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): February 16,
2021
GT Biopharma, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of
incorporation
or organization)
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000-08092
(Commission
File Number)
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94-1620407
(IRS
Employer Identification No.)
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9350 Wilshire Blvd. Suite 203
Beverly Hills, CA 90212
Phone: (800) 304-9888
(Address,
including zip code, and telephone number, including area code,
of
registrant’s
principal executive offices)
N/A
(Former
name, former address and former fiscal year, 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 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))
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of exchange
on which registered
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Common
Stock, par value, $0.001 per share
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GTBP
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Nasdaq
Capital Markets
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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 3.02. Unregistered Sales of Equity
Securities.
On February 16, 2021, Alto Opportunity Master Fund, SPC -
Segregated Master Portfolio B (“Alto
B”) voluntarily converted
its Settlement Note dated December 18 2020 with a principal amount
of $500,000 and $7,500 of accrued interest into 149,265 shares of
common stock of the Company at a conversion rate of $3.40 per
share, after giving effect to the 1-for-17 reverse stock split
effected on February 10, 2021. The issuance of the shares of common
stock to Alto-B upon conversion of the Settlement Note was made in
reliance in reliance upon the exemption from registration provided
by Section 3(a)(9) of the Securities Act of 1933, as
amended.
SIGNATURE PAGE
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:
February 17, 2021
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By:
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/s/ Michael
Handelman
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Michael
Handelman
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Chief Financial
Officer
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