GT Biopharma, Inc.

8-K · form8-k.htm

0000109657

 2026-06-08
 2026-06-08

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 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): June 8, 2026

  

  

  

 GT
Biopharma, Inc.

 (Exact
name of registrant as specified in its charter)

  

 Delaware

 (State
or other Jurisdiction of Incorporation)

  

 1-40023
  
 94-1620407

 (Commission

 File
 Number)

  
 (IRS
 Employer

 Identification
 No.)

  

 N/A 1

 (Address
of Principal Executive Offices and zip code)

  

 (415)
 919-4040

 (Registrant’s
telephone number, including area code)

  

 N/A

 (Former
name or former address, 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:

  

 ☐
 Written
 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  
  

 ☐
 Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  
  

 ☐
 Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  
  

 ☐
 Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities
registered pursuant to Section 12(b) of the Act:

  

 Title
 of each class
  
 Trading
 Symbol(s)
  
 Name
 of each exchange on which registered

 Common
 stock, $0.001 par value
  
 GTBP
  
 The
 Nasdaq Stock Market LLC

  

 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. ☐

  

  

 1
Effective as of July 1, 2024, the Company became a fully remote company. We do not maintain a principal executive office. For purposes
of compliance with applicable requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
any stockholder communication required to be sent to the Company’s principal executive offices may be directed to 505 Montgomery
Street , 10th Floor , San Francisco , California 94111 , or by email to auditcommittee@gtbiopharma.com.

  

  

  

  

  

  

 Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

  

 On
June 8, 2026, the Board of Directors (the “Board”) of GT Biopharma, Inc., a Delaware corporation (the “Company”)
approved an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws, effective June 8, 2026, to reduce
the number of shares that are required to be present in person or by proxy at a meeting of the Company’s stockholders (a “Meeting”)
for purposes of establishing a quorum. Prior to the Amendment, the presence, in person or by proxy duly authorized, of the holders of
a majority of the outstanding shares of stock entitled to vote was required to establish a quorum for the transaction of business at
a Meeting. As approved in the Amendment, the presence, in person or by proxy duly authorized, of the holders of not less than one-third
(1/3) of the outstanding shares of stock entitled to vote will constitute a quorum for the transaction of business at a Meeting.

  

 The
Board adopted the Amendment to be better able to obtain a quorum and conduct business at a Meeting. The Board based its decision on the
increasing prevalence of brokerage firms opting to forgo discretionary or proportionate voting of the shares held by them in street name,
which is making it increasingly difficult for companies to obtain a quorum of the majority. The change to the quorum requirement was
made to improve the Company’s ability to hold Meetings when called.

  

 The
foregoing description of the Amendment is qualified by reference to the full text of the Amendment, which is attached to this Form 8-K
as Exhibit 3.1, and which is incorporated herein by reference.

  

 Item
9.01 Financial Statements and Exhibits.

  

 (d)
Exhibits.

  

 Exhibit

 Number

  
 Description

  
  
  

 3.1
  
 Amendment No. 1 to the Amended and Restated Bylaws of GT Biopharma, Inc.

 104
  
 Cover
 Page Interactive Data File, formatted in Inline XBRL

  

  

  

  

 SIGNATURES

  

 Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

  

  
 GT
 BIOPHARMA, INC.

  
  

 Date:
 June 12, 2026
 By:
 /s/
 Alan Urban

  
  
 Alan
 Urban

  
  
 Chief
 Financial Officer