Form 8-K

8-K — GT Biopharma, Inc.

Accession: 0001493152-26-043562

Filed: 2026-09-21

Period: 2026-09-18

CIK: 0000109657

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0000109657

2026-09-18

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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)

September

18, 2026

Biopharma, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

(State

or other Jurisdiction of Incorporation)

1-40023

94-1620407

(Commission

File

Number)

(IRS

Employer

Identification

No.)

N/A1

(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 ☐

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. ☐

1Effective

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

1.01 Entry into a Material Definitive Agreement.

Private

Placement of Preferred Stock and Warrants

previously disclosed, on September 14, 2026, GT Biopharma, Inc. (the “Company”) entered into a Securities Purchase Agreement

(the “Securities Purchase Agreement”) with the purchasers identified therein (collectively, the “Original Purchasers”)

providing for the issuance and sale to the Original Purchasers of (i) up to 8,277.778 shares of the Company’s Series M 10% Convertible

Preferred Stock (the “Preferred Stock”), (ii) warrants to purchase up to a number of shares of common stock of the Company

(the “Common Stock”) equal to 100% of the shares of the Company’s Common Stock issuable upon conversion of the shares

of Preferred Stock (the “Common Warrants”), and (iii) warrants to purchase up to a number of shares of Company’s Common

Stock equal to the number of Greenshoe Conversion Shares (as defined in the Securities Purchase Agreement) issuable upon exercise of

the Greenshoe Right (as defined below) (the “Vesting Warrants” and together with the Common Warrants, the “Warrants”),

with an aggregate stated value of $8,277,778, for an aggregate purchase price of $7,450,000 (the “Offering”).

September 18, 2026, the Company and the requisite Original Purchasers entered into the First Amendment to Securities Purchase

Agreement (the “First Amendment to Securities Purchase Agreement”) with a new purchaser (the “New Purchaser,”

and together with the Original Purchasers, the “Purchasers”) to increase the number of shares of Preferred Stock issuable

under the Securities Purchase Agreement, as amended, to 8,611.111 shares of Preferred Stock, and thereby increase the accompanying Warrants,

with an aggregate stated value of $8,611,111.11, for an aggregate purchase price of $7,750,000, on the same terms and conditions as previously

disclosed.

Pursuant

to the First Amendment to Securities Purchase Agreement, each Purchaser may elect to purchase shares of Preferred Stock with an aggregate

stated value of up to $34,675,615 (the “Greenshoe Rights”) for an aggregate purchase price of $31,208,054, subject to adjustments,

as further described in the Securities Purchase Agreement, as amended. Each Purchaser is entitled to exercise its respective Greenshoe

Rights for an amount of Preferred Stock equal to the ratio of such Purchaser’s original subscription amount to the original aggregate

subscription amount of all Purchasers.

The

securities in the Offering were offered privately pursuant to Rule 506(b) of Regulation D under the Securities Act of 1933, as amended.

Registration

Rights Agreement

previously disclosed, on September 14, 2026, the Company and the Original Purchasers entered into a registration rights agreement (the

“Registration Rights Agreement”) pursuant to which the Company agreed to file a registration statement with the Securities

and Exchange Commission (the “SEC”) covering the public resale of the Common Stock issuable upon conversion of the Preferred

Stock and upon exercise of the Warrants. The Company has agreed to file a registration statement within thirty (30) days after the initial

closing and after each closing of the exercise of a Greenshoe Right in accordance with the Securities Purchase Agreement, as amended,

to become effective no later than sixty (60) days after the Closing Date (as defined in the Securities Purchase Agreement) or each Trigger

Date (as defined in the Registration Rights Agreement), or in the event of a “full review” by the SEC, ninety (90) days after

the Closing Date or each Trigger Date. On September 18, 2026, the New Purchaser executed a joinder agreement to the Registration

Rights Agreement on the same terms and conditions (the “Joinder”).

Certificate

of Increase to Certificate of Designations of Preferences, Rights and Limitations of Series M Convertible Preferred Stock

previously disclosed, on September 14, 2026, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of

Series M 10% Convertible Preferred Stock with the Secretary of State of the State of Delaware (the “Certificate of Designations”).

