0000939798-17-000081.txt : 20171114 0000939798-17-000081.hdr.sgml : 20171114 20171114101523 ACCESSION NUMBER: 0000939798-17-000081 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20171114 DATE AS OF CHANGE: 20171114 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GT Biopharma, Inc. CENTRAL INDEX KEY: 0000109657 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 941620407 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-32837 FILM NUMBER: 171198993 BUSINESS ADDRESS: STREET 1: 100 SOUTH ASHLEY DRIVE STREET 2: SUITE 600 CITY: TAMPA STATE: FL ZIP: 33602 BUSINESS PHONE: (800) 304-9888 MAIL ADDRESS: STREET 1: 100 SOUTH ASHLEY DRIVE STREET 2: SUITE 600 CITY: TAMPA STATE: FL ZIP: 33602 FORMER COMPANY: FORMER CONFORMED NAME: OXIS INTERNATIONAL INC DATE OF NAME CHANGE: 19940916 FORMER COMPANY: FORMER CONFORMED NAME: DDI PHARMACEUTICALS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DIAGNOSTIC DATA INC /DE/ DATE OF NAME CHANGE: 19850312 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Theorem Group, LLC CENTRAL INDEX KEY: 0001484336 IRS NUMBER: 203192094 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2049 CENTURY PARK EAST, SUITE 3630 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: (310) 551-4020 MAIL ADDRESS: STREET 1: 2049 CENTURY PARK EAST, SUITE 3630 CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13G 1 theoremthirteeng.htm THEOREM GROUP LLC 13G FOR GT BIOPHARMA, INC.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G


Under the Securities Exchange Act of 1934
(Amendment No. n/a )*

GT BIOPHARMA, INC.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

36254L  100
(CUSIP Number)

September 1, 2017
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     [  ]  Rule 13d-1(b)

     [X]  Rule 13d-1(c)

     [  ]  Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 36254L 100

1
NAMES OF REPORTING PERSONS
I.R.S. INDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Theorem Group, LLC  20-3192094
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a) [  ]
(b) [  ]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
3,540,130
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
3,540,130
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,540,130
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.1%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO



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Item 1.


(a)
Name of Issuer
GT BIOPHARMA, INC.

(b)
Address of Issuer's Principal Executive Offices
100 South Ashley Drive, Suite 600
Tampa, Florida  33602

Item 2.

(a)
Name of Person Filing
Theorem Group, LLC

(b)
Address of Principal Business Office or, if none, Residence
315 S. Beverly Drive, Ste 502
Beverly Hills, CA  90212

(c)
Citizenship
 United States

(d)
Title of Class of Securities
 Common Stock

(e)
CUSIP Number
36254L 100

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)
[  ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)
[  ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)
[  ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)
[  ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)
[  ] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)
[  ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)
[  ] A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)
[  ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)
[  ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)
[  ] A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

(k)
[  ] A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

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Item 4.  Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)
Amount beneficially owned: 3,540,130

(b) Percent of class: 7.1%

(b)
 Number of shares as to which the person has:

(i)
Sole power to vote or to direct the vote: 3,540,130

(ii)
Shared power to vote or to direct the vote: 0

(iii)
Sole power to dispose or to direct the disposition of: 3,540,130

(iv)
Shared power to dispose or to direct the disposition of: 0

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

N/A

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

N/A

Item 8. Identification and Classification of Members of the Group

N/A

Item 9. Notice of Dissolution of Group

N/A

Item 10.  Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 14, 2017



By:  /s/ Anshuman Dube 
 Name: Anshuman Dube 
 Title:  Managing Director 


Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)


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