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)
September 24, 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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100 South Ashley Drive, Suite 600
Tampa, Florida 33602
(Address of principal executive offices, including zip
code)
(800) 304-9888
(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
September 24, 2018, GT Biopharma, Inc. (the “Company”)
entered into a Securities Purchase Agreement with the purchasers
identified on the signature pages thereto (individually, a
“Purchaser,” and collectively, the
“Purchasers”) pursuant to which the Company has issued
to the Purchasers 10% Senior Convertible Debentures in an aggregate
principal amount of $800,000 (the “Debentures”), which
Debentures shall be convertible into the Company’s common
stock (the “Common Stock”) at a price of $2 per
share.
The
issuance of the Debentures 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.
The
foregoing summaries of the Securities Purchase Agreement and the
Debentures are qualified in their entirety by reference to the full
text of the agreements, which are attached hereto as Exhibits 10.1
and 4.1, respectively, and are incorporated herein by
reference.
Item 3.02. Unregistered Sales of Equity Securities.
The descriptions
of the Debentures described in Item 1.01 are incorporated by
reference herein.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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No.
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Description
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Form of
10% Senior Convertible Debenture
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Securities
Purchase Agreement by and among the Company and the Purchasers,
dated September 24, 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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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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