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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
| (Mark
One) |
| |
| ☒ |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended: December 31, 2024
or |
| |
|
| ☐ |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the transition period from _____________ to _____________
Commission
File Number: 001-40023
GT
BIOPHARMA, INC.
(Exact
name of Registrant as specified in its charter)
| Delaware |
|
94-1620407 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
N/A1
(Address
of principal executive offices)
(415)
919-4040
(Registrant’s
telephone number including area code)
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Securities |
|
Trading
Symbol(s) |
|
Exchanges
on which Registered |
| Common
Stock, $0.001 Par Value |
|
GTBP |
|
Nasdaq
Capital Market |
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
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. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The
aggregate market value of the registrant’s common stock, $0.001 par value per share, held by non-affiliates on June 30, 2024 was
approximately $5.1 million. As of February 19, 2025, there were 2,234,328 shares of the registrant’s common stock, $0.001 par value,
issued and outstanding.
1
Effective as of July 1, 2024, the Company
became a fully remote company. We do not maintain a principal executive office. For purposes of compliance with applicable requirements
of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, any stockholder communication required
to be sent to the Company’s principal executive offices may be directed to 505 Montgomery Street, 10th Floor, San Francisco, California
94111, or by email to auditcommittee@gtbiopharma.com.
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) is being filed solely to revise the Exhibit Index, contained in Part IV,
Item 15 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Original 2024 10-K”) of GT Biopharma,
Inc. (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) on February 21, 2025, to
include the Company’s Compensation Recovery Policy as Exhibit 97.1.
Pursuant
to Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), currently dated Exhibit 31 certifications
are filed herewith as exhibits to this Amendment No. 1 pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act under Item 15(a) of
Part IV hereof. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain
any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Similarly,
because no financial statements have been included in this Amendment No. 1, currently dated Exhibit 32 certifications pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 have been omitted.
Amendment
No. 1 speaks as of the filing date of the Original 2024 10-K, and does not reflect events that may have occurred subsequent to the filing
date of the Original 2024 10-K. Except as described above, no other changes have been made to the Original 2024 10-K, and Amendment No.
1 does not modify, amend or update in any way any of the financial or other information contained in the Original 2024 10-K. Amendment
No. 1 should be read in conjunction with the Original 2024 10-K and the Company’s other filings with the SEC.
