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Baker &
McKenzie LLP
1900 North Pearl Street, Suite
1500Dallas, Texas 75201United States
Tel: +1 214 978
3000
Fax: +1 214 978
3099
www.bakermckenzie.com
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February
10, 2021
GT
Biopharma, Inc.
9350
Wilshire Blvd. Suite
203
Beverly
Hills, CA 90212
RE:
Registration Statement on Form S-1 for GT Biopharma,
Inc.
Ladies
and Gentlemen:
We are
acting as special securities counsel to GT Biopharma, Inc., a
Delaware corporation (the “Company”), in connection
with the Company’s Registration Statement on Form S-1,
Registration No. 3330176603, originally filed under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), with
the U.S. Securities and Exchange Commission (the
“SEC”)
on or about December 11, 2020 (such registration statement, as
amended at the effective date thereof, the “Initial Registration
Statement”) and a registration statement relating to
the Initial Registration Statement filed pursuant to Rule 462(b)
under the Securities Act (the “Rule 462(b) Registration
Statement” and together with the Initial Registration
Statement, the “Registration Statement”)
relating to the offering of up to $28,897,500 of securities (the
“Securities”) consisting
of: (i) units (the “Units”), each consisting
of one share of common stock (the “ Common Stock”) and
a warrant to purchase
one share of common stock (the “Common Warrants”); (ii)
pre-funded units (the “Pre-Funded Units”), each
consisting of a pre-funded warrant to purchase one share of Common
Stock and one Common Warrant, to purchasers whose ownership would
exceed of 4.99% (or, at the election of the purchaser, 9.99%) of
the Company’s outstanding common stock following the
consummation of the offering; (iii) a warrant (the
“Underwriters’
Warrant”) to purchase a number of shares of Common
Stock equal to 5% of the number of shares of Common Stock
underlying the Units sold in the offering to be issued by the
Company to the underwriters set forth in the Registration
Statement; and (iv) the shares of Common Stock issuable upon
exercise of the Common Warrants, the Pre-Funded Warrants and the
Underwriters’ Warrant. The Rule 462(b) Registration Statement
relates to the registration of an additional $4,647,500 of
Securities (the “Additional
Securities”)
In
connection therewith, we have examined originals or copies
certified or otherwise identified to our satisfaction of the
restated certificate of incorporation of the Company, as amended,
the restated bylaws of the Company, as amended, the corporate
proceedings with respect to the filing of the Registration
Statement, the form of underwriting agreement filed as an exhibit
to the Registration Statement and such other corporate records,
agreements, documents and instruments and certificates or
comparable documents of public officials and officers and
representatives of the Company as we have deemed necessary or
appropriate for the expression of the opinions contained
herein.
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