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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
18, 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
As
previously disclosed, 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 “Original Purchasers”)
providing for the issuance and sale to the Original 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 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”).
On
September 18, 2026, the Company and the requisite Original Purchasers entered into the First Amendment to Securities Purchase
Agreement (the “First Amendment to Securities Purchase Agreement”) with a new purchaser (the “New Purchaser,”
and together with the Original Purchasers, the “Purchasers”) to increase the number of shares of Preferred Stock issuable
under the Securities Purchase Agreement, as amended, to 8,611.111 shares of Preferred Stock, and thereby increase the accompanying Warrants,
with an aggregate stated value of $8,611,111.11, for an aggregate purchase price of $7,750,000, on the same terms and conditions as previously
disclosed.
Pursuant
to the First Amendment to Securities Purchase Agreement, each Purchaser may elect to purchase shares of Preferred Stock with an aggregate
stated value of up to $34,675,615 (the “Greenshoe Rights”) for an aggregate purchase price of $31,208,054, subject to adjustments,
as further described in the Securities Purchase Agreement, as amended. 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.
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
As
previously disclosed, on September 14, 2026, the Company and the Original 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 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, as amended,
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. On September 18, 2026, the New Purchaser executed a joinder agreement to the Registration
Rights Agreement on the same terms and conditions (the “Joinder”).
Certificate
of Increase to Certificate of Designations of Preferences, Rights and Limitations of Series M Convertible Preferred Stock
As
previously disclosed, on September 14, 2026, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of
Series M 10% Convertible Preferred Stock with the Secretary of State of the State of Delaware (the “Certificate of Designations”).
On
September 18, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Increase (the “Certificate
of Increase”) increasing the shares of the Preferred Stock as designated in the Certificate of Designations from 41,778 shares
to 43,287 shares.
The
foregoing descriptions of the Certificate of Increase, First Amendment to Securities Purchase Agreement and Joinder do not purport to
be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are attached as Exhibits
3.1, 10.1 and 10.2 to this Current Report on Form 8-K, which are incorporated herein by reference.
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.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information set forth in Items 1.01 is 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 Increase to Certificate of Designation of Preferences, Rights and Limitations of Series M 10% Convertible Preferred Stock. |
| 10.1 |
|
First
Amendment to Securities Purchase Agreement, dated as of September 18, 2026, between the Company and the purchasers identified
therein. |
| 10.2 |
|
Joinder
to Registration Rights Agreement, dated as of September 18, 2026, between the Company and the purchaser identified therein. |
| 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 21, 2026 |
By: |
/s/
Alan Urban |
| |
|
Alan
Urban |
| |
|
Chief
Financial Officer |