PART
IV
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1)
Financial Statements.
No
financial statements are filed with this Amendment No. 1. These items were included as part of the Original 2024 10-K.
(a)(2)
and (c) Financial Statement Schedules
Not
required.
(a)(3)
and (b) Exhibits
EXHIBIT
INDEX
| |
|
|
|
Incorporated
by Reference |
| Exhibit
Number |
|
Exhibit
Description |
|
Form |
|
Date |
|
Number |
|
Filed
Herewith |
| |
|
|
|
|
|
|
|
|
|
|
| 3.1 |
|
Restated
Certificate of Incorporation as filed in Delaware September 10, 1996 and as thereafter amended through March 1, 2002 |
|
10-KSB |
|
04/01/2002 |
|
3.A |
|
|
| 3.2 |
|
Certificate
of Amendment to the Restated Certificate of Incorporation of GT Biopharma, Inc., dated February 9, 2011 |
|
10-K |
|
03/31/2011
|
|
3.2 |
|
|
| 3.3 |
|
Certificate
of Amendment to the Restated Certificate of Incorporation of GT Biopharma, Inc., effective as of July 19, 2017 |
|
8-K/A |
|
03/15/2018
|
|
3.1 |
|
|
| 3.4 |
|
Certificate
of Amendment to the Restated Certificate of Incorporation of GT Biopharma, Inc., effective as of February 10, 2021 |
|
8-K |
|
02/11/2021 |
|
3.1 |
|
|
| 3.5 |
|
Certificate
of Amendment to the Restated Certificate of Incorporation of GT Biopharma, Inc., effective June 13, 2022 |
|
10-K |
|
03/30/2023 |
|
3.5 |
|
|
| 3.6 |
|
Amended
and Restated Bylaws of GT Biopharma, Inc., effective November 3, 2022 |
|
8-K |
|
11/09/2022 |
|
3.1 |
|
|
| 3.7 |
|
Certificate
of Amendment of Restated Certificate of Incorporation of GT Biopharma, Inc., effective February 1, 2024 |
|
8-K |
|
02/01/2024 |
|
3.1 |
|
|
| 4.1 |
|
Certificate
of Designation of Preferences, Rights and Limitations of Series J-1 Preferred Stock of GT Biopharma, Inc., dated April 3, 2019 |
|
8-K |
|
04/04/2019 |
|
3.1 |
|
|
| 4.2 |
|
Certificate
of Designation of Preferences, Rights and Limitations of Series K Preferred Stock of GT Biopharma, Inc., dated April 3, 2019 |
|
10-K |
|
04/16/2021 |
|
4.2 |
|
|
| 4.3 |
|
Description
of the Registrant’s Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended |
|
10-K |
|
03/30/2023 |
|
4.3 |
|
|
| 4.4 |
|
Form of Common Warrant |
|
8-K |
|
05/23/2024 |
|
4.1 |
|
|
| 10.1 |
|
Exclusive
License Agreement, dated July 18, 2016, between the Regents of the University of Minnesota and Oxis Biotech, Inc. |
|
10-Q |
|
08/11/2017 |
|
10.3 |
|
|
| 10.2 |
|
License
Agreement, dated September 3, 2015, among Daniel A. Vallera, Jeffrey Lion and Oxis Biotech, Inc. |
|
10-Q |
|
08/11/2017 |
|
10.4 |
|
|
| 10.3 |
|
Clinical
Trial Agreement, dated September 2019, between the Regents of the University of Minnesota and GT Biopharma, Inc. |
|
10-Q |
|
5/15/2020 |
|
10.7 |
|
|
| 10.4 |
|
Note
Conversion Agreement, dated as of August 29, 2017, among GT Biopharma, Inc. and the holders of the convertible notes and debentures
named therein |
|
10-Q |
|
11/14/2017 |
|
10.5 |
|
|
| 10.5 |
|
Amendment
Agreement related to Note Conversion Agreement, dated October 10, 2017, among GT Biopharma, Inc. and the holders of the convertible
notes and debentures named therein |
|
10-Q |
|
11/14/2017 |
|
10.8 |
|
|
| 10.6 |
|
Warrant