September 18, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Increase (the “Certificate

of Increase”) increasing the shares of the Preferred Stock as designated in the Certificate of Designations from 41,778 shares

to 43,287 shares.

The

foregoing descriptions of the Certificate of Increase, First Amendment to Securities Purchase Agreement and Joinder do not purport to

be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are attached as Exhibits

3.1, 10.1 and 10.2 to this Current Report on Form 8-K, which are incorporated herein by reference.

Item

3.02 Unregistered Sales of Equity Securities.

The

information set forth in Item 1.01 is incorporated by reference into this Item 3.02 in its entirety.

Item

3.03 Material Modification to Rights of Security Holders.

The

information set forth in Item 1.01 is incorporated by reference into this Item 3.03 in its entirety.

Item

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The

information set forth in Items 1.01 is incorporated by reference into this Item 5.03 in its entirety.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

3.1

Certificate of Increase to Certificate of Designation of Preferences, Rights and Limitations of Series M 10% Convertible Preferred Stock.

10.1

First

Amendment to Securities Purchase Agreement, dated as of September 18, 2026, between the Company and the purchasers identified

therein.

10.2

Joinder

to Registration Rights Agreement, dated as of September 18, 2026, between the Company and the purchaser identified therein.

104

Cover

Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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.

BIOPHARMA, INC.

Date:

September 21, 2026

By:

/s/

Alan Urban

Alan

Urban

Chief

Financial Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit 3.1

biopharma, Inc.

CERTIFICATE

OF INCREASE

THE

DESIGNATED NUMBER OF SHARES OF

SERIES

M 10% CONVERTIBLE PREFERRED STOCK

PURSUANT

TO SECTION 151(G) OF THE

GENERAL

CORPORATION LAW OF THE STATE OF DELAWARE

Biopharma, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the

State of Delaware (the “DGCL”), hereby certifies as follows:

FIRST:

That pursuant to the authority expressly granted and vested in the board of directors of the Corporation (the “Board”)

by the certificate of incorporation of the Corporation, as amended (the “Certificate of Incorporation”), the Board previously

adopted resolutions creating and authorizing a series of 41,778 shares of preferred stock, par value $0.01 per share (“Preferred

Stock”), of the Corporation designated as Series M 10% Convertible Preferred Stock (“Series M Preferred Stock”),

subject to the Certificate of Designation of Preferences, Rights and Limitations of Series M 10% Convertible Preferred Stock filed with

the Secretary of State of the State of Delaware on September 14, 2026 (the “Certificate of Designation”).

SECOND:

That the holders of a majority of the then outstanding shares of the Series M Preferred Stock, have consented, in accordance with the

Certificate of Designation, on September 18, 2026, to this Certificate of Increase on the terms set forth herein.

THIRD:

That pursuant to the authority conferred upon the Board pursuant to the Certificate of Incorporation, the Board duly adopted resolutions

on September 17, 2026 increasing the number of shares designated as Series M Preferred Stock of the Corporation as follows:

RESOLVED,

pursuant to the authority expressly granted and vested in the Board under the Certificate of Incorporation and the DGCL, the total number

of designated shares of Series M Preferred Stock pursuant to the Certificate of Designation is hereby increased from 41,778 shares to

43,287 shares; and

RESOLVED

FURTHER, that the powers, designations, preferences and relative participating, optional or other special rights, and qualifications,

limitations or restrictions of the Series M Preferred Stock in the Certificate of Designation shall remain unchanged as set forth in

the Certificate of Designation, subject to the aforementioned increase in the designated number of shares of Series M Preferred Stock

to 43,287 shares.

WITNESS WHEREOF, the Corporation has caused this Certificate of Increase to be signed on its behalf by its duly authorized officer on

this 18th day of September, 2026.

biophARMA, INC.

By:

/s/

Michael Breen

Michael

Breen

Title:

Executive

Chairman & Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit 10.1

FIRST

AMENDMENT TO SECURITIES PURCHASE AGREEMENT

THIS

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of September 18, 2026, is entered

into among GT Biopharma, Inc., a Delaware corporation (the “Company”) and each Person identified on the signature

pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Securities Purchase Agreement

(as defined below).

