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GT BIOPHARMA, INC.

NASDAQ:GTBP
Annual Meeting

of Shareholders

MEETING DATE

11/11/2026
DEF 14A FILED
10/13/2026
PUBLISHED
10/13/2026 9:00 pm
TIME TO PUBLISH
10/15/2026
METHODOLOGY
approve
EXCHANGE NASDAQ:GTBP · CUSIP 36254L308 · CLASS Common Stock · CIK 0000109657

RECONCILED · MIXED

Reconciled against the company’s Form 8-K Item 5.07 filed 2026-06-15.

3
FOR
1
AGAINST
0
WITHHOLD
4
BALLOT ITEMS

ITEM-BY-ITEM RECOMMENDATIONS

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.
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states the amendment removes obsolete preferred stock provisions that no longer have any application.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
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.
other
Elevated
Against
Board FOR · Duopoly unknown — ⚠ Divergence flagged

Filing states additional shares could discourage or impede a takeover and harm stockholders seeking a change in control.

Divergence: 1 Review status: Approved. Publication ledger and 8-K reconciliation pending.
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”).
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Stockholder approval is required under Nasdaq Listing Rule 5635 for the contemplated issuances, conversions and exercises.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
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”).
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states adjournment may be used to establish a quorum or solicit additional proxies.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.

Ledger

d8cd531873fe5d2c8aafd0c8bc6f6b214b0bb86f9607fa335628787393653443

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