On December 30, 2022 GT Biopharma, Inc. (the "Company" or "GTB") (NASDAQ: GTBP), a clinical stage immuno-oncology company focused on developing innovative therapeutics based on the Company’s proprietary natural killer (NK) cell engager, TriKE platform, reported that it has entered into a definitive securities purchase agreement for the purchase and sale of 6,500,000 shares of the Company’s common stock (or common stock equivalents) and warrants to purchase up to an aggregate of 6,500,000 shares of common stock at a combined purchase price of $1.00 per share of common stock (or common stock equivalent) and associated warrant in a registered direct offering (Press release, GT Biopharma, DEC 30, 2022, View Source [SID1234625686]). The warrants have an exercise price of $1.00 per share, will be exercisable commencing six months following issuance, and will have a term of exercise equal to five years following the initial exercise date.

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H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The closing of the offering is expected to occur on or about January 4, 2023, subject to the satisfaction of customary closing conditions. The gross proceeds to the Company from this offering are expected to be $6.5 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for general corporate purposes.

The securities in the offering described above are being offered by the Company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-267870) previously filed with the Securities and Exchange Commission (the "SEC") and declared effective by the SEC on October 20, 2022. The offering is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at View Source or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 865-5711 or e-mail at [email protected].