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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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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
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