GT Biopharma, Inc.
For the period ended Jul 2, 2026. Filed Jul 2, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 2, 2026 · Filed Jul 2, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | ☐ | Confidential, For Use of the Commission Only |
|---|---|---|---|
| ☒ | Definitive Proxy Statement | (as permitted by Rule 14a-6(e)(2)) | |
| ☐ | Definitive Additional Materials | ||
| ☐ | Soliciting Material under Rule 14a-12 | ||
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No Fee Required |
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| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
505 Montgomery Street, 10th Floor
San Francisco, California 94111
(415) 919-4040
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 14, 2026
TO THE STOCKHOLDERS OF GT BIOPHARMA, INC.:
You are cordially invited to attend the Annual Meeting of Stockholders of GT Biopharma, Inc., a Delaware corporation (the “Company”), to be held on August 14, 2026, at 11:00 A.M. Pacific time at 1900 Avenue of the Stars, Suite 2700, Los Angeles, California 90067 (the “Annual Meeting”), for the following purposes as more fully described in the accompanying proxy statement:
| 1. | To elect four directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified; |
| 2. | To ratify the appointment of Weinberg & Company, P.A. as the Company’s independent accountants for the fiscal year ending December 31, 2026; |
| 3. | To hold an advisory vote on executive compensation; |
| 4. | To approve an amendment to our restated certificate of incorporation, as amended (the “Charter”), to effect (i) a reverse stock split with respect to our issued and outstanding common stock, par value $0.001 per share (“Common Stock”), including any shares of Common Stock held by the Company as treasury shares, at a ratio in a range of 1-for-10 to 1-for-30 (the “Reverse Stock Split”), with such ratio to be determined in the discretion of the board of directors of the Company (the “Board of Directors”) and (ii) a simultaneous reduction of the authorized shares of Common Stock to 25,000,000 and preferred stock to 1,500,000 (the “Reduction in Authorized Shares”), in each case with such action to be effected at such time and date, if at all, as determined by the Board of Directors within one year after the conclusion of the Annual Meeting; |
| 5. | To approve an amendment to the GT Biopharma, Inc. 2022 Omnibus Incentive Plan, as amended (the “2022 Plan”) increasing the number of shares available for future awards thereunder by 3,500,000 shares of Common Stock; |
| 6. | To approve a second and separate amendment to the 2022 Plan to adopt an evergreen provision providing for an automatic annual increase in the shares available for future awards under the 2022 Plan; and |
| 7. | To transact other business properly presented at the meeting or any postponement or adjournment thereof. |
Only stockholders as of the record date, June 30, 2026 (the “Record Date”), or their duly appointed proxies, may attend the Annual Meeting. If you hold your shares in “street name” (that is, through a broker, bank or nominee), your name does not appear in the Company’s records, so you will need to bring a copy of your brokerage statement reflecting your ownership of shares of Common Stock as of the Record Date to attend the Annual Meeting and a legal proxy if you wish to vote at the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available at the Annual Meeting and at 1900 Avenue of the Stars, Suite 2700, Los Angeles, California 90067 for 10 days prior to the Annual Meeting.
This Notice of Annual Meeting, the proxy statement, the proxy card and a copy of our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”) are first being made available to our stockholders on or about July 2, 2026.
Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote by telephone or the Internet by following the voting procedures described in the Proxy Materials. If you received printed proxy materials and wish to vote by mail, promptly complete, date and sign the enclosed proxy card and return it in the accompanying envelope.
| July 2, 2026 | By Order of the Board of Directors |
|---|---|
| /s/ Michael Breen | |
| Michael Breen Executive Chairman of the Board of Directors and Chief Executive Officer |
TABLE OF CONTENTS
| Page | |
|---|---|
| INFORMATION CONCERNING VOTING AND SOLICITATION OF PROXIES | 1 |
| FREQUENTLY ASKED QUESTIONS | 2 |
| PROPOSAL NO. 1 – ELECTION OF DIRECTORS | 8 |
| PROPOSAL NO. 2 – INDEPENDENT ACCOUNTANTS | 14 |
| PROPOSAL NO. 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION | 15 |
| EXECUTIVE COMPENSATION | 16 |
| PROPOSAL NO. 4 – APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO EFFECT THE REVERSE STOCK SPLIT AND A SIMULTANEOUS REDUCTION OF THE AUTHORIZED SHARES OF CAPITAL STOCK | 23 |
| PROPOSAL NO. 5 – APPROVAL OF AN AMENDMENT TO THE 2022 PLAN INCREASING THE NUMBER OF SHARES AVAILABLE FOR FUTURE AWARDS THEREUNDER BY 3,500,000 SHARES | 32 |
| PROPOSAL NO. 6 – APPROVAL OF A SECOND AMENDMENT TO THE 2022 PLAN TO ADOPT AN EVERGREEN PROVISION | 37 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 39 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 42 |
| DELINQUENT SECTION 16(A) REPORTS | 42 |
| STOCKHOLDER PROPOSALS | 43 |
| OTHER MATTERS | 43 |
| APPENDIX A – CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION | A-1 |
| APPENDIX B – PROPOSED AMENDMENT TO THE 2022 OMNIBUS INCENTIVE PLAN | B-1 |
| APPENDIX C – SECOND PROPOSED AMENDMENT TO THE 2022 OMNIBUS INCENTIVE PLAN | C-1 |
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PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 14, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.