• The deadline for stockholders to vote (or change their vote) is 11:59 p.m. EST on Sunday, December 17, 2023

BRISBANE, California, Dec. 06, 2023 (GLOBE NEWSWIRE) -- GT Biopharma, Inc. (Nasdaq: GTBP) (the “Company”), announced that the two leading independent proxy advisory firms, Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co. (“Glass Lewis”), have recommended GT Biopharma stockholders entitled to vote at the Company’s 2023 Special Meeting of Stockholders (the “Special Meeting”) to vote “FOR” Proposal items number 1 and 2. If approved, Proposal No. 1. will provide the Company’s Board of Directors (the “Board”) with the option to implement a reverse stock split of the Company’s issued and outstanding common stock (the “Reverse Split”), if deemed necessary in the future, to maintain the Company’s listing on the Nasdaq Capital Market (“Nasdaq”).

“We are pleased that both ISS and Glass Lewis, the leading independent proxy advisory firms, support our Board’s recommendation that stockholders vote “FOR” Proposal No. 1,” said Michael Breen, Executive Chairman and Interim Chief Executive Officer of GT Biopharma, Inc. “Each stockholder’s vote is important, so we strongly encourage each investor to follow the recommendations of ISS and Glass Lewis and vote “FOR” Proposal No. 1 as promptly as possible. Approval of Proposal No. 1 will provide the flexibility that will be essential, should we need to utilize this tool to maintain our Nasdaq listing. Confidence in our ability to maintain our Nasdaq listing will be an important complement to our ongoing efforts to enhance market awareness of the potential of our pipeline to improve the millions of lives and deliver value to our stockholders.”

GT Biopharma 2023 Special Meeting Details

The Company’s 2023 Special Meeting will be held on December 18, 2023, at 11:00 a. m., PST via live webcast. GT Biopharma stockholders as of record date for the Special Meeting is October 23, 2023, may access all materials related to the Special Meeting, including the Company’s definitive proxy statement, by visiting:
https://www.sec.gov/Archives/edgar/data/109657/000149315223039585/formdef14a.htm

The deadline for stockholders to vote (or change their vote) is 11:59 p.m. EST on Sunday, December 17, 2023.

Proposal Items

1. To approve an amendment to our second restated certificate of incorporation, as amended, in the form attached to the proxy statement as Annex A, at the discretion of our Board in the event they deem it necessary, effect a Reverse Split with respect to our issued and outstanding common stock, par value $0.001 per share (“Common Stock”), including any Common Stock held by the Company as treasury shares, at any time prior to February 20, 2024, at a ratio of 1-for-5 to 1-for-30 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board without further approval or authorization of our stockholders and included in a public announcement.
   
   
2. 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 Proposal No. 1.

Stockholders are encouraged to review certain frequently asked questions and answers about the potential Reverse Split below, as well as additional information about Proposal No. 1 that is available in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 6, 2023.

Frequently Asked Questions and Answers

Stockholders Questions and Voting Assistance

The Company has engaged Saratoga Proxy Consulting to act as its proxy solicitation agent in connection with the proxy voting for the Special Meeting. GT Biopharma stockholders that have any questions or need assistance in voting their shares should contact the Company’s proxy solicitation agent:

Saratoga Proxy Consulting LLC
Tel: (212) 257-1311 or (888) 368-0379
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Investors are strongly encouraged to read the proxy materials that were filed with the United States Securities and Exchange Commission. ISS and Glass Lewis are independent proxy advisory firms and do not have any business or other relationship with GT Biopharma. GT Biopharma did not engage or compensate either of the two firms for their analysis or recommendations.

ISS and Glass Lewis are the two-leading independent, third-party proxy advisory and corporate governance firms that provide proxy voting recommendations to pension funds, investment managers, mutual funds and other institutional stockholders throughout North America.

About GT Biopharma, Inc.

GT Biopharma, Inc. is a clinical stage biopharmaceutical company focused on the development and commercialization of immuno-oncology therapeutic products based on our proprietary TriKE^® NK cell engager platform. Our TriKE^® platform is designed to harness and enhance the cancer killing abilities of a patient’s immune system’s natural killer cells. GT Biopharma has an exclusive worldwide license agreement with the University of Minnesota to further develop and commercialize therapies using TriKE^® technology. For more information, please visit www.gtbiopharma.com.

Forward-Looking Statements

Certain statements in this press release may constitute "forward-looking statements" regarding future events and our future results. All statements other than statements of historical facts are statements that could be deemed to be forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the markets in which we operate and the beliefs and assumptions of our management. Words such as "expects," "anticipates," "targets," "goals," "projects", "intends," "plans," "believes," "seeks," "estimates," "endeavors," "strives," "may," or variations of such words, and similar expressions are intended to identify such forward-looking statements. Readers are cautioned that these forward-looking statements are subject to a number of risks, uncertainties and assumptions that are difficult to predict, estimate or verify. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Such risks and uncertainties include those factors described in our most recent annual report on Form 10-K, as such may be amended or supplemented by subsequent quarterly reports on Form 10-Q, or other reports filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements are made only as of the date hereof, and we undertake no obligation to publicly release the result of any revisions to these forward-looking statements. For more information, please refer to our filings with the Securities and Exchange Commission.

TriKE^® is a registered trademark owned by GT Biopharma, Inc.

Investor Relations Contacts:

LifeSci Advisors
Corey Davis, Ph.D.
This email address is being protected from spambots. You need JavaScript enabled to view it.
212-915-2577