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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: August 26, 2025
(Date
of earliest event reported)
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 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Amendment
No. 3 to the Employment Agreement with Michael Breen
On
August 26, 2025, GT Biopharma, Inc. (the “Company”) entered into Amendment No. 3 (“Amendment No. 3”), effective
as of April 29, 2025 (the “Effective Date”), to that certain employment agreement, dated as of November 8, 2021 (as previously
amended, the “Employment Agreement”), by and between the Company and Michael Breen, the Company’s Executive Chairman
and Chief Executive Officer. Pursuant to Amendment No. 3, the Board of Directors of the Company renewed Mr. Breen’s position as
Chief Executive Officer for a period of two years from the Effective Date. Upon expiration of the term, Mr. Breen’s employment
shall automatically renew for additional two-year periods unless either party gives at least ninety days’ written notice of non-renewal.
The
foregoing description of Amendment No. 3 does not purport to be complete and is qualified in its entirety by reference to Amendment No.
3, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| 10.1 |
|
Amendment No. 3 to the Employment Agreement, dated August 26, 2025, by and between GT Biopharma, Inc. and Michael Breen |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File, formatted in Inline XBRL |
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:
August 29, 2025 |
By: |
/s/
Alan Urban |
| |
|
Alan
Urban |
| |
|
Chief
Financial Officer |
