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. (GTBP) approved significant charter changes, including a 1-for-25 reverse stock split of its common stock and a reduction in authorized share capital. A Certificate of Amendment filed on September 2, 2026 provides that, effective at 12:01 a.m. Eastern Time on September 8, 2026, every twenty-five issued and outstanding shares of common stock will be combined into one share, with no change to par value. Issued and outstanding common shares will decline from approximately 45,109,497 pre-split shares to approximately 1,804,379 post-split shares, with fractional interests aggregated, sold by the exchange agent, and holders receiving their pro rata share of net proceeds.
Simultaneously, total authorized capital stock will be reduced from 265,000,000 shares to 26,500,000 shares, consisting of 25,000,000 common and 1,500,000 preferred shares. GT Biopharma also filed Certificates of Elimination for eleven previously designated series of preferred stock, none of which had shares outstanding. The reverse split and share changes will proportionately adjust outstanding convertible securities, warrants, options and RSUs, and will automatically flow through to the company’s active shelf, S‑1 and S‑8 registration statements under Rule 416(b).
GT Biopharma, Inc. held its Annual Meeting of Stockholders on August 14, 2026. Holders of 44,338,573 common shares were eligible, and 23,357,724 shares (about 52.68%) were represented, constituting a quorum. Stockholders elected four directors and ratified Weinberg & Company, P.A. as independent accountants for the year ending December 31, 2026. They approved, on a non-binding advisory basis, the Company’s executive compensation. Stockholders also approved an amendment authorizing a reverse stock split in a 1-for-10 to 1-for-30 range plus a reduction of authorized stock to 25,000,000 common and 1,500,000 preferred shares, to be implemented at the Board’s discretion within one year. In addition, they approved a 3,500,000-share increase to the 2022 Omnibus Incentive Plan and an evergreen provision for automatic annual increases.
GT Biopharma, Inc. reported a Q2 2026 net loss of $4.5 million, and a six‑month net loss of $7.4 million, with no revenue. Operating expenses for the six months rose to $7.4 million, driven mainly by a sharp increase in selling, general and administrative costs, while research and development spending was roughly flat year over year.
Cash and cash equivalents were $4.96 million at June 30 2026, total assets were $5.8 million, and working capital was $3.6 million. Net cash used in operations was $6.7 million for the six months, partially offset by $4.9 million of financing inflows from warrant exercises and issuances of Series L preferred stock. Management disclosed substantial doubt about the company’s ability to continue as a going concern within one year without additional financing.
The company continues as a clinical‑stage immuno‑oncology developer advancing its TriKE® and Dual Targeting TriKE® platforms. INDs for lead candidates GTB‑3650 (relapsed/refractory AML and high‑risk MDS) and GTB‑5550 (B7‑H3–positive solid tumors) have been cleared by the FDA, with GTB‑3650 having four cohorts enrolled and the first GTB‑5550 patient dosed in May 2026. However, GT Biopharma remains out of compliance with Nasdaq’s $1.00 minimum bid price rule (with an extension to November 16 2026) and continues to report a previously identified material weakness in internal control over accounting for complex financial instruments.
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.