Current Report Filing (8-k)
09 Novembro 2022 - 7:01PM
Edgar (US Regulatory)
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2022-11-03
2022-11-03
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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)
November
3, 2022
GT
Biopharma, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other Jurisdiction of Incorporation)
| 1-40023 |
|
94-1620407 |
| (Commission File Number) |
|
(IRS Employer Identification
No.) |
8000
Marina Blvd., Suite 100
Brisbane,
CA 94005
(Address
of Principal Executive Offices and zip code)
(800)
304-9888
(Registrant’s
telephone number, including area code)
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:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each Class |
|
Trading
Symbol(s) |
|
Name
of each Exchange on which registered |
| Common stock, $0.001 par
value |
|
GTBP |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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 5.03. | Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On
November 3, 2022, the Board of Directors of GT Biopharma, Inc. (the “Company”) amended and restated the Company’s Restated
Bylaws (the “Amended Bylaws”) to update certain procedures and make various technical and conforming changes. The Amended
Bylaws were effective immediately and include, among other things, the following changes:
| ● | updating
the rules and procedures related to conducting shareholder meetings; |
| ● | updating
who has the authority to adjourn a shareholder meeting where a quorum is not present; |
| ● | updating
the advance notice requirements for director nominations and shareholder proposals; |
| ● | allowing
long-term shareholders the ability to nominate directors in the Company’s proxy statement
via a “proxy access” provision; and |
| ● | including
an exclusive forum provision. |
The
Amended Bylaws also contain conforming, clarifying and updating changes, as well as certain other routine and non-substantive updates
and revisions. The description above of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference
to the full text of the Amended Bylaws set forth in Exhibit 3.1 to this Form 8-K and incorporated in this Item by reference.
| Item
9.01. | Financial
Statements and Exhibits. |
(d)
Exhibits
SIGNATURE
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. |
| |
|
| Dated: November 9, 2022 |
By: |
/s/
Manu Ohri |
| |
Name: |
Manu Ohri |
| |
Title: |
Chief Financial Officer |
GT Biopharma (NASDAQ:GTBP)
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