GT Biopharma, Inc.
For the period ended Oct 13, 2026. Filed Oct 13, 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.
Oct 13, 2026 · Filed Oct 13, 2026
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DEF 14A 1 formdef14a.htm DEF 14A
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
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement | ☐ | Confidential, For Use of the Commission Only |
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| ☒ | Definitive Proxy Statement | (as permitted by Rule 14a-6(e)(2)) | |
| ☐ | Definitive Additional Materials | ||
| ☐ | Soliciting Material under Rule 14a-12 | ||
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| ☐ | Fee paid previously with preliminary materials |
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505 Montgomery Street, 10th Floor
San Francisco, California 94111
(415) 919-4040
TO THE STOCKHOLDERS OF GT BIOPHARMA, INC.:
We are pleased to invite you to attend a Special Meeting of Stockholders (the “Special Meeting”) of GT Biopharma, Inc., a Delaware corporation (the “Company”). The Special Meeting will be held on November 11, 2026, at 1900 Avenue of the Stars, Suite 2700, Los Angeles, California 90067.
Enclosed are the following:
| ● | Our Notice of Special Meeting of Stockholders (the “Notice”) and proxy statement; and |
| ● | A proxy card with a return envelope to record your vote. |
The Notice lists the matters to be considered at the Special Meeting, and the proxy statement describes the matters listed in the Notice.
We intend to mail these proxy materials on or about October 13, 2026 to all stockholders of record entitled to vote at the Special Meeting.
Your vote at the Special Meeting is important. Whether or not you plan to attend the Special Meeting, we ask that you submit your proxy to vote as soon as possible so that your shares are represented at the Special Meeting. We appreciate your participation and your interest in GT Biopharma, Inc.
| October 13, 2026 | By Order of the Board of Directors |
|---|---|
| /s/ Michael Breen | |
| Michael Breen | |
| Executive Chairman of the Board of Directors and | |
| Chief Executive Officer |
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 11, 2026
TO THE STOCKHOLDERS OF GT BIOPHARMA, INC.:
You are cordially invited to attend the Special Meeting of Stockholders of GT Biopharma, Inc., a Delaware corporation (the “Company”), to be held on November 11, 2026, at 11:00 A.M. Pacific time at 1900 Avenue of the Stars, Suite 2700, Los Angeles, California 90067 (the “Special Meeting”), for the following purposes as more fully described in the accompanying proxy statement:
| Proposal | Board’s Voting Recommendation | |
| 1. | To approve an amendment and restatement of the Company’s Restated Certificate of Incorporation, as amended (the “Charter”), to eliminate sections referencing the Company’s series of preferred stock that are no longer designated, issued or outstanding, at any time on or prior to November 11, 2027. | FOR approval |
| 2. | To approve a second and separate amendment to the Charter to increase the number of authorized shares of the Company’s Common Stock from 25,000,000 to 250,000,000, at any time on or prior to November 11, 2027, in order to support, among other things, the general corporate purposes of the Company and potentially the additional share issuances of Common Stock issuable upon conversion of the Series M Preferred Stock and exercise of the Warrants, as described in Proposal No. 3 in the accompanying proxy statement. | FOR approval |
| 3. | To approve, for purposes of Rule 5635 of The Nasdaq Stock Market LLC, the issuance of 19.99% or more of the Company’s outstanding shares of Common Stock, par value $0.001 per share (the “Common Stock”), with respect to the transactions contemplated by the Securities Purchase Agreement, dated September 14, 2026, by and between the Company and the purchasers identified therein (as amended, the “Securities Purchase Agreement”), including the issuance of shares of Common Stock upon the (i) conversion of the Company’s Series M 10% Convertible Preferred Stock, par value $0.01 per share (the “Series M Preferred Stock”), and (ii) exercise of (x) warrants to purchase shares of Common Stock (the “Common Stock Warrants”) and (y) warrants to purchase up to a number of shares of Common Stock equal to the number of Greenshoe Conversion Shares (as defined below) (the “Vesting Warrants,” and together with the Common Warrants, the “Warrants”). | FOR approval |
| 4. | To consider and vote upon an adjournment of the Special Meeting from time to time to a later date or dates, if necessary, to establish a quorum and/or solicit additional proxies if there are not sufficient votes in favor of each of Proposal No. 1, Proposal No. 2 or Proposal No. 3 (the “Adjournment Proposal”). | FOR approval |
Only stockholders as of the record date, September 30, 2026 (the “Record Date”), or their duly appointed proxies, may attend the Special 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 Special Meeting and a legal proxy if you wish to vote at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available at the Special Meeting and at 1900 Avenue of the Stars, Suite 2700, Los Angeles, California 90067 for 10 days prior to the Special Meeting. We will begin mailing printed copies of our proxy materials to stockholders of record as of the record date on or about October 13, 2026.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING AND REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS VERY IMPORTANT. PLEASE COMPLETE, SIGN AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE SO THAT YOUR SHARES CAN BE VOTED AT THE SPECIAL MEETING IN ACCORDANCE WITH YOUR INSTRUCTIONS.
| October 13, 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 |
| QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING OF STOCKHOLDERS | 3 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 8 |
| PROPOSAL No. 1 APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR CHARTER TO ELIMINATE SECTIONS REFERENCING THE COMPANY’S SERIES OF PREFERRED STOCK THAT ARE NO LONGER DESIGNATED, ISSUED OR OUTSTANDING | 10 |
| PROPOSAL No. 2 APPROVAL OF A SECOND AND SEPARATE AMENDMENT TO OUR CHARTER TO INREASE THE COMPANY’S AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM 25,000,000 TO 250,000,000 | 12 |
| PROPOSAL No. 3 APPROVAL PURSUANT TO NASDAQ LISTING RULE 5635 OF THE ISSUANCE OF 19.99% OR MORE OF THE COMPANY’S OUTSTANDING SHARES OF COMMON STOCK IN CONNECTION WITH THE SECURITIES PURCHASE AGREEMENT, INCLUDING THE SHARES ISSUABLE UPON CONVERSION OF SHARES OF SERIES M PREFERRED STOCK AND EXERCISE OF THE WARRANTS | 15 |
| PROPOSAL No. 4 APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO ESTABLISH A QUORUM AND/OR SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE EACH OF THE OBSOLETE PREFERRED STOCK ELIMINATION PROPOSAL, THE INCREASE IN AUTHORIZED SHARES PROPOSAL OR THE ISSUANCE PROPOSAL | 19 |
| APPENDIX A: AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GT BIOPHARMA, INC. | A-1 |
| APPENDIX B: CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF GT BIOPHARMA, INC. | B-1 |
| APPENDIX C: AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GT BIOPHARMA, INC. | C-1 |
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 11, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.