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Washington, D.C. 20549






Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report:

(Date of earliest event reported)

June 28, 2023




GT Biopharma, Inc.

(Exact name of registrant as specified in its charter)



(State or other Jurisdiction of Incorporation)






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 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 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 5.07. Submission of Matters to a Vote of Security Holders.


The Registrant held its annual meeting of stockholders on June 28, 2023. At the annual meeting, there were 37,493,065 shares of the Registrant’s common stock entitled to vote, and 20,701,600 (55.2%) were represented at the annual meeting in person and by proxy. The following summarizes vote results for those matters submitted to the Registrant’s stockholders for action at the annual meeting:


1. Proposal to elect four members of the Registrant’s Board of Directors.


Director  For  Withheld
Michael Breen  9,817,096  1,147,969
Rajesh Shrotriya, M.D.  9,728,749  1,236,316
Bruce Wendel  7,757,208  3,207,857
Charles J. Casamento  9,266,209  1,698,856


2. Proposal to ratify the appointment of Weinberg & Company, P.A. as the Registrant’s independent accountants for the year ending December 31, 2023.


For   Against   Abstain
19,823,634   849,463   28,503


3. Proposal to hold a non-binding advisory vote endorsing the Registrant’s executive compensation.


For   Against   Abstain   Broker Non-Votes
8,916,400   2,034,860   13,805   9,736,535







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.


Date: July 5, 2023 By: /s/ Manu Ohri
    Manu Ohri
    Chief Financial Officer