8-KThe WireRoutine
Shareholder Vote
Filed Jul 24, 2025 · 11mo ago · Accession 0001641172-25-020847
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗Securities and Exchange Commission on June 11, 2025 (the “Proxy Statement”) were voted on
at the Annual Meeting. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Proxy Statement.
1.
Proposal to elect four members of the Registrant’s Board of Directors. The nominees were elected with the following votes:
Director
For
Withheld
Broker
Non-Votes
Michael
Breen
1,182,795
13,865
658,500
Charles
J. Casamento
1,179,274
17,386
658,500
Hilary
Kramer
1,180,361
16,299
658,500
David
C. Mun-Gavin
1,182,672
13,988
658,500
2.
The proposal to ratify the appointment of Weinberg & Company, P.A. as the Registrant’s independent accountants for the year
ending December 31, 2025 was approved with the following votes:
For
Against
Abstain
Broker
Non-Votes
1,794,403
59,346
1,411
—
3.
The proposal to approve, on a non-binding advisory basis, the Registrant’s executive compensation was approved with the following
votes:
For
Against
Abstain
Broker
Non-Votes
1,173,577
20,396
2,687
658,500
4.
The proposal to approve, pursuant to Rule 5635 of The Nasdaq Stock Market LLC, the issuance of 19.99% or more of the Registrant’s
outstanding shares of Common Stock, with respect to the transactions contemplated by (a) the Securities Purchase Agreement, dated May
12, 2025, by and between the Registrant and the purchasers identified therein, including the issuance of shares of Common Stock upon
the (i) conversion of the Registrant’s Series L 10% Convertible Preferred Stock and (ii) exercise of (x) warrants to purchase shares
of Common Stock and (y) warrants to purchase up to a number of shares of Common Stock equal to the number of Greenshoe Conversion Shares
and (b) the Common Shares Purchase Agreement, as amended, dated May 14, 2025, by and between the Registrant and the investors identified
therein was approved with the following votes:
For
Against
Abstain
Broker
Non-Votes
1,174,020
21,242
1,398
658,500
5.
The proposal to approve Amendment No. 1 to the GT Biopharma, Inc. 2022 Omnibus Incentive Plan increasing the number of shares available
for future awards thereunder by 583,334 shares of Common Stock was approved with the following votes:
For
Against
Abstain
Broker
Non-Votes
1,151,610
35,021
10,029
658,500
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:
July 24, 2025
By:
/s/
Alan Urban
Alan
Urban
Chief
Financial Officer
Filing details
- Company
- GT Biopharma, Inc.
- Ticker
- GTBP
- CIK
- 109657
- Form type
- 8-K
- Filing date
- Jul 24, 2025
- Report date
- Jul 24, 2025
- Document
- form8-k.htm
- Size
- 221 KB