Exercise Agreement, dated August 29, 2017, among GT Biopharma, Inc. and the warrant holders named therein |
|
10-Q |
|
11/14/2017 |
|
10.6 |
|
|
| 10.7 |
|
Amendment
Agreement related to Warrant Exercise Agreement, dated October 10, 2017, among GT Biopharma, Inc. and the warrant holders named therein |
|
10-Q |
|
11/14/2017 |
|
10.9 |
|
|
| 10.8 |
|
Preferred
Stock Exchange Agreement, dated as of August 29, 2017, among GT Biopharma, Inc. and the holders of preferred stock named therein |
|
10-Q |
|
11/14/2017 |
|
10.7 |
|
|
| 10.9 |
|
Amendment
Agreement related to Preferred Stock Exchange Agreement, dated October 10, 2017, among GT Biopharma, Inc. and the holders of preferred
stock named therein |
|
10-Q |
|
11/14/2017 |
|
10.10 |
|
|
| 10.10 |
|
Securities
Purchase Agreement, dated January 9, 2017, among OXIS International, Inc. and the purchasers named therein |
|
8-K |
|
01/13/2017 |
|
10.1 |
|
|
| 10.11 |
|
Form
of 10% Senior Convertible Debenture (related to Securities Purchase Agreement, dated January 9, 2017) |
|
8-K |
|
01/13/2017 |
|
10.2 |
|
|
| 10.12 |
|
Form
of Common Stock Purchase Warrant (related to Securities Purchase Agreement, dated January 9, 2017) |
|
8-K |
|
01/13/2017 |
|
10.3 |
|
|
| 10.13 |
|
Securities
Purchase Agreement, dated January 22, 2018, among GT Biopharma, Inc. and the buyers named therein |
|
8-K |
|
01/23/2018 |
|
10.1 |
|
|
| 10.14 |
|
Registration
Rights Agreement, dated January 22, 2018, among GT Biopharma, Inc. and the buyers named therein |
|
8-K |
|
01/23/2018 |
|
10.2 |
|
|
| 10.15 |
|
Form
of Senior Convertible Note (related to Securities Purchase Agreement, dated January 22, 2018) |
|
8-K |
|
01/23/2018 |
|
10.3 |
|
|
| 10.16 |
|
Form
of Warrant to Purchase Common Stock (related to Securities Purchase Agreement, dated January 22, 2018) |
|
8-K |
|
01/23/2018 |
|
10.4 |
|
|
| 10.17 |
|
Securities
Purchase Agreement, dated August 2, 2018, among GT Biopharma, Inc. and the purchasers named therein |
|
8-K |
|
08/03/2018 |
|
10.1 |
|
|
| 10.18 |
|
Form
of 10% Senior Convertible Debenture (related to Securities Purchase Agreement, dated August 2, 2018) |
|
8-K |
|
08/03/2018 |
|
4.1 |
|
|
| 10.19 |
|
Stock
Pledge Agreement, dated August 2, 2018, by the Pledgors named therein for the benefit of Grushko & Mittman, P.C. |
|
10-Q |
|
08/14/2018 |
|
10.10 |
|
|
| 10.20 |
|
Security
Purchase Agreement, dated September 7, 2018, among GT Biopharma, Inc. and the purchasers named therein |
|
8-K |
|
09/07/2018 |
|
10.1 |
|
|
| 10.21 |
|
Form
of 10% Senior Convertible Debenture (related to Securities Purchase Agreement, dated September 7, 2018) |
|
8-K |
|
09/07/2018 |
|
4.1 |
|
|
| 10.22 |
|
Security
Purchase Agreement, dated September 24, 2018, among GT Biopharma, Inc. and the purchasers named therein |
|
8-K |
|
09/28/2018 |
|
10.1 |
|
|
| 10.23 |
|
Form
of 10% Senior Convertible Debenture (related to Securities Purchase Agreement, dated September 24, 2018) |
|
8-K |
|
09/28/2018 |
|
4.1 |
|
|
| 10.24 |
|
Securities
Purchase Agreement, dated February 4, 2019, among GT Biopharma, Inc. and the purchasers named therein |
|
8-K |
|
02/06/2019 |
|
10.1 |
|
|
| 10.25 |
|
Registration
Rights Agreement, dated February 4, 2019, among GT Biopharma, Inc. and the purchasers named therein |
