Material Agreement

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)   April 25, 2024       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.)   8000 Marina Blvd. , Suite 100 Brisbane , CA 94005 (Address of Principal Executive Offices and zip code)   (800) 304-9888 (Registrant’s telephone number, including area code)   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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(b) under the Exchange Act (17 CFR 240.14a-12(b))     ☐ 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. ☐             Item 1.01 Entry into a Material Definitive Agreement.   As previously reported, on August 24, 2022, the Registrant entered into a Settlement and Investment Agreement (the “Agreement”) with Cytovance Biologics, Inc. (“Cytovance”), pursuant to which, upon the terms and subject to the conditions set forth therein, the Agreement limits Cytovance’s ownership of shares of the Registrant’s common stock to 4.9% of the outstanding shares of the Registrant’s common stock. On April 25, 2024, the Registrant entered into Amendment No. 1 to Settlement and Investment Agreement (the “Amendment”) with Cytovance to increase the limit on Cytovance’s ownership of shares of the Registrant’s common stock from 4.9% to 9.9% of the outstanding shares of the Registrant’s common stock. All other terms and conditions of the Agreement remain unchanged and in full force and effect.   The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Amendment attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference into this Item 1.01.   Item 9.01 Financial Statements and Exhibits.   (d) Exhibits   Exhibit No.   Description 10.1   Amendment No. 1 to Settlement and Investment Agreement, dated as of April 25, 2024, by and between GT Biopharma, Inc. and Cytovance Biologics, Inc. 104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.         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: April 30, 2024 By: /s/ Manu Ohri     Manu Ohri     Chief Financial Officer