CUSIP
No. 691829402
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13G
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Page
2 of 4 Pages
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1.
NAMES OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alpha
Capital Anstalt
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
☐
(b)
☐
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Liechtenstein
5.
SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON – 2,966,667 shares of Common Stock, which includes shares issuable upon conversion of a secured convertible
note (“Note”) at a conversion price equal to $0.60, which Note is subject to a 9.99% blocker provision *
6.
SHARED VOTING POWER - None
7.
SOLE DISPOSITIVE POWER – 2,966,667 shares of Common Stock, which includes shares issuable upon conversion of a secured convertible
note (“Note”) at a conversion price equal to $0.60, which Note is subject to a 9.99% blocker provision *
8.
SHARED DISPOSITIVE POWER – None
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 2,966,667 shares of Common Stock, which includes shares issuable upon conversion of a secured convertible
note (“Note”) at a conversion price equal to $0.60, which Note is subject to a 9.99% blocker provision *
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%
*
12.
TYPE OF REPORTING PERSON
CO
*
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Based on 50,227,978 shares outstanding on December 31, 2018 as described in the Issuer’s Form 10-Q for
the quarter ended September 30, 2018.
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CUSIP
No. 691829402
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13G
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Page
3 of 4 Pages
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ITEM
1 (a) NAME OF ISSUER: GT Biopharma, Inc.
ITEM
1 (b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
4830 West Kennedy Blvd, Suite 600, Tampa, FL
33609
ITEM
2 (a) NAME OF PERSON FILING: Alpha Capital Anstalt
ITEM
2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Lettstrasse
32, FL-9490 Vaduz, Furstentums, Liechtenstein
ITEM
2 (c) CITIZENSHIP: Liechtenstein
ITEM
2 (d) TITLE OF CLASS OF SECURITIES: Common Stock
ITEM
2 (e) CUSIP NUMBER: 691829402
ITEM
3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B): Not applicable
ITEM
4 OWNERSHIP
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(a)
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AMOUNT
BENEFICIALLY OWNED: 2,966,667 shares of Common Stock, which includes shares issuable upon conversion of a secured convertible
note (“Note”) at a conversion price equal to $0.60, which Note is subject to a 9.99% blocker provision *
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(b)
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PERCENT
OF CLASS: 5.9%
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(c)
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NUMBER
OF SHARES AS TO WHICH SUCH PERSON HAS:
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(i)
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SOLE
POWER TO VOTE OR DIRECT THE VOTE
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2,966,667 shares of Common Stock, which
includes shares issuable upon conversion of a secured convertible note (“Note”) at a conversion price equal to $0.60,
which Note is subject to a 9.99% blocker provision *
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(ii)
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SHARED
POWER TO VOTE OR DIRECT THE VOTE
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0
Shares
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(iii)
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SOLE
POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
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2,966,667 shares of Common Stock, which
includes shares issuable upon conversion of a secured convertible note (“Note”) at a conversion price equal to $0.60,
which Note is subject to a 9.99% blocker provision *
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(iv)
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SHARED
POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
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0
Shares
CUSIP
No. 691829402
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13G
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Page
4 of 4 Pages
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ITEM
5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not
applicable
ITEM
6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not
applicable
ITEM
7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not
applicable
ITEM
8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP
Not
applicable
ITEM
9 NOTICE OF DISSOLUTION OF GROUP
Not
applicable
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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February 13, 2019
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(Date)
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/s/
Konrad Ackermann
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(Signature)
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Konrad
Ackermann, Director
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(Name/Title)
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