|
8-K |
|
02/06/2019 |
|
10.3 |
|
|
| 10.26 |
|
Form
of Secured Convertible Note (related to Securities Purchase Agreement, dated February 4, 2019) |
|
8-K |
|
02/06/2019 |
|
4.1 |
|
|
| 10.27 |
|
Security
Agreement, dated February 4, 2019, among GT Biopharma, Inc. and Alpha Capital Anstalt, as collateral agent |
|
8-K |
|
02/06/2019 |
|
10.2 |
|
|
| 10.28 |
|
Securities
Purchase Agreement, dated May 22, 2019, among GT Biopharma, Inc. and the purchasers named therein |
|
8-K |
|
05/24/2019 |
|
10.1 |
|
|
| 10.29 |
|
Registration
Rights Agreement, dated May 22, 2019, among GT Biopharma, Inc. and the purchasers named therein |
|
8-K |
|
05/24/2019 |
|
10.2 |
|
|
| 10.30 |
|
Form
of Convertible Note (related to Securities Purchase Agreement, dated May 22, 2019) |
|
8-K |
|
05/24/2019 |
|
4.1 |
|
|
| 10.31 |
|
Securities
Purchase Agreement, dated August 20, 2019, among GT Biopharma, Inc. and the purchasers named therein |
|
8-K |
|
08/20/2019 |
|
10.1 |
|
|
| 10.32 |
|
Registration
Rights Agreement, dated August 20, 2019, among GT Biopharma, Inc. and the purchasers named therein |
|
8-K |
|
08/20/2019 |
|
10.2 |
|
|
| 10.33 |
|
Form
of Convertible Note (related to Securities Purchase Agreement, dated August 20, 2019) |
|
8-K |
|
08/20/2019 |
|
4.1 |
|
|
| 10.34 |
|
Securities
Purchase Agreement, dated January 30, 2020, among GT Biopharma, Inc. and the purchaser named therein |
|
10-Q |
|
05/15/2020 |
|
10.1 |
|
|
| 10.35 |
|
Registration
Rights Agreement, dated January 30, 2020, among GT Biopharma, Inc. and the purchaser named therein |
|
10-Q |
|
05/15/2020 |
|
10.2 |
|
|
| 10.36 |
|
Form
of Convertible Note (related to Securities Purchase Agreement, dated January 30, 2020) |
|
10-Q |
|
05/15/2020 |
|
10.3 |
|
|
| 10.37 |
|
Form
Securities Purchase Agreement among GT Biopharma, Inc. and the purchaser named therein (executed in April/May 2020) |
|
10-Q |
|
05/15/2020 |
|
10.4 |
|
|
| 10.38 |
|
Form
of Registration Rights Agreement among GT Biopharma, Inc. and the purchaser named therein (executed in April/May 2020) |
|
10-Q |
|
05/15/2020 |
|
10.5 |
|
|
| 10.39 |
|
Form
of Convertible Note (related to Securities Purchase Agreement executed in April/May 2020) |
|
10-Q |
|
05/15/2020 |
|
10.6 |
|
|
| 10.40 |
|
Securities
Purchase Agreement, dated July 7, 2020, among GT Biopharma, Inc. and the purchaser named therein |
|
8-K |
|
07/09/2020 |
|
10.1 |
|
|
| 10.41 |
|
Registration
Rights Agreement, dated July 7, 2020, among GT Biopharma, Inc. and the purchaser named therein |
|
8-K |
|
07/09/2020 |
|
10.3 |
|
|
| 10.42 |
|
Form
of Convertible Note (related to Securities Purchase Agreement, dated July 7, 2020) |
|
8-K |
|
07/09/2020 |
|
4.1 |
|
|
| 10.43 |
|
Form
of Standstill and Forbearance Agreement, dated June 23, 2020, between the Company and certain holders of convertible notes and debentures |
|
8-K |
|
06/23/2020 |
|
10.1 |
|
|
| 10.44 |
|
Settlement
Agreement, dated June 19, 2020, among GT Biopharma, Inc., Empery Asset Master Ltd., Empery Tax Efficient, LP and Empery Tax Efficient
II, LP, Anthony Cataldo and Paul Kessler. |
|
8-K |
|
06/19/2020 |
|
10.1 |
|
|
| 10.45 |
|
Form
