UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 3, 2022, the Board of Directors of GT Biopharma, Inc. (the “Company”) amended and restated the Company’s Restated Bylaws (the “Amended Bylaws”) to update certain procedures and make various technical and conforming changes. The Amended Bylaws were effective immediately and include, among other things, the following changes:
| ● | updating the rules and procedures related to conducting shareholder meetings; | |
| ● | updating who has the authority to adjourn a shareholder meeting where a quorum is not present; | |
| ● | updating the advance notice requirements for director nominations and shareholder proposals; | |
| ● | allowing long-term shareholders the ability to nominate directors in the Company’s proxy statement via a “proxy access” provision; and | |
| ● | including an exclusive forum provision. |
The Amended Bylaws also contain conforming, clarifying and updating changes, as well as certain other routine and non-substantive updates and revisions. The description above of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws set forth in Exhibit 3.1 to this Form 8-K and incorporated in this Item by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description | |
| 3.1 | Amended and Restated Bylaws of GT Biopharma, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). |
SIGNATURE
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. | ||
| Dated: November 9, 2022 | By: | /s/ Manu Ohri |
| Name: | Manu Ohri | |
| Title: | Chief Financial Officer | |