RECITALS

The Company, Five Narrow Lane, L.P. (“Five Narrow”), Bristol Investment Fund, Ltd. (“Bristol”)

and certain other purchasers (collectively, the “Initial Purchasers”) are parties to that certain Securities Purchase

Agreement, dated as of September 14, 2026 (the “Securities Purchase Agreement”).

The Company has requested that the Initial Purchasers agree to amend the Securities Purchase Agreement to add Nicholas Nikolov (“Nikolov”)

as a party thereto and approve other related amendments to the Securities Purchase Agreement, and the Majority Purchasers (as defined

below) have agreed to such requests, subject to the terms and conditions of this Amendment.

Pursuant to Section 5.5 of the Securities Purchase Agreement, the Securities Purchase Agreement may be amended upon the written consent

by the Company and such Purchasers which purchased at least 50.1% in interest of the Preferred Stock based on the initial Subscription

Amounts thereunder (the “Majority Purchasers”).

Five Narrow and Bristol constitute the Majority Purchasers under the Securities Purchase Agreement.

NOW,

THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the parties hereto agree as follows:

AMENDMENTS

Amendments.

(a)

Section

2.1 of the Securities Purchase Agreement is hereby amended and restated in its entirety to read as follows:

2.1

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the

execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly,

agree to purchase, up to an aggregate of $8,611,111.11 of shares of Preferred Stock for an aggregate purchase price equal to $7,750,000.

The aggregate number of shares of Preferred Stock sold hereunder on the Closing Date shall be up to 8,611.1111. Each Purchaser shall

deliver to the Company, via wire transfer, immediately available funds equal to such Purchasers Subscription Amount and the Company shall

deliver to each Purchaser its respective shares of Preferred Stock and Warrants as determined pursuant to Section 2.2(a), and the Company

and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants

and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Five Narrow Lane Counsel or such other location

as the parties shall mutually agree and take place remotely by electronic transfer of the Closing documentation.

(b)

Section

2.4(a) of the Securities Purchase Agreement is hereby amended and restated in its entirety to read as follows:

2.4

Greenshoe Rights.

(a)

From the date hereof until the date that no Greenshoe Securities (as defined herein) remain available for purchase, each Purchaser may,

in its sole determination, elect to purchase, severally and not jointly with the other Purchasers and, subject to the proviso below,

in one or more closings, shares of Preferred Stock with an aggregate Stated Value thereof of up to $34,675,615 (such securities, the

“Greenshoe Securities” and such shares of Common Stock issuable upon conversion of such Greenshoe Securities (the

“Greenshoe Conversion Shares”) and such right to receive the Greenshoe Securities pursuant to this Section 2.4, the

“Greenshoe Rights”), for an aggregate purchase price equal to $31,208,054, provided the conversion price of the Preferred

Stock and Exercise Price of the Vesting Warrants shall be equal to the Conversion Price (as set forth in Section 6(b) of the Certificate

of Designation) and the Warrants shall be adjusted pursuant to the adjustment provisions thereunder. Each Purchaser is hereby entitled

to exercise its respective Greenshoe Rights for an amount of Greenshoe Securities equal to the ratio of such Purchaser’s original

Subscription Amount to the original aggregate Subscription Amount of all Purchasers, provided that, in connection with the exercise of

Greenshoe Rights, such Purchaser shall purchase Greenshoe Securities having a Stated Value at least equal to the lesser of (i) $100,000

and (ii) the balance of the Greenshoe Rights attributable to such Purchaser hereunder.

Joinder.

By executing and delivering this Amendment, Nikolov hereby agrees to become a party to, to be bound by, and to comply with the provisions

of, the Securities Purchase Agreement as a Purchaser in the same manner as if Nikolov were an original signatory to the Securities

Purchase Agreement, and Nikolov will be deemed for all purposes to be a Purchaser thereunder.

Securities

Laws Disclosure. The Company shall, by not later than 9:00 a.m. (local time in New York, New York) on September 22, 2026,

file a Current Report on Form 8-K, disclosing the terms of this Amendment, and including a copy of this Amendment (or the form thereof)

as an exhibit thereto, with the Commission.