of Convertible Note, dated June 19, 2020 (related to Settlement Agreement, dated June 19, 2020) |
|
8-K |
|
06/19/2020 |
|
10.2 |
|
|
| 10.46 |
|
Form
of Pre-Funded Warrant to Purchase Common Stock, dated June 19, 2020 (related to Settlement Agreement, dated June 19, 2020) |
|
8-K |
|
06/19/2020 |
|
10.3 |
|
|
| 10.47 |
|
Consultant
Agreement, dated February 14, 2018, among GT Biopharma, Inc., Georgetown Translational Pharmaceuticals, Inc. and Anthony J. Cataldo |
|
8-K |
|
2/21/2018 |
|
10.3 |
|
|
| 10.48 |
|
Employment
agreement with Anthony Cataldo++ |
|
10-Q |
|
8/14/2020 |
|
10.11 |
|
|
| 10.49 |
|
Form
of Convertible Note (related to Securities Purchase Agreement, dated September 16, 2020) |
|
8-K |
|
9/22/2020 |
|
4.1 |
|
|
| 10.50 |
|
Securities
Purchase Agreement, dated September 16, 2020, among GT Biopharma, Inc. and the purchasers named therein |
|
8-K |
|
9/22/2020 |
|
10.1 |
|
|
| 10.51 |
|
Master
Services Agreement, dated October 5, 2020, between GT Biopharma, Inc. and Cytovance Biologics, Inc. |
|
8-K |
|
10/6/2020 |
|
10.1 |
|
|
| 10.52 |
|
Form
of First Amendment and Extension of Standstill and Forbearance Agreement |
|
8-K |
|
11/4/2020 |
|
10.1 |
|
|
| 10.53 |
|
Form
of Secured Convertible Note |
|
8-K |
|
11/9/2020 |
|
4.1 |
|
|
| 10.54 |
|
Securities
Purchase Agreement |
|
8-K |
|
11/9/2020 |
|
10.1 |
|
|
| 10.55 |
|
Settlement
Agreement, dated as of November 9, 2020, by and among Adam Kasower, East Ventures, Inc., A British Virgin Islands company, SV Booth
Investments III, LLC, a Delaware limited liability company and Theorem Group, LLC, a California LLC and GT Biopharma Inc., a Delaware
corporation. |
|
10-Q |
|
11/13/2020 |
|
10.19 |
|
|
| 10.56 |
|
Form
of Settlement Note, dated November 9, 2020. |
|
10-Q |
|
11/13/2020 |
|
10.20 |
|
|
| 10.57 |
|
Board
Service Agreement with Bruce Wendel, dated November 11, 2020++ |
|
10-Q |
|
11/13/2020 |
|
10.22 |
|
|
| 10.58 |
|
Board
Service Agreement with Greg Berk, dated November 11, 2020++ |
|
10-Q |
|
11/13/2020 |
|
10.23 |
|
|
| 10.59 |
|
Consultant
Agreement with Michael Handelman, dated November 13, 2020++ |
|
10-Q |
|
11/13/2020 |
|
10.24 |
|
|
| 10.60 |
|
Form
of Amendment to Convertible Note & Standstill Agreement |
|
8-K |
|
12/23/2020 |
|
10.1 |
|
|
| 10.61 |
|
Settlement
Agreement, dated as of December 22, 2020, by and among Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, Anthony
Cataldo, Paul Kessler and GT Biopharma Inc., a Delaware corporation. |
|
8-K |
|
12/28/2020 |
|
10.1 |
|
|
| 10.62 |
|
Settlement
Note, dated December 22, 2020, by GT Biopharma Inc. payable to Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B. |
|
8-K |
|
12/28/2020 |
|
10.2 |
|
|
| 10.63 |
|
Form
of Second Amendment and Extension of Standstill and Forbearance Agreement. |
|
8-K |
|
02/1/2020 |
|
10.1 |
|
|
| 10.64 |
|
Form
of Amendment to Convertible Note, dated January 31, 2021 |
|
8-K |
|
02/1/2020 |
|
10.2 |
|
|
| 10.65 |
|
Board
Service Agreement with Rajesh Shrotriya, dated January 12, 2021.++ |
|
S-1/A |
|
02/08/2021 |
|
10.69 |
|
|
| 10.66 |
|
Board
Service Agreement with Michael Breen, dated January 12, 2021. ++ |
|
S-1/A |
|
02/08/2021 |
|
10.70 |
|
|
| 10.67 |
|
Amendment
