Form 8-K GT Biopharma, Inc. For: Feb 16
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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): February 16,
2021
GT Biopharma, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of incorporation or
organization)
|
000-08092
(Commission
File Number)
|
94-1620407
(IRS
Employer Identification No.)
|
9350 Wilshire Blvd. Suite 203
Beverly Hills, CA 90212
Phone: (800) 304-9888
(Address,
including zip code, and telephone number, including area code,
of
registrant’s
principal executive offices)
N/A
(Former
name, former address and former fiscal year, 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 (see General Instruction A.2.
below):
☐ Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule l 4a- l 2 under
the Exchange Act ( 17 CFR 240. l 4a- l 2)
☐ Pre-commencement communications pursuant to Rule l
4d-2(b) under the Exchange Act (17 CFR 240. l 4d-2(b))
☐ Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240. l
3e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
|
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Trading Symbol
|
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Name of exchange
on which registered
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Common
Stock, par value $0.001 per share
|
|
GTBP
|
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Nasdaq
Capital Market
|
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. ☐
Item 3.02. Unregistered Sales of Equity
Securities.
On February 16, 2021, GT Biopharma, Inc. (the
“Company”)
completed a public offering of 4,945,000 shares of common stock for
net proceeds of $24,551,700, after deducting underwriting discounts
and commissions and estimated offering expenses payable by the
Company, which included the exercise in full of the
underwriters’ over-allotment option on such date. As a result
of the completion of such public offering and the successful
listing of its shares of common stock on the Nasdaq Capital
Markets, certain convertible notes with an aggregate principal
amount of $32,269,375 and accrued interest of $5,489,486
mandatorily converted at a conversion rate of $3.40 per share into
the right to receive 11,105,547 shares of the Company’s
common stock or, if applicable due to certain beneficial ownership
limitations, the common stock equivalent number of shares of Series
K Preferred Stock as described in Item 5.03 of this
report.
The issuance of the shares of common stock and/or shares of Series
K Preferred Stock upon conversion of the convertible notes was made
in reliance in reliance upon the exemption from registration
provided by Section 3(a)(9) of the Securities Act of 1933, as
amended.
As a result of the issuance of shares of common stock and warrants
pursuant to the public offering and the mandatory conversion of the
convertible notes as well as the conversion of certain settlement
notes and pre-funded warrants previously reported, the
Company’s pro forma outstanding shares of common stock and
common stock equivalents as of the date of this report (assuming no
issuance of shares of Series K Preferred Stock in lieu of common
stock) would be as follows:
|
Shares
of common stock outstanding before mandatory conversion of
convertible notes
|
10,737,336
|
|
Shares
of common stock issuable due to mandatory conversion of convertible
notes (before application of beneficial ownership
limitations)
|
11,105,547
|
|
Shares
of common stock issuable upon conversion of Series C Preferred
Stock
|
7
|
|
Shares
of common stock issuable upon conversion of Series J-1 Preferred
Stock
|
692,220
|
|
Shares
of common stock issuable upon exercise of outstanding
warrants
|
5,270,650
|
|
Total
number of shares of common stock and common stock
equivalents
|
27,805,760
|
After the Company determines the number of shares of Series K
Preferred Stock due to beneficial ownership limitations, the
Company intends to update this table in a current report on Form
8-K.
Item 5.03 Amendment to Articles of Incorporation.
On February 22, 2021, the Company filed a Certificate of
Designation with the Office of the Secretary of State of the State
of Delaware. The Certificate of Designation designated 115,000
shares of preferred stock as Series K Preferred Stock. The Series K
Preferred Stock was created to satisfy the common stock equivalent
share issuance requirements arising due to the mandatory conversion
of certain convertible notes due to the beneficial ownership
limitations contained in such convertible notes as described in
Item 3.02 of this report.
Each share of Series K Preferred Stock is convertible at any time,
at the option of the holder, into 100 shares of common stock of the
Company, subject to adjustment for, among other things, stock
dividends, stock splits, combinations, reclassifications of the
Company’s capital stock and mergers or consolidations, and
subject to a “beneficial ownership limitation” which
prohibits conversion if such conversion would result in the holder
being the beneficial owner of in excess of 9.99% of the
Company’s common stock. Shares of Series K Preferred Stock
have the same voting rights a shares of common stock, with the
holders of the Series K Preferred Stock entitled to vote on an
as-converted-to-common stock basis, subject to the
“beneficial ownership limitation” described above,
together with the holders of common stock on all matters presented
to the Company’s stockholders. The Series K Preferred Stock
are not entitled to any dividends (unless specifically declared by
the Company’s Board of Directors), but will participate on an
as-converted-to-common-stock basis in any dividends to the holders
of common stock. In the event of dissolution, liquidation or
winding up of the Company, the holders of Series K Preferred Stock
will have a liquidation preference of $0.01 per share and
thereafter be on parity with the holders of common stock and will
participate, on a on an as-converted-to-common stock basis, in any
distribution to holders of common stock
A copy of the Certificate of Designation detailing the rights and
preferences of the Series K Preferred Stock is attached hereto as
Exhibit 3.1. In the State of Delaware, the Certificate of
Designation has the effect of amending the Certificate of
Incorporation by adding to the Certificate of Incorporation the
terms and conditions of the Designation and the stock
designated.
Item 9.01 Exhibits.
Attached hereto as Exhibit 3.1 is a complete copy of the
Certificate of Designation of Series K Preferred
Stock.
SIGNATURE PAGE
Pursuant
to the requirement of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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GT Biopharma, Inc.
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Dated:
February 22, 2021
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By:
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/s/
Michael Handelman
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Michael
Handelman
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Chief
Financial Officer
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