UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 3)

GT BIOPHARMA, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

691829402

(CUSIP Number)

December 31, 2018

(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(c) 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the

disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following page(s)

Page 1 of 4 Pages

1. NAMES OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Alpha Capital Anstalt

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a) ☐

(b) ☐

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION

Liechtenstein

5. SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON – 2,966,667 shares of Common Stock, which includes shares issuable upon conversion of a secured convertible note (“Note”) at a conversion price equal to $0.60, which Note is subject to a 9.99% blocker provision *

6. SHARED VOTING POWER - None

7. SOLE DISPOSITIVE POWER – 2,966,667 shares of Common Stock, which includes shares issuable upon conversion of a secured convertible note (“Note”) at a conversion price equal to $0.60, which Note is subject to a 9.99% blocker provision *

8. SHARED DISPOSITIVE POWER – None

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 2,966,667 shares of Common Stock, which includes shares issuable upon conversion of a secured convertible note (“Note”) at a conversion price equal to $0.60, which Note is subject to a 9.99% blocker provision *

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.9% *

12. TYPE OF REPORTING PERSON

CO

ITEM 1 (a) NAME OF ISSUER: GT Biopharma, Inc.

ITEM 1 (b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

4830 West Kennedy Blvd, Suite 600, Tampa, FL 33609

ITEM 2 (a) NAME OF PERSON FILING: Alpha Capital Anstalt

ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

Lettstrasse 32, FL-9490 Vaduz, Furstentums, Liechtenstein

ITEM 2 (c) CITIZENSHIP: Liechtenstein

ITEM 2 (d) TITLE OF CLASS OF SECURITIES: Common Stock

ITEM 2 (e) CUSIP NUMBER: 691829402

ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B): Not applicable

ITEM 4 OWNERSHIP

2,966,667 shares of Common Stock, which includes shares issuable upon conversion of a secured convertible note (“Note”) at a conversion price equal to $0.60, which Note is subject to a 9.99% blocker provision *

0 Shares

2,966,667 shares of Common Stock, which includes shares issuable upon conversion of a secured convertible note (“Note”) at a conversion price equal to $0.60, which Note is subject to a 9.99% blocker provision *

0 Shares

ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Not applicable 

ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Not applicable

ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

Not applicable

ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP

Not applicable

ITEM 9 NOTICE OF DISSOLUTION OF GROUP

Not applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.