to Settlement Note with Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B. |
|
S-1/A |
|
02/08/2021 |
|
10.71 |
|
|
| 10.68 |
|
Form
of Securities Purchase Agreement - December 2020 / January 2021 Notes |
|
S-1/A |
|
02/08/2021 |
|
10.72 |
|
|
| 10.69 |
|
Form
of December 2020 / January 2021 Note |
|
S-1/A |
|
02/08/2021 |
|
10.73 |
|
|
| 10.70 |
|
Amended
and Restated Employment Agreement with Anthony Cataldo, dated April 23, 2021.++ |
|
10-Q |
|
5/17/2021 |
|
10.1 |
|
|
| 10.71 |
|
Amended
and Restated Employment Agreement with Michael Handelman, dated April 23, 2021.++ |
|
10-Q |
|
5/17/2021 |
|
10.2 |
|
|
| 10.72 |
|
Amended
and Restated Employment Agreement with Dr. Gregory Berk, dated April 23, 2021.++ |
|
10-Q |
|
5/17/2021 |
|
10.3 |
|
|
| 10.73 |
|
Exclusive
License Agreement with Regents of the University of Minnesota, dated March 26, 2021. |
|
10-K |
|
03/28/2022 |
|
10.73 |
|
|
| 10.74 |
|
Research
Agreement with Regents of the University of Minnesota, dated June 16, 2021. |
|
10-K |
|
03/28/2022 |
|
10.74 |
|
|
| 10.75 |
|
Employment
Agreement with Michael Breen, entered into as of December 31, 2021 with an effective date of November 8, 2021. ++ |
|
10-K |
|
03/28/2022 |
|
10.76 |
|
|
| 10.76 |
|
Amendment No. 1 to Employment Agreement with Michael Breen, dated as of June 17, 2022. ++ |
|
10-K |
|
3/26/2024 |
|
10.77 |
|
|
| 10.77 |
|
Amendment No. 2 to Services Agreement with Michael Breen, dated as of February 20, 2023. ++ |
|
10-K |
|
3/26/2024 |
|
10.78 |
|
|
| 10.78 |
|
Board
Service Agreement with Michael Breen dated November 11, 2020++ |
|
10-Q |
|
05/16/2022 |
|
10.1 |
|
|
| 10.79 |
|
Employment
Agreement with Manu Ohri dated May 15, 2022++ |
|
10-Q |
|
05/16/2022 |
|
10.2 |
|
|
| 10.80 |
|
Amendment No. 1 to Employment Agreement with Manu Ohri, dated as of February 17, 2023++ |
|
10-K |
|
3/26/2024 |
|
10.81 |
|
|
| 10.81 |
|
Settlement
and Investment Agreement dated August 24, 2022, by and between GT Biopharma, Inc. and Cytovance Biologics, Inc.** |
|
10-Q |
|
10/31/2022 |
|
10.1 |
|
|
| 10.82 |
|
Form
of Securities Purchase Agreement, dated December 2022, by and between GT Biopharma, Inc. and the purchasers named therein. |
|
8-K |
|
01/03/2023 |
|
10.1 |
|
|
| 10.83 |
|
Form
of Common Warrant |
|
8-K |
|
01/03/2023 |
|
4.1 |
|
|
| 10.84 |
|
Form
of Pre-Funded Warrant |
|
8-K |
|
01/03/2023 |
|
4.2 |
|
|
| 10.85 |
|
Form
of Placement Agent Warrant |
|
8-K |
|
01/03/2023 |
|
4.3 |
|
|
| 10.86 |
|
Amendment No. 1 to Settlement and Investment Agreement, dated as of April 15, 2024, by and between GT Biopharma, Inc. and Cytovance Biologics, Inc. |
|
8-K |
|
04/30/2024 |
|
10.1 |
|
|
| 10.87 |
|
Sponsored
Research Agreement dated May 20, 2024 between GT Biopharma, Inc. and the Regents of the University of Minnesota. # |
|
|
|
|
|
|
|
|
| 10.88 |
|
Form of Securities Purchase Agreement, dated May 21, 2024 |
|
8-K |
|
05/23/2024 |
|
10.1 |
|
|
| 10.89 |
|
Form of Placement Agency Agreement, dated May 21, 2024 |
|
8-K |
|
05/23/2024 |
|
10.2 |
|
|
| 10.90 |
|
Employment Agreement between the company and Alan Urban, dated as of June 7, 2024. |
|
8-K |
|
06/07/2024 |
|
10.1 |
|
|
| 10.91 |
|
