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 17,
2021
GT Biopharma, Inc.
(Exact
name of registrant as specified in its charter)
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:
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 Market
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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 17, 2021, Empery Asset Master Ltd., Empery Tax
Efficient, LP and Empery Tax Efficient II, LP (collectively, the
“Empery
Funds”) voluntarily
converted their Settlement Notes dated June 19, 2020, with an
aggregate principal amount of $517,500 and $34,213 of accrued
interest into 162,268 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
Empery Funds contemporaneously exercised their pre-funded warrants
to acquire 83,825 shares of common stock The issuance of the shares
of common stock to the Empery Funds upon conversion of the
Settlement Notes and the exercise of the warrants 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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