GT Biopharma Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
Common Shares Purchase Agreement
As previously disclosed on May 14, 2025, GT Biopharma, Inc. (the “Company”) entered into a common shares purchase agreement (the “Purchase Agreement”) with investors (each an “Investor,” and collectively, the “Investors”) relating to a committed equity facility (the “Facility”). Pursuant to the Purchase Agreement, the Company has the right from time to time at its option to sell to the Investors up to $20 million of its common stock subject to certain conditions and limitations set forth in the Purchase Agreement. Pursuant to the Purchase Agreement, the issuance of shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company, to each Investor is subject to a beneficial ownership limitation of 4.99% (the “Beneficial Ownership Limitation”), which in ease case restricts each Investor from purchasing shares of Common Stock under the Purchase Agreement which, when aggregated with all other shares of Common Stock then beneficially owned by such Investor and its affiliates, would result in the beneficial ownership by the Investor and its affiliates (on an aggregated basis) of more than 4.99% of the outstanding voting power or number of shares of Common Stock.
On June 10, 2025, the Company and the Investors entered into the First Amendment to Common Shares Purchase Agreement (the “First Amendment to Common Shares Purchase Agreement”) to increase the Beneficial Ownership Limitation to permit an Investor to beneficially own up to 9.99% of the outstanding voting power or number of shares of Common Stock under the Purchase Agreement.
The foregoing description of the First Amendment to Common Shares Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such exhibit, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 9, 2025, Andrew Ritter resigned as a member of the board of directors (the “Board”) of the Company and all committees thereof.
On June 10, 2025, the Board appointed David C. Mun-Gavin as a non-employee director of the Board.
On June 10, 2025, the Board ratified the appointment of Mr. Mun-Gavin to the Audit Committee of the Board, the Compensation Committee of the Board (the “Compensation Committee) and the Nominating and Corporate Governance Committee of the Board, with Mr. Mun-Gavin serving as chair of the Compensation Committee, effective as of the date he commenced service on the Board, having determined that Mr. Mun-Gavin qualifies as “independent” in accordance with Nasdaq’s listing requirements, including those requirements specifically applicable to audit committee members.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description | |
| 10.1 | First Amendment to Common Shares Purchase Agreement, dated as of June 10, 2025, between the Company and the investors identified therein. | |
| 104 | Cover Page Interactive Date File (embedded within the Inline XRBL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GT BIOPHARMA, INC. | ||
| Date: June 11, 2025 | By: | /s/ Alan Urban |
| Alan Urban | ||
| Chief Financial Officer | ||