Item
8.01 Other Events.
On
December 30, 2022, GT Biopharma, Inc. (the “Company”) signed a purchase
agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”) for the issuance
and sale, in a registered direct offering (the “Offering”), of 3,600,000 shares of the Company’s common stock,
par value $0.001 per share (the “Shares”), pre-funded warrants to purchase up to 2,900,000 shares of the Company’s
common stock (the “Pre-Funded Warrants”), and warrants to purchase up to an aggregate of 6,500,000 shares of the Company’s
common stock (the “Common Warrants”). The Common Warrants have an exercise price equal to $1.00, will be exercisable
commencing six months following issuance, and will have a term of exercise equal to five years following the initial exercise date. The
Pre-Funded Warrants have an exercise price of $0.0001 per Share, are immediately exercisable and can be exercised at any time
after their original issuance until such Pre-Funded Warrants are exercised in full. The Shares and Common Warrants were sold at an offering
price of $1.00 per Share and accompanying Common Warrant and the Pre-Funded Warrants and Common Warrants were sold at an
offering price of $0.9999 per Pre-Funded Warrant and accompanying Common Warrant.
The
offering of the Shares, the Common Warrants, the Pre-Funded Warrants, the Shares that are issuable from time to time upon exercise of
the Common Warrants and the Shares that are issuable from time to time upon exercise of the Pre-Funded Warrants (the “Offering”)
was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-267870) (the “Form S-3”)
initially filed with the Securities and Exchange Commission (the “Commission”) on October 13, 2022, and declared effective
by the Commission on October 20, 2022.
H.C.
Wainwright & Co., LLC (“Wainwright”) acted as the Company’s exclusive placement agent in connection with the Offering.
In connection with the Offering, the Company agreed to pay Wainwright a cash fee equal to $390,000, $35,000 for legal fees and
expenses and up to $15,950 for clearing expenses. In addition, the Company has agreed to grant placement agent warrants to
Wainwright to purchase up to 390,000 shares of Common Stock (the “Placement Agent Warrants”). The terms of
the Placement Agent Warrants are substantially the same as the terms of the Common Warrants, except the Placement
Agent Warrants will have an exercise price of $1.25 per share and will expire five years from the commencement of sales of the
Offering.
Wainwright
did not purchase or sell any of the Shares, the Common Warrants or the Pre-Funded Warrants and was not required to arrange the purchase
or sale of any specific number of securities or dollar amount. The gross proceeds to the Company from the Offering were $6.5
million, before deducting placement agent fees and other offering expenses. The Company anticipates using the net proceeds
from the Offering for general corporate purposes.
Pursuant to the Purchase Agreement, the Company
agreed for a period of 60 days following the closing of the Offering not to issue, enter into an agreement to issue or announce the issuance
or proposed issuance of the shares or any other securities convertible into, or exercisable or exchangeable for, shares.
Such restriction does not apply to, in addition to certain customary exceptions, certain securities issuances, the issuance by the Company
of equity or debt securities pursuant to acquisitions or strategic transactions approved by a majority of the Company’s disinterested
directors, where not for the purpose of raising capital, or certain other compensatory issuances. The Company has also agreed for a period
of one year following the closing date of the Offering not to (i) issue or agree to issue equity or debt securities convertible into,
or exercisable or exchangeable for, shares at a conversion price, exercise price or exchange price which floats with the trading price
of the shares or which may be adjusted after issuance upon the occurrence of certain events or (ii) enter into any agreement,
including an equity line of credit, whereby the Company may issue securities at a future-determined price, subject to certain exceptions.
The Purchase Agreement contains customary representations
and warranties, agreements and obligations, conditions to closing and termination provisions.
The foregoing descriptions of the Common Warrants,
the Pre-Funded Warrants, the Placement Agent Warrants and the Purchase Agreement are qualified in their entirety by reference
to the full text of the forms thereof, which are attached as Exhibits 4.1, 4.2, 4.3 and 10.1 hereto and incorporated by
reference herein. A copy of the legal opinion and consent of Baker & McKenzie LLP, New York counsel to the Company, relating to
the validity of the issuance and sale of the Shares, the Pre-Funded Warrants and Common Warrants is attached as Exhibit 5.1 hereto.
A copy of the press release announcing the Offering and the Company’s entry into the Purchase Agreement is attached as Exhibit
99.1 hereto.
The representations, warranties and covenants contained
in the Purchase Agreement were made solely for the benefit of the parties thereof. In addition, such representations, warranties and covenants
(i) are intended as a way of allocating the risk between the parties to the securities purchase agreement and not as statements of fact,
and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other
investors in, the Company. Accordingly, the form of Purchase Agreement is included with this filing only to provide investors with information
regarding the terms of the transactions. Moreover, information concerning the subject matter of the representations and warranties may
change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
Forward-Looking
Statements
This
report contains “forward-looking statements” within the meaning of the safe harbor from liability established by the Private
Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding our current beliefs, goals and expectations
about matters such as our expected financial performance and condition, operating results, our business strategy and our financing plans.
The forward-looking statements in this prospectus supplement are not based on historical facts, but rather reflect the current expectations
of our management concerning future results and events. The forward-looking statements generally can be identified by the use of terms
such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,”
“may,” “guidance,” “estimate,” “potential,” “outlook,” “target,”
“forecast,” “likely” or other similar words or phrases. Similarly, statements that describe our objectives, plans
or goals are, or may be, forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other
factors that may cause our actual results, performance or achievements to be different from any future results, performance and achievements
expressed or implied by these statements. We cannot guarantee that our forward-looking statements will turn out to be correct or that
our beliefs and goals will not change. Our actual results could be very different from and worse than our expectations for various reasons.
Important factors that could cause our actual results to differ materially from those indicated in the forward-looking statements include,
among others: our ability to develop and advance our current product candidates and programs into, and successfully complete, clinical
trials; our financial performance and our ability to effectively manage our anticipated growth; the period over which we estimate our
existing cash and cash equivalents will be sufficient to fund our future operating expenses and capital expenditure requirements; the
impact of laws and regulations; general economic conditions; the effects of the coronavirus on the ongoing disruption of supply chains,
the global economy, on the global financial markets and on our business; the timing, scope and likelihood of regulatory filings and approvals;
our ability to develop and advance our current product candidates and programs into, and successfully complete, clinical trials; our
continued reliance on third parties to conduct additional clinical trials of our product candidates; our manufacturing, commercialization,
and marketing capabilities and strategy; our intellectual property position, including the scope of protection we are able to establish
and maintain for intellectual property rights covering product candidates we may develop, including the validity of intellectual property
rights held by third parties, and our ability not to infringe, misappropriate or otherwise violate any third-party intellectual property
rights; the rate and degree of market acceptance and clinical utility of our product candidates we may develop; our ability to hire additional
qualified personnel and attract and retain key employees; and the result of any future financing efforts.
Any
forward-looking statement made in this Current Report on Form 8-K speaks only as of the date hereof. Factors or events that could cause
the Company’s actual results to differ from the statements contained herein may emerge from time to time, and it is not possible
for the Company to predict all of them. Except as required by law, the Company undertakes no obligation to publicly update any forward-looking
statements, whether as a result of new information, future developments or otherwise.
Item
9.01 Exhibits
(d)
Exhibits
#
The schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of
the omitted schedules to the SEC on a supplemental basis upon its request.
*
Portions of this exhibit (indicated by asterisks) have been omitted under rules of the SEC permitting the confidential treatment of select
information.