8-KThe WireRed Alert
Executive Change
Filed May 13, 2025 · 1y ago · Accession 0001641172-25-009941
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗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)
May
7, 2025
GT
Biopharma, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other Jurisdiction of Incorporation)
1-40023
(Commission
File Number)
94-1620407
(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)
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 Series
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
May 7, 2025, the board of directors (the “Board”) of GT Biopharma, Inc. (the “Company”) increased the size of
the Board from four to six members, and appointed Hilary Kramer as a non-employee director to fill the vacancy created by the increase
in the size of the Board, each pursuant to the authority granted under the Company’s Amended and Restated Bylaws. On May 7, 2025,
Bruce Wendel resigned as a member of the Board and all committees thereof.
On
May 8, 2025, the Board appointed Andrew Ritter as a non-employee director to fill one of the vacancies on the Board.
On
May 12, 2025, Rajesh Shrotriya resigned as a member of the Board and all committees thereof.
On
May 12, 2025, the Board resolved to reduce the number of directors from six to four members, and ratified the appointment of Mr. Ritter
and Ms. Kramer to the Audit Committee of the Board, the Compensation Committee of the Board (the “Compensation Committee) and the
Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), with Ms. Kramer serving as the chair
of the Nominating Committee and Mr. Ritter serving as chair of the Compensation Committee, effective as of the date each commenced service
on the Board, having determined that Mr. Ritter and Ms. Kramer both qualify as “independent” in accordance with Nasdaq’s
listing requirements, including those requirements specifically applicable to audit committee members.
2
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:
May 13, 2025
By:
/s/
Alan Urban
Alan
Urban
Chief
Financial Officer
3
Filing details
- Company
- GT Biopharma, Inc.
- Ticker
- GTBP
- CIK
- 109657
- Form type
- 8-K
- Filing date
- May 13, 2025
- Report date
- May 7, 2025
- Document
- form8-k.htm
- Size
- 203 KB