Effect

of Amendment. Except as specifically amended herein, all terms of the Securities Purchase Agreement shall remain in full force

and effect and are hereby ratified and affirmed. In the event and to the extent of any conflict between the terms of the Securities

Purchase Agreement and this Amendment, this Amendment shall control. The Securities Purchase Agreement may not be further amended

or modified except as set forth in the Securities Purchase Agreement. Each reference in the Securities Purchase Agreement or any

Transaction Document to the Securities Purchase Agreement shall mean the Securities Purchase Agreement as amended hereby.

Counterparts/Telecopy.

This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original,

but all of which shall constitute one and the same instrument. Delivery of executed counterparts of this Amendment by telecopy or

other secure electronic format (.pdf) shall be effective as an original.

Entire

Agreement, Amendment and Waiver. This Amendment, together with the Securities Purchase Agreement and the Transaction Documents,

constitute the entire agreement of the parties hereto and thereto relating to the subject matter hereof and thereof and supersede

all prior and contemporaneous contracts or agreements with respect thereto, whether oral or written. This Amendment may not be amended,

modified or supplemented and no waivers of consents to or departures from the provisions hereof may be given except pursuant to a

writing signed by all of the parties hereto.

Successors

and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted

assigns.

Headings.

The headings of the sections hereof are provided for convenience only and shall not in any way affect the meaning or construction

of any provision of this Amendment.

Severability.

If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability

of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good

faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which

comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular

jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Further

Assurances. The parties shall execute and deliver such additional documents and instruments and perform such additional acts

as may be necessary or appropriate to effectuate, carry out, and perform all of the terms, provisions, and conditions of this Amendment

and the transactions contemplated hereby

[signature

pages follow]

WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the

date first above written.

COMPANY:

Biopharma, Inc.

By:

/s/

Michael Breen

Name:

Michael

Breen

Its:

Executive

Chairman and Chief Executive Officer

[Signature

Page to Amendment No. 1 to Securities Purchase Agreement]

WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the

date first above written.

PURCHASERS:

FIVE

NARROW LANE, L.P.

By:

/s/

Arie Rabinowitz

Name:

Arie

Rabinowitz

Its:

Managing

Partner

[Signature

Page to Amendment No. 1 to Securities Purchase Agreement]

WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the

date first above written.

PURCHASERS:

BRISTOL

INVESTMENT FUND, LTD.

By:

/s/

Paul L. Kessler

Name:

Paul

L. Kessler

Its:

Director

[Signature

Page to Amendment No. 1 to Securities Purchase Agreement]

WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the

date first above written.

PURCHASERS:

Nicholas

R. Nikolov

/s/

Nicholas R. Nikolov

Name:

Nicholas

R. Nikolov

[Signature

Page to Amendment No. 1 to Securities Purchase Agreement]

EX-10.2

Filename: ex10-2.htm · Sequence: 4

Exhibit

10.2

JOINDER

TO REGISTRATION RIGHTS AGREEMENT

The

undersigned is executing and delivering this Joinder (the “Joinder”) to the Registration Rights Agreement, dated as of September

14, 2026 (as amended, modified and waived from time to time, the “Registration Agreement”), among GT Biopharma, Inc., a Delaware

corporation (the “Company”), and the other persons named as parties therein (including pursuant to other joinders). Capitalized

terms used herein and not otherwise defined shall have the meaning set forth in the Registration Agreement.

executing and delivering this Joinder to the Company, the undersigned hereby agrees to become a party to, to be bound by, and to comply

with the provisions of, the Registration Agreement as a Holder in the same manner as if the undersigned were an original signatory to

the Registration Agreement, and the undersigned will be deemed for all purposes to be a Holder thereunder and the undersigned’s

Conversion Shares and Warrant Shares will be deemed for all purposes to be Registrable Securities under the Registration Agreement.

Accordingly,

the undersigned has executed and delivered this Joinder as of the 18th day of September, 2026.

biophARMA, INC.

By:

/s/

Michael Breen

Michael

Breen

Title:

Executive

Chairman & Chief Executive Officer

Nicholas

R. Nikolov

/s/

Nicholas R. Nikolov

Nicholas

R. Nikolov

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Local phone number for entity.

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No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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- Definition

Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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-Section 12

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- Definition

Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

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