|
Delaware
|
|
2834
|
|
94-1620407
|
State or other jurisdiction
|
|
(Primary Standard Industrial
|
|
(I.R.S. Employer
|
incorporation or organization
|
|
Classification Code Number)
|
|
Identification Number)
|
Roger W. Bivans
Baker & McKenzie LLP
1900 N. Pearl Street, Suite 1500
Dallas, TX 75201, USA
(214) 978 3000
|
Ralph V. De Martino
Cavas S. Pavri
Alec Orudjev
Schiff Hardin LLP
901 K Street NW, Suite 700
Washington, DC 20001
Telephone: (202) 778-6400
Facsimile: (202) 778-6460
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
|
|
Non-accelerated filer ☒
|
Smaller reporting company ☒
|
|
|
|
Emerging growth company ☐
|
Title of Each Class of Securities To Be Registered
|
Proposed Maximum
Aggregate
Offering Price(1)(2)(3)
|
|
Amount of Registration Fee(6)
|
Units
consisting of:
|
$3,650,000
|
|
$398.22
|
Shares
of common stock, par value $0.001 per share (the “Common
Stock”), included in the Units
|
—
|
(4)
|
—
|
Warrants
to purchase common stock included in the Units
|
—
|
(4)
|
—
|
Pre-Funded
Units consisting of:
|
$—
|
(3)
|
$—
|
Warrants
to purchase common stock included in the Pre-Funded
Units
|
—
|
(4)
|
—
|
Pre-funded
warrants to purchase common stock included in the Pre-Funded
Units
|
—
|
(4)
|
—
|
Underwriters’
over-allotment option (5)
|
$547,500
|
|
$59.73
|
Underwriters’
warrants (5)
|
$450,000
|
|
$49.10
|
Shares
of common stock issuable upon exercise of the Underwriter’s
warrants (5)
|
—
|
(4)
|
—
|
Shares
of common stock issuable upon exercise of the warrants included in
the Units and Pre-Funded Units
|
—
|
(4)
|
—
|
Shares
of common stock issuable upon exercise of the pre-funded warrants
included in the Pre-Funded Units
|
—
|
(4)
|
—
|
Shares
of common stock issuable upon exercise of the warrants included in
the Underwriter’s over-allotment option (5)
|
—
|
(4)
|
—
|
Total
|
$4,647,500
|
|
$507.05
|
(1)
|
Pursuant to Rule 416 promulgated under the Securities Act of 1933,
as amended (the “Securities Act”), this registration
statement shall also cover any an indeterminate number of
additional shares of the registrant’s common stock as may be issuable because of any
future stock dividends, stock distributions, stock splits, similar
capital readjustments or other anti-dilution
adjustments.
|
(2)
|
All amounts in this table are estimated solely for the purpose of
calculating the registration fee in accordance with Rule 457(o)
under the Securities Act.
|
(3)
|
The registrant previously registered a maximum aggregate offering
price of the units, pre-funded units, if any, the
underwriters’ over-allotment option and underwriters’
warrants, including any shares of common stock issuable upon
exercise of warrants included in such units, pre-funded units,
underwriters’ over-allotment option and underwriters’
warrant, of $24,250,000. The aggregate offering price of the units
proposed to be sold in the offering, including the additional units
registered hereby, will be reduced on a dollar-for-dollar basis
based on the aggregate offering price of the pre-funded units
offered and sold in the offering (plus the aggregate exercise price
of the shares of common stock issuable upon exercise of the
pre-funded warrants included in the pre-funded units).
|
(4)
|
No additional registration fee is payable pursuant to Rule 457(i)
under the Securities Act.
|
(5)
|
Includes
additional units which may be issued upon the exercise of a 45-day
option granted to the underwriters to cover over-allotments, if
any, up to 15% of the total number of units to be offered, which
may be exercised for shares of common stock, warrants or both at
the election of the underwriters. We have calculated the proposed
maximum aggregate offering price of the common stock underlying the
underwriter’s warrants to purchase up to 5% of the securities
sold in this offering by assuming that such warrants are
exercisable at a price per share equal to 125% of the public
offering price of the common stock in the units sold in this
offering.
|
(6)
|
The registrant previously registered a maximum aggregate offering
price of securities of $24,250,000 on its Registration Statement on
Form S-1 (File No. 333-251311 for which a filing fee of $2,645.68
was previously paid.
|
Exhibit Number
|
|
Exhibit Description
|
|
|
|
|
|
5.1*
|
|
Opinion of Baker & McKenzie LLP*
|
|
23.1*
|
|
Consent of Seligson & Giannattasio, LLP
|
|
23.2*
|
|
Consent of Baker McKenzie LLP (included in Exhibit
5.1)
|
|
|
Power of Attorney (included on
signature page to the registration statement on Form S-1 (File No.
33-251311) and incorporated by reference herein
|
|
GT BIOPHARMA, INC.
|
|
|
|
|
|
|
|
By:
|
/s/
Anthony J. Cataldo
|
|
|
|
Anthony J. Cataldo
|
|
|
|
Chief Executive Officer
|
|
/s/
Anthony J. Cataldo
|
|
Anthony J. Cataldo, Chief Executive Officer and
Director
(principal executive officer)
|
|
February 10, 2021
|
|
|
|
/s/
Michael Handelman
|
|
Michael Handelman, Chief Financial Officer
|
|
(principal financial officer and principal accounting
officer)
|
|
February 10, 2021
|
|
|
|
*
|
|
Bruce Wendel, Vice Chairman of the Board
|
|
February 10, 2021
|
|
|
|
*
|
|
Greg Berk, Director
|
|
February 10, 2021
|
|
*
|
|
Michael Breen, Director
|
|
February 10, 2021
|
|
|
|
*
|
|
Rajesh Shrotriva, Director
|
|
* By:
/s/ Anthony J. Cataldo
|
|
Anthony J. Cataldo, Attorney-in-fact
|
|
February
10, 2021
|
|