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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report:

(Date of earliest event reported)

November 3, 2022




GT Biopharma, Inc.

(Exact name of registrant as specified in its charter)



(State or other Jurisdiction of Incorporation)


1-40023   94-1620407
(Commission File Number)   (IRS Employer Identification No.)


8000 Marina Blvd., Suite 100

Brisbane, CA 94005

(Address of Principal Executive Offices and zip code)


(800) 304-9888

(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 the 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 under the Exchange Act (17 CFR 240.14a-12)
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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).


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 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).







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.


Dated: November 9, 2022 By:

/s/ Manu Ohri

  Name: Manu Ohri
  Title: Chief Financial Officer