Attached files
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EX-23.1 - CONSENT OF SELIGSON & GIANNATTASIO, LLP - GT Biopharma, Inc. | gtbp_ex231.htm |
EX-5.1 - OPINION OF BAKER & MCKENZIE LLP - GT Biopharma, Inc. | gtbp_ex51.htm |
As filed with the Securities and Exchange Commission on February
11, 2021
Registration No.
333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
GT BIOPHARMA, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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2834
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94-1620407
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State or other jurisdiction
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(Primary Standard Industrial
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(I.R.S. Employer
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incorporation or organization
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Classification Code Number)
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Identification Number)
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9350 Wilshire Blvd. Suite 203
Beverly Hills, CA 90212
(800) 304-9888
(Address, including zip code, and telephone number, including area
code, of registrant’s principal executive
offices)
Anthony J. Cataldo
Chief Executive Officer
9350 Wilshire Blvd. Suite 203
Beverly Hills, CA 90212
(800) 304-9888
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies of Communications to:
Roger W. Bivans
Baker & McKenzie LLP
1900 N. Pearl Street, Suite 1500
Dallas, TX 75201, USA
(214) 978 3000
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Ralph V. De Martino
Cavas S. Pavri
Alec Orudjev
Schiff Hardin LLP
901 K Street NW, Suite 700
Washington, DC 20001
Telephone: (202) 778-6400
Facsimile: (202) 778-6460
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Approximate date of commencement of proposed sale to the
public: As soon as practicable
after the effective date of this registration
statement.
If any securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933,
check the following box. ☐
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering. ☒ File
No. 333-251311
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities
Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
smaller reporting company, or
an emerging growth company. See
the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting
company,” and “emerging
growth company” in Rule
12b-2 of the Exchange
Act.
Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☐
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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
7(a)(2)(B) of the Securities
Act. ☐
_______________________
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities To Be Registered
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Proposed Maximum
Aggregate
Offering Price(1)(2)(3)
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Amount of Registration Fee(6)
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Units
consisting of:
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$3,650,000
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$398.22
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Shares
of common stock, par value $0.001 per share (the “Common
Stock”), included in the Units
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—
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(4)
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—
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Warrants
to purchase common stock included in the Units
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—
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(4)
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—
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Pre-Funded
Units consisting of:
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$—
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(3)
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$—
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Warrants
to purchase common stock included in the Pre-Funded
Units
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—
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(4)
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—
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Pre-funded
warrants to purchase common stock included in the Pre-Funded
Units
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—
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(4)
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—
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Underwriters’
over-allotment option (5)
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$547,500
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$59.73
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Underwriters’
warrants (5)
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$450,000
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$49.10
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Shares
of common stock issuable upon exercise of the Underwriter’s
warrants (5)
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—
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(4)
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—
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Shares
of common stock issuable upon exercise of the warrants included in
the Units and Pre-Funded Units
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—
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(4)
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—
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Shares
of common stock issuable upon exercise of the pre-funded warrants
included in the Pre-Funded Units
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—
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(4)
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—
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Shares
of common stock issuable upon exercise of the warrants included in
the Underwriter’s over-allotment option (5)
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—
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(4)
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—
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Total
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$4,647,500
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$507.05
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_____________
(1)
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Pursuant to Rule 416 promulgated under the Securities Act of 1933,
as amended (the “Securities Act”), this registration
statement shall also cover any an indeterminate number of
additional shares of the registrant’s common stock as may be issuable because of any
future stock dividends, stock distributions, stock splits, similar
capital readjustments or other anti-dilution
adjustments.
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(2)
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All amounts in this table are estimated solely for the purpose of
calculating the registration fee in accordance with Rule 457(o)
under the Securities Act.
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(3)
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The registrant previously registered a maximum aggregate offering
price of the units, pre-funded units, if any, the
underwriters’ over-allotment option and underwriters’
warrants, including any shares of common stock issuable upon
exercise of warrants included in such units, pre-funded units,
underwriters’ over-allotment option and underwriters’
warrant, of $24,250,000. The aggregate offering price of the units
proposed to be sold in the offering, including the additional units
registered hereby, will be reduced on a dollar-for-dollar basis
based on the aggregate offering price of the pre-funded units
offered and sold in the offering (plus the aggregate exercise price
of the shares of common stock issuable upon exercise of the
pre-funded warrants included in the pre-funded units).
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(4)
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No additional registration fee is payable pursuant to Rule 457(i)
under the Securities Act.
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(5)
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Includes
additional units which may be issued upon the exercise of a 45-day
option granted to the underwriters to cover over-allotments, if
any, up to 15% of the total number of units to be offered, which
may be exercised for shares of common stock, warrants or both at
the election of the underwriters. We have calculated the proposed
maximum aggregate offering price of the common stock underlying the
underwriter’s warrants to purchase up to 5% of the securities
sold in this offering by assuming that such warrants are
exercisable at a price per share equal to 125% of the public
offering price of the common stock in the units sold in this
offering.
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(6)
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The registrant previously registered a maximum aggregate offering
price of securities of $24,250,000 on its Registration Statement on
Form S-1 (File No. 333-251311 for which a filing fee of $2,645.68
was previously paid.
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This registration statement shall become effective upon filing with
the Securities and Exchange Commission in accordance with Rule
462(a) under the Securities Act of 1933, as amended.
1
EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE
GT
Biopharma, Inc., a Delaware corporation, is filing this
registration statement with respect to the registration of
additional securities pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, as amended (the “Securities
Act”). The contents of the registration statement on Form S-1
(Registration No. 333-251311), initially filed with the
Securities and Exchange Commission on December 11, 2020, as amended
by Amendment No. 1 thereto filed on February 2, 2021,
Amendment No. 2 thereto filed on February 8, 2021 and
Amendment No. 3 thereto filed on February 9, 2021, which was
declared effective on February 10, 2021, including the
exhibits thereto, are incorporated herein by
reference.
The
required opinions and consents are listed on an Exhibit Index
attached hereto and filed herewith.
2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
The following exhibits are filed with this registration
statement:
Exhibit Number
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Exhibit Description
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5.1*
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Opinion of Baker & McKenzie LLP*
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23.1*
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Consent of Seligson & Giannattasio, LLP
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23.2*
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Consent of Baker McKenzie LLP (included in Exhibit
5.1)
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Power of Attorney (included on
signature page to the registration statement on Form S-1 (File No.
33-251311) and incorporated by reference herein
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* Filed
herewith
(b) Financial Statement Schedules
None.
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of Los Angeles, State of California, on February 10, 2021.
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GT BIOPHARMA, INC.
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By:
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/s/
Anthony J. Cataldo
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Anthony J. Cataldo
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
/s/
Anthony J. Cataldo
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Anthony J. Cataldo, Chief Executive Officer and
Director
(principal executive officer)
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February 10, 2021
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/s/
Michael Handelman
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Michael Handelman, Chief Financial Officer
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(principal financial officer and principal accounting
officer)
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February 10, 2021
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*
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Bruce Wendel, Vice Chairman of the Board
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February 10, 2021
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*
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Greg Berk, Director
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February 10, 2021
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*
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Michael Breen, Director
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February 10, 2021
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*
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Rajesh Shrotriva, Director
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* By:
/s/ Anthony J. Cataldo
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Anthony J. Cataldo, Attorney-in-fact
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February
10, 2021
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