February
8, 2021
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Via EDGAR Submission
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United
States Securities and Exchange Commission
Division
of Corporation
FinanceOffice
of Life Sciences100 F Street, N.E.
Washington,
D.C. 20549
Attention:
Tim Buchmiller
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Re:
GT Biopharma, Inc.
(the “Company”)
Registration
Statement on Form S-1
CIK No.
0000109657
SEC
Registration No. 333-251311
Ladies
and Gentlemen:
Pursuant to Rule
461 under the Securities Act of 1933, as amended (the
“Securities Act”), the undersigned, as underwriters of
the proposed offering, hereby joins the request of the Company that
the effective date of the above-referenced Registration Statement
on Form S-1 be declared effective at 5:00 PM Eastern Time on
February 10, 2021, or as soon as practicable
thereafter.
In
connection with this acceleration request and pursuant to Rule 460
under the Securities Act, please be advised that between February
8, 2021 and the date hereof, over 1,500 copies of the preliminary
prospectus dated February 9, 2021 were distributed to underwriters,
dealers, institutions and others.
The
undersigned advise that the underwriters have complied and will
continue to comply with Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.
Thank
you for your assistance with this matter.
Very
truly yours,
Roth
Capital Partners, LLC
By:
/s/ Aaron M.
Gurewitz
Name:
Aaron M. Gurewitz
Title:
Head of Equity Capital Markets
Dawson
James Securities, Inc.
By:
/s/ Robert D. Keyser
Jr.
Name:
Robert D. Keyser Jr.
Title:
CEO