UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 Or 15(d) of the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): January 16,
2018
GT Biopharma, Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
(State
or other Jurisdiction of Incorporation or
organization)
|
000-08092
(Commission
File Number)
|
94-1620407
(IRS
Employer I.D. No.)
|
1825 K Street
Suite 510
Washington, D.C. 20006
Phone: (800) 304-9888
(Address,
including zip code, and telephone number, including area code,
of
registrant’s
principal executive offices)
N/A
(Former
name, former address and former fiscal year, if changed since last
report)
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 (see General Instruction A.2.
below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material
pursuant to Rule l 4a- l 2 under the Exchange Act ( 17 CFR 240. l
4a- l 2)
☐
Pre-commencement
communications pursuant to Rule l 4d-2(b) under the Exchange Act
(17 CFR 240. l 4d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240. l 3e-4(c))
ITEM 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On January 16, 2018, Geoffrey B. Davis was appointed to be a
Director of GT Biopharma, Inc. (hereinafter the
“Company”) by the Board of Directors. Also,
as a Director, Mr. Davis will Chair the Compensation
Committee and be a member of the Nomination Committee. Mr. Davis
will be paid an annual stipend of $42,500 for Director
compensation, an additional $15,000 annually for Chairing the
Compensation Committee and $5,000 annually as a member of the
Nomination Committee. He will also be
granted 150,000 stock options that vest monthly over three years
beginning on February 1, 2018. Vesting will accelerate if the
company undergoes a change of control transaction for
cash.
Mr. Davis is the founding
partner of Barker Davis LLC, a law firm specializing in advising
companies in the life sciences industry, and has been the managing
partner since its inception in January 2015. Prior to Barker Davis,
Mr. Davis was partner at Ropes & Gray LLC from September 1987
to December 2014. During his more than 25 years as a partner at
Ropes & Gray, Mr. Davis played a significant role in
establishing the firm’s internationally recognized Life
Sciences group. His work includes numerous corporate partnering and
licensing transactions for major pharmaceutical and medical device
companies, as well as for public and private biotechnology
companies and major medical centers. He has also worked extensively
on public and private financings for biomedical companies of all
sizes, ranging from newly organized companies to established
industry leaders, on behalf of both companies and their investment
bankers. He received his bachelor of
arts degree from Yale University and his Juris Doctor degree from
Harvard Law School.
A copy of the press release announcing the appointment of Mr. Davis
is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
ITEM 9.01 Exhibits.
Press Release, dated January 16, 2018
SIGNATURE PAGE
Pursuant
to the requirement of the Securities and 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:
January 16, 2018
|
|
By:
|
/s/
Steven Weldon
|
|
|
|
|
Steven
Weldon
|
|
|
|
|
Chief
Financial Officer
|
|