Leading Proxy Advisory Firms, ISS and Glass Lewis, Recommend GT Biopharma Stockholders Vote “FOR” All Proposed Items at the Upcoming Special Meeting of Stockholders
- 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
- 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.
- 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
| Question | Answer | ||
| If Proposal No. 1 is approved by stockholders at the Special Meeting, will a Reverse Split be implemented immediately? | No, the Reverse Split will not be implemented immediately. If approved, Proposal No. 1 provides our Board with the option, but not the obligation, to implement a Reverse Split within the next 12 months, if it is needed to maintain our Nasdaq listing. Proposal No. 1 does not require our Board to implement the Reverse Split. If Proposal No. 1 is approved at the Special Meeting, and it becomes necessary and advisable to implement a Reverse Split to maintain our Nasdaq listing, our Board will carefully assess many factors, including timing, Company operations and market conditions to select a time for a Reverse Split that is most advantageous for the Company and its stockholders. | ||
| What will happen to GT Biopharma if Proposal No.1 does not pass?
| Nasdaq requires that a listed company maintain a minimum bid price of $1.00 per share. GT Biopharma is requesting approval from its stockholders to have the option to implement a Reverse Split if it becomes necessary to increase the per share price and bid price of the Company’s common stock in order to regain compliance with the $1.00 minimum bid price requirement of Nasdaq and maintain its Nasdaq listing. Additionally, a Reverse Split that increases the price of the Company’s common stock has the potential to make the Company’s common stock more attractive and accessible to certain institutional investors and private wealth managers, which could enhance liquidity and provide for a stronger investor base. Our Board and the two leading proxy advisory firms, ISS and Glass Lewis, believe it is in the best interest of all GT Biopharma stockholders to vote “FOR” Proposal No. 1. | ||
| What happens if I don’t vote? | If you don’t vote, or if you abstain, it may count the same as a vote AGAINST Proposal No. 1. Therefore, we strongly encourage each investor to follow the recommendations of ISS and Glass Lewis and vote “FOR” Proposal No. 1 as promptly as possible. | ||
| Who can help me vote? | Our proxy solicitor, Saratoga Proxy Consulting, can assist you with voting your shares and any questions you may have – please see below for their contact information. | ||
| If I’ve already voted “AGAINST” Proposal No. 1, can I still change my vote to “FOR” Proposal No. 1? | Yes. If you previously submitted a proxy and voted AGAINST Proposal No. 1, you may still revoke your previously submitted proxy and reclaim your right to vote at any time before 11:59 p.m. EST Time on December 17, 2023, by submitting a later-dated proxy card, vote instruction form, submitting your vote online or by voting in person at the Special Meeting. Only your most current proxy card or Internet proxy will be counted. Your vote is important, so please act today. Our proxy solicitor, Saratoga Proxy Consulting, can assist in this process as well – please see below for their contact information. |
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: info@saratogaproxy.com
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.
cdavis@lifesciadvisors.com
212-915-2577
