Welcome to our dedicated page for GT Biopharma SEC filings (Ticker: GTBP), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
GT Biopharma's SEC filings document the regulatory record of a Delaware clinical-stage immuno-oncology company developing TriKE® natural killer cell engager candidates. Registration statements describe securities offerings, Rule 415 offering status, issuer filer status and capital-structure information tied to common stock and preferred-stock instruments.
Current reports cover financial results, material clinical research agreements for GTB-5550, Nasdaq listing-compliance notices, and accounting conclusions involving Series L 10% Convertible Preferred Stock and related purchase rights. Other disclosures address waivers of preferred-stock redemption rights and non-reliance determinations for previously issued interim financial statements.
GT Biopharma, Inc. is asking stockholders to approve a broad set of governance and capital structure changes at its August 14, 2026 annual meeting. Holders of 44,338,573 common shares outstanding as of June 30, 2026 can vote in person or by proxy.
Proposals include electing four directors, ratifying Weinberg & Company, P.A. as auditor, and an advisory vote on executive pay. The company is also seeking authority for a reverse stock split in a range of 1-for-10 to 1-for-30 combined with a cut in authorized common shares from 250,000,000 to 25,000,000 and preferred shares from 15,000,000 to 1,500,000.
Additional items ask stockholders to increase shares available under the 2022 Omnibus Incentive Plan by 3,500,000 common shares and to add an evergreen feature that would automatically increase available plan shares each year. The board recommends voting FOR all proposals.
GT Biopharma, Inc. is soliciting proxies for its 2026 Annual Meeting of Stockholders to be held on August 14, 2026. The Board asks shareholders to vote on electing four directors, ratifying Weinberg & Company, P.A. as auditors, and an advisory vote on executive compensation.
The Board also seeks approval to amend the Charter to effect a Reverse Stock Split at a ratio in the range of 1-for-10 to 1-for-30 and a simultaneous reduction of authorized shares to 25,000,000 shares of Common Stock and 1,500,000 shares of preferred stock, with implementation at the Board’s discretion within one year after the Annual Meeting. The Board requests approval to increase the 2022 Omnibus Incentive Plan by 3,500,000 shares and to adopt an evergreen provision for automatic annual increases.
GT Biopharma, Inc. amended its bylaws on June 8, 2026 to lower the shareholder meeting quorum requirement from a majority of outstanding voting shares to one-third of the outstanding shares entitled to vote. This change is intended to make it easier to reach a quorum and hold shareholder meetings.
The Board cited a growing trend of brokerage firms not using discretionary or proportionate voting for street-name holdings, which has made majority quorums harder to achieve. The amendment is effective June 8, 2026 and is documented as Amendment No. 1 to the Amended and Restated Bylaws.
GT Biopharma, Inc. received a notice from Nasdaq granting an additional 180-day period, until November 16, 2026, to regain compliance with the Nasdaq minimum bid price rule. To regain compliance, the company’s common stock must close at or above $1.00 per share for at least 10 consecutive business days.
Nasdaq granted the extension because GT Biopharma meets all other initial listing requirements for the Nasdaq Capital Market aside from the bid price rule. The company plans to monitor its share price and evaluate options, but it warns there is no assurance it will regain compliance or maintain its Nasdaq listing.
GT Biopharma, Inc. registered 9,723,057 shares of Common Stock for resale by selling stockholders, to be offered from time to time pursuant to this prospectus. The shares consist of Conversion Shares (4,527,654), Vesting Warrant Shares (4,527,654), Dividend Shares (267,749) and Advisory Shares (400,000).
The Company will not receive proceeds from resales under this prospectus, although it may receive cash if Vesting Warrants are exercised for cash at their then-applicable exercise price. The prospectus discloses Nasdaq listing status and a recent closing price of $0.32 per share.
GT Biopharma, Inc. is registering up to 9,723,057 shares of common stock for resale by existing investors. The shares come from convertible Series L preferred stock, vested warrants, a stock dividend, and pre-funded advisory warrants.
The company will not receive proceeds from these resales, though it may receive cash if investors exercise vested warrants at $0.454 per share. GT Biopharma is a clinical-stage immuno-oncology company developing NK cell–engaging TriKE and Dual Targeting TriKE therapies and currently has 35,622,375 shares outstanding. Its Nasdaq-listed stock last closed at $0.27, and the company discloses a going concern risk and a Nasdaq minimum bid price deficiency.
GT Biopharma, Inc. entered into an Investigator Initiated Clinical Trial Agreement with the Regents of the University of Minnesota on April 3, 2026. Under this pact, the University will sponsor an Investigational New Drug application for IND 169118 GTB-5550 and act as sponsor investigator for a phase 1a/1b trial in select advanced solid tumors that have failed prior therapy.
The study budget provides for up to approximately $3.8 million over three years, to be borne by GT Biopharma. Both parties retain rights to publish the study results, and the agreement includes mutual termination rights, including 30 days’ notice provisions and immediate termination by the University for health, welfare, or safety reasons.
GT Biopharma, Inc. filed an amended Q2 2025 report restating its June 30, 2025 interim financials after reclassifying Greenshoe Rights tied to its May 2025 Series L preferred financing as a liability under ASC 480. This created a Greenshoe Rights liability of $28.736 million and turned stockholders’ equity into a $25.875 million deficit.
The company reported no revenue and a net loss of $30.2 million for the quarter and $30.9 million for the first half of 2025, driven largely by the Greenshoe Rights loss recognition. Cash and restricted cash totaled $5.321 million, while current liabilities reached $31.043 million.
Management states there is substantial doubt about GT Biopharma’s ability to continue as a going concern, citing ongoing losses and limited liquidity. To bolster funding, the company completed a Series L 10% Convertible Preferred Stock and warrant financing with net proceeds of $5.441 million and set up a $20 million committed equity facility, while also curing a prior Nasdaq stockholders’ equity deficiency.