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): July 2, 2018
GT Biopharma, Inc.
(Exact
name of Registrant as specified in its charter)
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Delaware
(State
or other Jurisdiction of Incorporation or
organization)
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000-08092
(Commission
File Number)
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94-1620407
(IRS
Employer I.D. No.)
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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))
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 July 2, 2018, GT Biopharma, Inc. (hereinafter the
“Company”) entered into indemnification agreements, in
substantially the form attached as Exhibit 10.1 to this Current
Report on Form 8-K (the “Indemnification Agreement”),
with each director serving on the Company’s board of
directors (the “Board”) and each current executive
officer of the Company. The Indemnification Agreement is intended
to be entered into by the Company with its directors and executive
officers on or after July 2, 2018.
Under the Indemnification Agreement, the Company agrees to
indemnify each director and executive officer against any and all
expenses to the fullest extent permitted by the laws of the State
of Delaware, if the director/executive officer was, is, becomes or
is threatened to be made a party to or witness or other participant
in a claim or proceeding by reason of or arising in part out of the
director’s/executive officer’s service as a director,
officer, employee or other agent of the Company or any of its
subsidiaries. The Indemnification Agreement also provides for,
among other things, the advancement of expenses reasonably incurred
by a director/executive officer prior to final disposition of any
claim or proceeding that relates to the Company indemnification
obligations, subject to reimbursement in the event such
director/executive officer is ultimately determined not to be
entitled to indemnification under the terms of the Indemnification
Agreement and applicable Delaware law, and the maintenance by the
Company of director and officers’ liability insurance
covering the director/executive officer.
The foregoing summary of the Indemnification Agreement is qualified
in its entirety by reference to, and should be read in conjunction
with, the complete text of the form of the Indemnification
Agreement, which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and incorporated by reference into this Item
1.01.
ITEM 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On July 2, 2018, each of Shawn Cross and Federica O’Brien
resigned from the Board. Mr. Cross also resigned from his position
as Chief Executive Officer of the Company. These resignations were
effective as of July 2, 2018 and did not involve any disagreement
with the Company.
On July 3, 2018, the Board appointed Dr. Raymond Urbanski
as the
Chief Executive Officer of the Company and the Chairman of the
Board and Dr. John N. Bonfiglio as a member of the
Board.
Dr. Urbanski, age 58, has been the Company’s President since
May 2018, and has been the Company’s Chief Medical Officer
since September 2017. Before joining the Company, he was the Chief
Medical Officer for MannKind Corporation (NASDAQ:MNKD) from August
2015 to September 2017. He was the Chief Medical Officer for Mylan
Inc. (NASDAQ:MYL) from August 2012 to September 2014. Dr. Urbanski
spent eight years with Pfizer Inc. (NYSE:PFE), or Pfizer, and held
several positions with Pfizer, including Vice President and Chief
Medical Officer of the Established Products Business Unit, Senior
Medical Director of Oncology Clinical R&D, Senior Medical
Director of Breast Cancer Products and Medical Director of
Diversified Products. He brings extensive experience in developing
and overseeing clinical studies, including Phase 3b and Phase 4
studies (including line extensions) for sunitinib (Sutent),
exemestane (Aromasin), irinotecan (Camptosar), epirubicin
(Ellence), axitinib, IGF1R inhibitor, and tremilimumab. In addition
to his role with Pfizer, Dr. Urbanski has also served as Chief
Medical Officer of Metabolex Inc. from October 2011 to June 2012,
and senior director of U.S. Medical Affairs for Aventis (NYSE:SNY).
Dr. Ubanski received his Ph.D, and M.D. from the University of
Medicine and Dentistry of New Jersey – New Jersey Medical
School.
Before joining the Company, Dr. Bonfiglio, was a consultant to
TapImmune Corporation (NASDAQ:TPIV) from February 2015 to July
2016, and later served as TapImmune Corporation’s President
and Chief Operating Officer from July 2016 to April 2017. He was
the President and Chief Executive Officer of Oragenics
(NYSEAMERICAN:OGEN) from May 2011 to November 2014. He brings
extensive business management and strategic growth experience, with
a focus on the biopharmaceutical drug industry. Dr. Bonfiglio
previously served on the boards of directors of TapImmune
Corporation and Microlin Therapeutics. Dr. Bonfiglio received his
Ph.D. from the University of California at San Diego and his M.B.A.
from Pepperdine University.
Dr. Urbanski’s compensation is not currently expected to
change in connection with this appointment. As previously
disclosed, Dr. Urbanksi is currently under a three-year employment
agreement pursuant to which he is paid an annual salary of $400,000
and he received a restricted stock award of 1,528,898 common shares
that vests over two years. Dr. Urbanksi will not receive any
additional compensation in connection with his position as a member
of the Board.
Dr. Bonfiglio will be paid an annual stipend of $42,500 for
director compensation and an additional $15,000 for Chairing a
Committee and $5,000 as a member of a
Committee. He will
also be granted 150,000
stock options that vest monthly over three years beginning on July
3, 2018. Vesting will accelerate if the Company undergoes a change
of control transaction for cash.
Each of Dr. Urbanksi and Dr. Bonfiglio is expected to enter into an
Indemnification Agreement with the Company, the terms of which are
described in Item 1.01 of this Current Report on Form 8-K and the
form of such agreement is filed herein as Exhibit 10.1. There are
no arrangements or understandings between Dr. Bonfiglio and any
person pursuant to which he was appointed as a member of the
Company’s Board. There are no transactions in which Dr.
Urbanksi or Dr. Bonfiglio had or will have an interest that would
be required to be disclosed pursuant to Item 404(a) of Regulation
S-K under the Securities Exchange Act of 1934, as
amended.
ITEM 9.01 Exhibits.
Form of Indemnification Agreement
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.
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GT Biopharma, Inc.
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Dated:
July 3, 2018
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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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