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EX-3.1 - CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF GT BIOPHARMA, INC. - GT Biopharma, Inc. | gtbp_ex31.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): February 10,
2021
GT Biopharma, Inc.
(Exact
name of registrant as specified in its charter)
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:
Title of each class
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Trading Symbol
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Name of exchangeon which registered
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Common
Stock, par value $0.001 per share
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GTBP
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Nasdaq
Capital Market
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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
On February 11, 2021, GT Biopharma, Inc. (the
“Company”) entered
into an underwriting agreement (the “Underwriting
Agreement”) with Roth Capital Partners, LLC as representative
of the underwriters set forth on Schedule I thereto (collectively,
the “Underwriters”), relating to the Company’s
offering of 4,300,000 units consisting of (i) one share of
the Company’s common stock and (ii) one warrant to purchase
one share of common stock (the “Units”) (or, at the
option of the purchaser, one pre-funded warrant to purchase one
share of common stock and one warrant to purchase one share of
common stock (the “Pre-Funded Units”)) and
the grant of an over-allotment option to the Underwriters not to
exceed 15% of the aggregate Units and Pre-Funded Units sold
(“Optional
Shares”), in an underwritten public offering (the
“Offering”), as well as
the issuance of a warrant to the Underwriters to purchase a number
of securities equal to 5% of the securities sold in the Offering at
an exercise price equal to 125% of the public offering price of the
combination of shares and warrants for a five-year term (the
“Underwriters’
Warrant”).
The Company agreed to sell the Units and Pre-Funded Units to the
Underwriters at a price of $5.06 per Unit or Pre-Funded Unit, as
applicable, and at an initial price to the public of $5.50 per Unit
or Pre-Funded Unit, as applicable, with each warrant included in
such Unit or Pre-Funded Unit being exercisable for one share of
common stock at an exercise price of $5.50.
The Offering is made pursuant to the Company’s registration
statement on Form S-1 (File No. 333-251311), as amended, under the
Securities Act of 1933, as amended (the “Securities
Act”) and its registration statement on Form S-1 filed under
Rule 462(b) promulgated under the Securities Act.
The Underwriting Agreement includes customary representations,
warranties and covenants by the Company. It also provides that the
Company will indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act, or
contribute to payments the Underwriters may be required to make
because of any of those liabilities.
The closing of the Offering is expected to occur on February 16,
2021, subject to customary closing conditions. Effective as of the
opening of market trading on February 11, 2021, the Common Stock
began trading on the Nasdaq Capital Market under the symbol
GTBP.
The foregoing description of the Underwriting Agreement and Underwriters’ Warrant is a
summary of the material terms thereof, does not purport to be
complete and is qualified in its entirety by reference to the full
text of the Underwriting
Agreement, which is
filed with this report as Exhibit 1.1, and the form of Underwriters’
Warrant.
Item 5.03 Amendments to Certificate of Incorporation or Bylaws;
Change in Fiscal Year
Effective February 10, 2021 at 5:30 p.m., Eastern time (the
“Effective Time”), the Company amended its Certificate
of Incorporation (the “Amendment”) to effect a reverse
stock split of the Company’s common stock at a ratio of
1-for-17 (the “Stock Combination”).
There shall be no fractional shares issued as a result of the Stock
Combination. In lieu thereof, the aggregate of all fractional
shares otherwise issuable to the holders of record of old common
stock shall be issued to the Company’s transfer agent for the
accounts of all holders of record of old common stock otherwise
entitled to have a fraction of a share issued to them. The sale of
all fractional interests will be effected by the transfer agent as
soon as practicable after the Effective Time on the basis of
prevailing market prices of the applicable new common stock. After
such sale, the transfer agent will pay to such holders of record
their pro rata share of the net proceeds derived from the sale of
the fractional interests.
The Stock Combination will not reduce the number of authorized
shares of common stock. As a result, after giving effect to the
Stock Combination, the Company will remain authorized to issue a
total of 750,000,000 shares of common stock, $0.001 par value per
share.
The foregoing description of the Amendment is a summary of the
material terms thereof, does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Amendment, which is filed with this report as Exhibit 3.1 and
herein incorporated by reference.
Item 9.01 Exhibits
(d)
Exhibits
Underwriting
Agreement, dated February 11, 2021, by and between GT Biopharma,
Inc. and Roth Capital Partners, LLC (incorporated by reference to
Exhibit 1.1 to the Company’s Registration Statement on Form
S-1 (Registration No. 333-241311) filed on February 8,
2021)
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Certificate
of Amendment of Certificate of Incorporation of GT Biopharma,
Inc.
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SIGNATURE PAGE
Pursuant
to the requirement of the Securities and Exchange Act of 1934, the
Company 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: February 11,
2021
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By:
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/s/ Michael
Handelman
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Michael
Handelman
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Chief Financial
Officer
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