UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 22, 2018
GT BIOPHARMA, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-08092
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94-1620407
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS EmployerIdentification No.)
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1825 K Street
Suite 510
Washington, D.C. 20006
(800) 304-9888
(Address
of principal executive offices, including zip code)
(Registrant’s
telephone number, including area code)
(Former
name or former address, 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 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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter). 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 1.01. Entry into a Material Definitive Agreement.
On
January 22, 2018, GT Biopharma, Inc. (the “Company”)
entered into a Securities Purchase Agreement with the investors
listed on the Schedule of Buyers attached thereto (individually, a
“Buyer” and collectively, the “Buyers”)
pursuant to which the Company has agreed to issue to the Buyers
senior convertible notes in an aggregate principal amount of
$7,760,510 (the “Notes”), which Notes shall be
convertible into the Company’s common stock, par value $0.001
per share (the “Common Stock”), and five-year warrants
to purchase the Company’s Common Stock representing the right
to acquire an aggregate of approximately 1,694,440 shares of Common
Stock (the “Warrants”).
The
issuance of the Notes and Warrants is being made in reliance on the
exemption provided by Section 4(a)(2) of the Securities Act of
1933, as amended (the “Securities Act”) for the offer
and sale of securities not involving a public offering, and
Regulation D promulgated under the Securities Act.
Contemporaneously
with the execution and delivery of the SPA, the Company and the
Buyers executed and delivered a Registration Rights Agreement (the
“Registration Rights Agreement”) pursuant to which the
Company has agreed to provide certain registration rights with
respect to the Registrable Securities (as defined thereto) under
the 1933 Act and the rules and regulations promulgated thereunder,
and applicable state securities laws. All descriptions of the SPA,
the Registration Rights Agreement, the Notes and the Warrants
contained herein are qualified in their entirety by reference to
the exhibits filed herewith.
A
copy of the press release announcing the execution of the
Transaction is attached to this filing as Exhibit
99.1.
Item 3.02. Unregistered Sales of Equity Securities.
The descriptions of the equity securities
described in Item 1.01 issued by the Company are incorporated
herein.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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No.
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Description
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Securities
Purchase Agreement by and among the Company and the Buyers, dated
January 22, 2018
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Form of
Registration Rights Agreement by and among the Company and the
Buyers, dated January 22, 2018
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Form of
Note
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Form of
Warrant
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Press Release dated January 23, 2018
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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.
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GT BIOPHARMA, INC.
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Date:
January 23, 2018 |
By:
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/s/
Steven
Weldon
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Steven
Weldon |
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Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No.
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Description
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Securities
Purchase Agreement by and among the Company and the Buyers, dated
January 22, 2018
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Form of
Registration Rights Agreement by and among the Company and the
Buyers, dated January 22, 2018
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Form of
Note
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Form of
Warrant
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Press Release dated January 23, 2018
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