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. 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.
GT Biopharma, Inc. filed an amended quarterly report for the nine months ended September 30, 2025 to restate its financial statements after identifying material errors in accounting for Greenshoe Rights linked to its Series L preferred stock. The Greenshoe Rights were reclassified as a liability under ASC 480 and marked to fair value, producing an $11.4 million gain in Q3 from a change in fair value and a $28.7 million initial loss, with $17.3 million later reclassified to equity.
The company remains a clinical-stage biopharma with no product revenue and reported a net loss of about $22.6 million for the nine-month period, despite Q3 net income of $8.3 million driven by non-cash fair value movements. Cash and cash equivalents were $2.5 million and total assets $4.3 million as of September 30, 2025, with positive stockholders’ equity of $3.0 million.
Management and the auditor concluded there is substantial doubt about GT Biopharma’s ability to continue as a going concern within one year without additional financing, given ongoing operating losses and approximately $8.9 million of cash used in operating activities in the first nine months of 2025. The restatement also led the company to deem its disclosure controls and procedures ineffective as of September 30, 2025.
GT Biopharma, Inc. reports continued heavy losses and a going concern warning as it advances its NK cell–based TriKE® immuno-oncology platform. For the year ended December 31, 2025, the company recorded a net loss of approximately $28.4 million and had an accumulated deficit of about $724 million.
Cash, cash equivalents and restricted cash were roughly $6.9 million with working capital of about $5.8 million, which management and the auditor say raises substantial doubt about its ability to continue as a going concern. GT Biopharma remains a clinical stage company with no product revenue, one full-time employee, and relies heavily on consultants and academic partners.
The pipeline centers on next‑generation TriKE® candidates, including GTB-3650 for relapsed/refractory AML and high‑risk MDS, which began enrollment in early 2025 after FDA IND clearance, and GTB-5550 targeting B7‑H3+ solid tumors, with enrollment expected after an IND clearance in January 2026. To help fund operations, the company executed a $20 million committed equity facility at a 7% discount to VWAP and previously implemented a 1‑for‑30 reverse stock split, leaving 31,553,892 shares outstanding as of February 23, 2026.
GT Biopharma, Inc. is restating its 2025 second- and third-quarter financial statements after concluding certain Series L preferred stock Greenshoe Rights were misclassified in equity and should have been recorded as a liability under ASC 480 and marked to market each period.
For the quarter ended June 30, 2025, recognizing a $28,736,000 Greenshoe Rights liability increased net loss from $1,433,000 to $30,169,000 and widened basic and diluted net loss per share from $(0.55) to $(10.92). Total liabilities rose to $31,043,000 and stockholders’ deficit to $(25,875,000), while total assets stayed at $7,124,000.
For the quarter ended September 30, 2025, a $11,413,000 gain from the change in fair value of the Greenshoe Rights liability increased total other income and turned net loss of $3,114,000 into net income of $8,299,000, improving basic and diluted net income per share to $1.04. The company states these adjustments did not change net cash used in operating, investing, or financing activities. The affected 10-Qs will be amended, and the 2025 Form 10-K includes the restated interim data.