Attached files
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| EX-10.1 - FORM OF STANDSTILL AND FORBEARANCE AGREEMENT BETWEEN THE COMPANY AND EACH HOLDER - GT Biopharma, Inc. | gtbp_ex101.htm |
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): June 23,
2020
GT Biopharma, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-08092
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94-1620407
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(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 exchangeon which registered
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N/A
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N/A
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N/A
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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 1.01.
Entry into a Material Definitive Agreement.
Effective as of June 23, 2020 (the “Effective
Date”), GT Biopharma,
Inc. (the “Company”)
entered into the previously disclosed Standstill and Forbearance
Agreements (collectively, the “Forbearance
Agreements”) with the
holders of $13.2 million aggregate principal amount of the
Company’s outstanding convertible notes and debentures
(collectively, the “Default
Notes”), which are
currently in default. Pursuant to the Forbearance Agreements, the
holders of the Default Notes have agreed to forbear from exercising
their rights and remedies under the Default Notes (including
declaring such Default Notes (together with any default amounts and
accrued and unpaid interest) immediately due and payable) until the
earlier of (i) the date that the Company completes a subsequent
capital raise in the amount of $15 million and, in connection
therewith, commences listing on NASDAQ (collectively, the
“New
Financing”) or (ii)
October 1, 2020 (the “Termination
Date”).
The obligations of the holders to forbear from exercising their
rights and remedies under the Default Notes pursuant to the
Forbearance Agreements will terminate on the earliest of (i) the
Termination Date, (ii) the date of any bankruptcy filing by the
Company or its subsidiaries, (iii) the date on which the Company
defaults on any of the terms and conditions of the Forbearance
Agreements or (iv) the date the Forbearance Agreements are
otherwise terminated or expire.
The Forbearance Agreements contain various customary and other
representations, warranties and covenants of the Company and the
holders of the Default Notes, including an agreement that the
Default Notes (together with any default amounts and accrued and
unpaid interest) will be converted into the Company’s common
stock upon the closing of a New Financing at a conversion price
equal to the lesser of (i) the conversion price in effect for the
Default Notes on the date of such New Financing or (ii) 75% of the
lowest per share price at which Common Stock is or may be issued in
connection with such New Financing, in each case, subject to
certain beneficial ownership limitations (with a maximum ownership
limit of 9.9%). Shares of the Company’s Series J-1 preferred
stock, which are convertible into the Company’s common stock,
will be issued in lieu of common stock to the extent that
conversion of the Default Notes is prohibited by such beneficial
ownership limitations.
In addition, to the extent that any holders of the Default Notes
also hold warrants to purchase shares of the Company’s common
stock, the exercise price, number of underlying shares and
expiration date of such warrants will also be subject to adjustment
upon closing of a New Financing in accordance with the terms of the
Forbearance Agreements.
The foregoing description of the Forbearance Agreements does not
purport to be complete and is qualified in its entirety by
reference to the full text of the form of Forbearance Agreement
attached to this Current Report on Form 8-K as Exhibit 10.1 and
incorporated by reference into this Item 1.01. The Company has
entered into a Forbearance Agreement in the form attached hereto as
Exhibit 10.1 with 24 holders of the Default Notes.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
Form of Standstill and Forbearance Agreement between the Company
and each holder of the Default Notes.
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:
June 23, 2020
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By:
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/s/
Steven Weldon
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Steven
Weldon
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Chief
Financial Officer
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