser may elect to purchase shares of Preferred Stock with an aggregate stated value of
up to $33,333,333 (the “Greenshoe Rights”) for an aggregate purchase price of $30,000,000, subject to adjustments, as further
described in the Securities Purchase Agreement. Each Purchaser is entitled to exercise its respective Greenshoe Rights for an amount
of Preferred Stock equal to the ratio of such Purchaser’s original subscription amount to the original aggregate subscription amount
of all Purchasers.
Pursuant
to the Certificate of Designation of Preferences, Rights and Limitations of Series M 10% Convertible Preferred Stock (the “Certificate
of Designation”), and subject to certain ownership limitations, the Preferred Stock may be converted at any time at the option
of the Purchasers into shares of the Company’s Common Stock at an initial conversion price of $6.10, subject to certain conditions,
as further described in the Certificate of Designation. In addition, the holders of the Preferred Stock are entitled to receive cumulative
dividends at the rate per share (as a percentage of the stated value per share) of 10% per annum until September 13, 2027, increasing
to 12% per annum thereafter, payable quarterly on January 1, April 1, July 1 and October 1, beginning on the first such date after the
date of issuance of the Preferred Stock and on each Conversion Date (as defined in the Certificate of Designation), with respect only
to Preferred Stock being converted, in cash, shares of the Company’s Common Stock (subject to the Company’s satisfaction
of the conditions set forth in the Certificate of Designation), or a combination thereof.
Pursuant
to the Securities Purchase Agreement, each Purchaser will be issued (i) a Common Warrant, each to purchase up to a number of shares of
the Company’s Common Stock equal to 100% of the Conversion Shares underlying the Preferred Shares issued to such Purchaser and
(ii) a Vesting Warrant (the exercisability of which shall vest ratably from time to time in proportion to the Purchaser’s (or its
permitted assigns’) exercise of such Purchaser’s Greenshoe Rights pursuant to Section 2.4 of the Securities Purchase Agreement),
each to purchase up to a number of shares of the Company’s Common Stock equal to the number of Greenshoe Conversion Shares (as
defined in the Securities Purchase Agreement) applicable to such Purchaser, in accordance with the Securities Purchase Agreement. The
Common Warrants have an initial exercise price of $6.10 per share, are exercisable, subject to certain ownership limitations, immediately
upon issuance and have a term of exercise equal to five years. The Vesting Warrants have an initial exercise price of $6.10 per share,
are exercisable, subject to certain vesting and ownership limitations, and have a term of exercise equal to five years from the date
that the applicable warrant shares vest.
The
Preferred Shares and Warrants both have full ratchet price protection and are subject to other adjustments (including for reverse and
forward splits, recapitalizations and similar transactions), as further described in the Certificate of Designation or the Warrants,
as applicable. With respect to adjustments in connection with the exercise of Greenshoe Rights, in the first instance, there will not
be a floor price; provided, however, if the Company receives written notice from The Nasdaq Stock Market that a floor price should be
implemented, a floor price of $1.282 shall be set.
The
securities in the Offering were offered privately pursuant to Rule 506(b) of Regulation D under the Securities Act of 1933, as amended.
Registration
Rights Agreement
The
Company and the Purchasers entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to
which the Company agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering
the public resale of the shares of Common Stock issuable upon conversion of the Preferred Stock and upon exercise of the Warrants. The
Company has agreed to file a registration statement within thirty (30) days after the initial closing and after each closing of the exercise
of a Greenshoe Right in accordance with the Securities Purchase Agreement, to become effective no later than sixty (60) days after the
Closing Date (as defined in the Securities Purchase Agreement) or each Trigger Date (as defined in the Registration Rights Agreement),
or in the event of a “full review” by the SEC, ninety (90) days after the Closing Date or each Trigger Date. If these deadlines
are not met, the Company will be liable for partial liquidated damages of 1.5% of the subscription amount paid by each Purchaser pursuant
to the Securities Purchase Agreement. Further, if the Company fails to pay such liquidated damages within seven days from the date payable,
the Company will pay interest thereon at the prime rate plus 12% to each holder of the registerable securities.
Voting
Agreement
Pursuant
to the Securities Purchase Agreement, the Company agreed to hold a meeting of its stockholders at the earliest practical date after the
execution of the Securities Purchase Agreement for the purpose of (i) obtaining shareholder approval for the issuance, in the aggregate,
of more than 19.99% of the number of shares of the Company’s Common Stock outstanding on the date of the initial closing (“Shareholder
Approval”) and (ii) obtaining such shareholder approval as may be required to effect any necessary increase in authorized shares
of Common Stock if the number of Underlying Shares (as defined the Securities Purchase Agreement) is greater than the number of authorized
shares of Common Stock. In connection with the required Shareholder Approval, all of the Company’s officers and directors (each
a “Voting Agreement Party”) entered into a voting agreement (the “Voting Agreement”) pursuant to which each Voting
Agreement Party agreed to vote all shares of voting stock over which the Voting Agreement Party has voting control in favor of any proposal
presented to the stockholders of the Company seeking the Shareholder Approval.
Lock-Up
Agreement
Pursuant
to the Securities Purchase Agreement, the Company and its directors and officers entered into lockup agreements (the “Lockup Agreements”),
pursuant to which each officer and director agreed not to sell or transfer any securities of the Company held by them for a period commencing
on the date of the Lockup Agreement until thirty (30) days after the later of (i) the Effective Date (as defined in the Securities Purchase
Agreement) and (ii) the date that Shareholder Approval is obtained and deemed effective, subject to limited exceptions.
The
foregoing descriptions of the terms of the Certificate of Designation, form of Common Warrant, form of Vesting Warrant, Securities Purchase
Agreement, Registration Rights Agreement, Voting Agreement and Lockup Agreement are not intended to be complete and are qualified in
their entirety by reference to such exhibits, which are filed herewith as Exhibits 3.1, 4.1, 4.2, 10.1, 10.2, 10.3 and 10.4, respectively,
to this Current Report on Form 8-K and are incorporated by reference herein. Neither this current report on Form 8-K, nor the exhibits
attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 is incorporated by reference into this Item 3.02 in its entirety.
Item
3.03 Material Modification to Rights of Security Holders.
The
information set forth in Item 1.01 is incorporated by reference into this Item 3.03 in its entirety.
On
September 14, 2026, the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware, in the form
attached as Exhibit 3.1 to this Current Report on Form 8-K. The Certificate of Designation creates and specifies the rights of Series
M 10% Convertible Preferred Stock, including the terms and conditions on which shares of such preferred stock would convert into shares
of our Common Stock, as well as its liquidation preference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information set forth in Items 1.01 and 3.03 regarding the Certificate of Designation are incorporated by reference into this Item 5.03
in its entirety.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Designation of Preferences, Rights and Limitations of Series M 10% Convertible Preferred Stock. |
| 4.1 |
|
Form of Common Warrant. |
| 4.2 |
|
Form of Vesting Warrant. |
| 10.1 |
|
Securities Purchase Agreement, dated as of September 14, 2026, between the Company and the purchasers identified therein. |
| 10.2 |
|
Registration Rights Agreement, dated as of September 14, 2026, between the Company and the purchasers identified therein. |
| 10.3 |
|
Form of Voting Agreement. |
| 10.4 |
|
Form of Lock-up Agreement. |
| 104 |
|
Cover
Page Interactive Data File - the cover page XBRL tags are embedded within 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 15, 2026 |
By: |
/s/
Alan Urban |
| |
|
Alan
Urban |
| |
|
Chief
Financial Officer |
