Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
November 06 2023 - 5:25PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
Filed
by the registrant ☒ |
Filed
by a Party other than the Registrant ☐ |
Check
the appropriate box:
|
☐ |
Preliminary
Proxy Statement |
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Confidential,
For Use |
|
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Definitive
Proxy Statement |
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of
the Commission Only |
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☒ |
Definitive
Additional Materials |
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(as
permitted by Rule |
|
☐ |
Soliciting
Material under Rule 14a-12 |
|
14a-6(e)(2)) |
GT
BIOPHARMA, INC.
(Name
of Registrant as Specified in Its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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No
Fee Required |
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Fee
paid previously with preliminary materials |
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Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Open
letter to shareholders: GT Biopharma encourages shareholders to actively vote in favor of all proxy items — in
particular supporting GT Biopharma’s required proposal to implement a reverse stock split to maintain its listing on NASDAQ,
if necessary.
Dear
fellow GT Biopharma shareholders,
The
Board of Directors would like to thank you for your continued support of GT Biopharma during a most challenging macro- and industry-
environment, all of which has not deterred the Company from achieving its fiscal 2023 development goals. Furthermore, we remain well
funded to take GT Biopharma’s second-generation TriKE® technology platform into the clinic. Importantly, as we move into our
strategic planning for fiscal year 2024, we are encouraging shareholders to help actively support our corporate and clinical objectives
by emphatically voting in favor of the Company’s agenda in the upcoming special meeting of shareholders.
We
continue to quickly advance the Company’s lead second-generation Trike® nanobody assets into clinical development and remain
strong corporate stewards, delivering on milestones and objectives in the most capital efficient manner possible. We have supported our
past successes with not only strong pre-clinical data but in-human data from our first generation Trike® program. This novel technology
has the potential to be transformational in changing the therapeutic paradigm for patients with acute myeloid leukemia (AML), myelodysplastic
syndromes (MDS) and solid tumors. Your active participation in this upcoming ballot will be critical in allowing GT Biopharma to have
the option to carry out a reverse stock split in the event that the Board of Directors deems it necessary. The ability to remain listed
on the NASDAQ stock exchange is critical to accessing the capital markets.
Additionally,
we look forward to sharing additional details regarding the following upcoming development milestones for the 2023-2024 fiscal years.
Upcoming
Fiscal 2023 - 2024 Milestones
| ● | Pre-IND
filed for GTB 5550 in October 2023 for the treatment of B7H3 positive solid tumors |
| ● | IND
submission for GTB-3650, 2nd generation nanobody TriKE® for treatment of CD33+ leukemia,
including relapsed/refractory AML and high-risk MDS expected in Q4 2023 |
| ● | Phase
1 clinical trial initiation evaluating GTB-3650 for treatment of CD33+ leukemia anticipated
in 2024 upon investigational new drug (IND) approval |
| ● | Gathering
patient data on infusion of drug for GTB-3650 in the first half of fiscal 2024 |
| ● | GTB-5550
IND expected to be filed in second half of fiscal 2024 |
Please
note that the milestones above contain “forward-looking statements” regarding future events. All statements other than statements
of historical facts are statements that could be deemed to be forward-looking statements. These statements are based on current expectations,
estimates, forecasts, and projections about the markets in which we operate and the beliefs and assumptions of our management. Words
such as “expects,” “anticipates” or variations of such words, and similar expressions are intended to identify
such forward-looking statements. You are cautioned that these forward-looking statements are subject to a number of risks, uncertainties
and assumptions that are difficult to predict, estimate or verify. Therefore, actual results may differ materially and adversely from
those expressed in any forward-looking statements. Such risks and uncertainties include those factors described in the Company’s
most recent annual report on Form 10-K, as such may be amended or supplemented by subsequent quarterly reports on Form 10-Q, or other
reports filed with the Securities and Exchange Commission. Examples of forward-looking statements herein include statements regarding
our expected filing of IND applications, clinical development and trials, and gathering patient data. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements,
or events and circumstances reflected in the forward-looking statements will occur. You are cautioned not to place undue reliance on
these forward-looking statements, which are made only as of the date hereof, and the Company undertakes no obligation to publicly release
the result of any revisions to these forward-looking statements. For more information, please refer to the Company’s filings with
the Securities and Exchange Commission.
Yours
sincerely,
/s/
Michael Breen
Michael
Breen
Executive
Chairman and Interim Chief Executive Officer
GT Biopharma (NASDAQ:GTBP)
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