GT Biopharma (GTBP) Proxy filing summary

Executive summary

• Special meeting scheduled for Nov. 11, 2026, at 11:00 a.m. Pacific; record date Sept. 30, 2026, with 2,061,052 common shares entitled to vote.

• The Board recommends FOR all four proposals covering obsolete preferred-stock provisions, authorized shares, securities issuance and meeting adjournment.

Voting matters and shareholder proposals

• Proposal 1 would remove Charter provisions for preferred-stock series no longer designated, issued or outstanding; Proposal 2 would raise authorized common shares from 25 million to 250 million.

• Proposal 3 seeks Nasdaq Rule 5635 approval for issuance of 19.99% or more of outstanding common shares under the Sept. 14, 2026 Securities Purchase Agreement, including conversion and warrant shares.

• Proposal 4 would permit adjournment to establish a quorum or solicit additional proxies if votes are insufficient for Proposals 1–3.

• Each proposal requires a majority of voting power present and entitled to vote; quorum requires one-third of outstanding shares, or 687,018 shares as of the record date.

Board of directors and corporate governance

• The Board unanimously recommends FOR each proposal and retains sole discretion whether and when to implement the Charter amendments, no later than Nov. 11, 2027.

• If Proposals 1 and 2 pass, both amendments may be filed together as an amended and restated Charter.