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): August 20,
2019
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 or
organization)
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(Commission
File Number)
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(IRS
Employer I.D. No.)
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310 N. Westlake Blvd, Suite 206
Westlake Village, CA 91362
Phone: (800) 304-9888
(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
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 August 20, 2019, GT Biopharma, Inc. (the "Company") entered into
a Securities Purchase Agreement with seven purchasers
(individually, a "Purchaser," and collectively, the "Purchasers")
pursuant to which the Company has issued to the Purchasers
Convertible Debentures in an aggregate principal amount of $650,000
(the "Debentures"), which Debentures are convertible into the
Company's common stock (the "Common Stock") at a price of $0.20 per
share. The Company and each Purchaser also entered into a
Registration Rights Agreement.
The issuance of the Debentures was 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, the
Registration Rights 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, 10.2 and 4.1,
respectively, and are incorporated herein by
reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth above in Item 1.01 of this Report is
incorporated by reference herein.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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Form of Secured Convertible Note
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Securities Purchase Agreement
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Registration Rights Agreement
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SIGNATURES
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:
August 23, 2019 |
By:
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/s/ Steven
Weldon
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Steven
Weldon |
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Director and Chief
Financial Officer |
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