GT Biopharma Files 8-K: Material Agreement & Equity Sales
Ticker: GTBP · Form: 8-K · Filed: May 23, 2024 · CIK: 109657
Sentiment: neutral
Topics: material-agreement, equity-sale, 8-k
TL;DR
GT Biopharma filed an 8-K for a material agreement and equity sales. Keep an eye on this.
AI Summary
GT Biopharma, Inc. announced on May 21, 2024, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing details are part of their current report on Form 8-K.
Why It Matters
This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.
Risk Assessment
Risk Level: medium — The filing involves material agreements and unregistered equity sales, which can introduce financial and regulatory risks.
Key Players & Entities
- GT Biopharma, Inc. (company) — Registrant
- May 21, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- 001-40023 (filing_id) — SEC File Number
- 94-1620407 (tax_id) — IRS Employer Identification No.
FAQ
What is the nature of the material definitive agreement entered into by GT Biopharma, Inc.?
The filing does not specify the details of the material definitive agreement, only that one was entered into on or before May 21, 2024.
What type of equity securities were sold on an unregistered basis?
The filing mentions unregistered sales of equity securities but does not provide specific details about the type or amount of securities sold.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on May 21, 2024.
What is GT Biopharma, Inc.'s state of incorporation?
GT Biopharma, Inc. is incorporated in Delaware.
What are the key items reported in this Form 8-K filing?
This Form 8-K reports on the entry into a material definitive agreement, unregistered sales of equity securities, and includes financial statements and exhibits.
Filing Stats: 2,053 words · 8 min read · ~7 pages · Grade level 15.5 · Accepted 2024-05-23 06:02:41
Key Financial Figures
- $0.001 — ch registered Common Stock, par value $0.001 per share GTBP Nasdaq Capital Mark
- $4.35 — direct offering at an offering price of $4.35 per Share (the "Registered Direct Offer
- $5.4375 — ept they will have an exercise price of $5.4375 per share and will expire five years fr
Filing Documents
- form8-k.htm (8-K) — 58KB
- ex4-1.htm (EX-4.1) — 118KB
- ex5-1.htm (EX-5.1) — 24KB
- ex10-1.htm (EX-10.1) — 270KB
- ex10-2.htm (EX-10.2) — 115KB
- ex99-1.htm (EX-99.1) — 14KB
- ex99-1_001.jpg (GRAPHIC) — 2KB
- ex5-1_001.jpg (GRAPHIC) — 16KB
- 0001493152-24-021078.txt ( ) — 920KB
- gtbp-20240521.xsd (EX-101.SCH) — 3KB
- gtbp-20240521_lab.xml (EX-101.LAB) — 33KB
- gtbp-20240521_pre.xml (EX-101.PRE) — 22KB
- form8-k_htm.xml (XML) — 4KB
From the Filing
UNITED 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): May 21, 2024 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40023 94-1620407 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 8000 Marina Blvd ., Suite 100 Brisbane , CA 94005 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 Trading Symbol Name of exchange on which registered Common Stock, par value $0.001 per share GTBP Nasdaq Capital Market 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 1.01 Entry into a Material Definitive Agreement On May 21, 2024, GT Biopharma, Inc. (the "Company") signed a purchase agreement (the "Purchase Agreement") with certain institutional investors identified on the signature pages thereto (the "Purchasers") pursuant to which the Company agreed to issue and sell 740,000 shares of common stock, par value $0.001 per share (the "Shares"), in a registered direct offering at an offering price of $4.35 per Share (the "Registered Direct Offering"). In a concurrent private placement (the "Private Placement"), the Company also agreed to issue and sell to the Purchasers warrants to purchase one share of Common Stock for each share of common stock purchased in the offering (the "Common Warrants"). The Common Warrants have an exercise price equal to $4.35 and are exercisable immediately upon issuance and will expire on the date that is five years following the date of issuance. The Common Warrants are not and will not be listed for trading on any national securities exchange or other nationally recognized trading system. On May 21, 2024, the Company also entered into a placement agency agreement (the "Placement Agency Agreement" and together with the Securities Purchase Agreement, the "Agreements") with Roth Capital Partners, LLC (the "Placement Agent"), pursuant to which the Placement Agent acted as placement agent for the offering and the Company agreed to pay the Placement Agent an aggregate cash fee equal to 6% of the aggregate gross proceeds received by the Company from the sale of the securities in the offering. The Placement Agent Agreement includes indemnity and other customary provisions for transactions of this nature. The Company also agreed to reimburse the Placement Agent for certain of its offering-related expenses. In addition, the Company has agreed to issue to the Placement Agent (or its designees) placement agent warrants to purchase up to 88,800 shares of common stock as part of the compensation payable to the placement agent in connection with the offering (the "Placement Agent Warrants"). The Placement Agent Warrants will be in substantially similar form to the common warrants except they will have an exercise price of $5.4375 per share and will expire five years from the commencement of sales of the offering. The Shares were offered by the Company pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-267870) (the "Form S-3") initially filed with the Securities and Exchange Commission (the "Commission") on October 13, 2022, and declared effective by the Commission on October 20, 2022. The Common Warrants issued in the Private Placement and the shares issuable upon exercise of the Common Warrants (the "Common Warrant Shares") were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Sec