Investigator Initiated Clinical Trial Agreement, dated as of November 18, 2024, by and between GT Biopharma, Inc. and the Regents of the University of Minnesota. |
|
8-K |
|
11/21/2024 |
|
10.1 |
|
|
| 14.1 |
|
Code
of Ethics |
|
10-K |
|
03/31/2015 |
|
14.1 |
|
|
| 23.1 |
|
Consent
of Weinberg & Company, P.A. # |
|
|
|
|
|
|
|
|
| 24.1 |
|
Power of Attorney (included on signature page) |
|
|
|
|
|
|
|
|
| 31.1 |
|
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
|
|
X |
| 31.2 |
|
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
|
|
X |
| 32.1 |
|
Certification
of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. * # |
|
|
|
|
|
|
|
|
| 32.2 |
|
Certification
of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. * # |
|
|
|
|
|
|
|
|
| 97.1 |
|
Compensation Recovery Policy of GT Biopharma, Inc., dated November 3, 2023. ++ |
|
|
|
|
|
|
|
X |
| 101.INS |
|
Inline
XBRL Instance Document. |
|
|
|
|
|
|
|
X |
| 101.SCH |
|
Inline
XBRL Taxonomy Extension Schema Document. |
|
|
|
|
|
|
|
X |
| 101.CAL |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document. |
|
|
|
|
|
|
|
X |
| 101.DEF |
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document. |
|
|
|
|
|
|
|
X |
| 101.LAB |
|
Inline
XBRL Taxonomy Extension Label Linkbase Document. |
|
|
|
|
|
|
|
X |
| 101.PRE |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document. |
|
|
|
|
|
|
|
X |
| 104 |
|
Cover
Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its
XBRL tags are embedded within the Inline XBRL document. |
|
|
|
|
|
|
|
|
++
Indicates management contract or compensatory plan.
*
This certification shall not be deemed “filed” for purposes of Section 18 of the Exchange
Act, or otherwise subject to the liability of that Section, nor shall it be deemed to be incorporated by reference into any filing under
the Securities Act or the Exchange Act.
**The
Registrant has omitted portions of this exhibit that are both not material and the type of information that the Registrant treats as
private or confidential.
#
Previously provided with Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 21, 2025.
ITEM
16. FORM 10-K SUMMARY
Not
applicable.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
| |
GT
Biopharma, Inc. |
| |
|
|
| Dated:
April 14, 2025 |
By:
|
/s/
Michael Breen |
| |
|
Michael
Breen, Executive Chairman of the Board and
Interim
Chief Executive Officer (Principal Executive Officer) |
| |
GT
Biopharma, Inc. |
| |
|
|
| Dated:
April 14, 2025 |
By:
|
/s/
Alan Urban |
| |
|
Alan
Urban, Chief Financial Officer |
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
| Name |
|
Position |
|
Date |
| |
|
|
|
|
| /s/
Michael Breen |
|
Executive
Chairman of the Board and |
|
April
14, 2025 |
| Michael
Breen |
|
Interim
Chief Executive Officer (Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Alan Urban |
|
Chief
Financial Officer |
|
April
14, 2025 |
| Alan
Urban |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Bruce Wendel |
|
Vice
Chairman of the Board |
|
April
14, 2025 |
| Bruce
Wendel |
|
|
|
|
| |
|
|
|
|
| /s/
Rajesh Shrotriya |
|
Director |
|
April
14, 2025 |
| Rajesh
Shrotriya, M.D. |
|
|
|
|
| |
|
|
|
|
| /s/
Charles Casamento |
|
Director |
|
April
14, 2025 |
| Charles
Casamento |
|
|
|
|