GT Biopharma gets Nasdaq bid price extension

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.

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Nasdaq minimum bid noncompliance and delisting risk: GT Biopharma remains out of compliance with Nasdaq’s $1.00 minimum bid price rule and only has until November 16, 2026 to cure the deficiency, with no assurance it will regain compliance or avoid potential delisting.

Insights

Equity markets and listing standards analyst

Nasdaq extension delays, but does not remove, delisting risk.

GT Biopharma has secured a further 180 days, until November 16, 2026, to lift its share price back above Nasdaq’s $1.00 minimum bid price requirement for at least 10 consecutive trading days. This avoids immediate delisting pressure.

The company currently satisfies other Nasdaq Capital Market listing criteria, which is why the extension was granted. However, the disclosure explicitly notes there is no assurance it will regain compliance, so the risk of losing the listing remains if the share price does not recover.

If GT Biopharma cannot achieve a sustained bid above $1.00 by November 16, 2026, Nasdaq may proceed toward delisting. That would likely affect trading liquidity and visibility, so future company actions aimed at meeting the bid requirement will be important context in later filings.

8-K Event Classification

2 items: 3.01, 9.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

New compliance deadline: November 16, 2026 Minimum bid price requirement: $1.00 per share Required compliance window: 10 consecutive business days +3 more

6 metrics

New compliance deadline November 16, 2026 End of additional 180-day Nasdaq bid price compliance period

Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5550(a)(2) threshold for common stock

Required compliance window 10 consecutive business days Period during which bid must be at least $1.00

Initial deficiency notice date November 20, 2025 Date Nasdaq first notified GT Biopharma of bid price deficiency

Initial compliance period end May 19, 2026 End of first 180-day period before extension was granted

Common stock par value $0.001 per share Par value of GT Biopharma common stock

Key Terms

Minimum Bid Price Requirement, Nasdaq Listing Rule 5550(a)(2), Nasdaq Capital Market, emerging growth company, +1 more

5 terms

Minimum Bid Price Requirement financial

"which requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”)"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

Nasdaq Listing Rule 5550(a)(2) regulatory

"to regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price"

Nasdaq Capital Market market

"all other applicable requirements for initial listing on the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

emerging growth company regulatory

"or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Inline XBRL technical

"Exhibit Number | | Description 104 | | Cover Page Interactive Data File, formatted in Inline XBRL"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

What did Nasdaq decide regarding GT Biopharma (GTBP) and its listing status?

Nasdaq granted GT Biopharma an additional 180-day compliance period, until November 16, 2026, to meet its minimum bid price rule. This postpones potential delisting but does not guarantee the company will restore compliance or maintain its Nasdaq Capital Market listing.

Why is GT Biopharma (GTBP) out of compliance with Nasdaq’s rules?

GT Biopharma is noncompliant with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share. Its common stock traded below $1.00 for 30 consecutive business days, triggering the deficiency notice originally received on November 20, 2025.

How long does GT Biopharma have to regain Nasdaq bid price compliance?

GT Biopharma now has until November 16, 2026, an additional 180 calendar days, to regain compliance. During this period, it must achieve a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days to satisfy Nasdaq’s requirement.

What conditions must GT Biopharma meet to satisfy Nasdaq’s minimum bid price rule?

To regain compliance, GT Biopharma’s common stock must close at or above $1.00 per share for at least 10 consecutive business days. Nasdaq may, at its discretion under Listing Rule 5810(c)(3)(H), extend this 10-day period before formally confirming compliance in writing.

Does GT Biopharma meet other Nasdaq Capital Market listing requirements?

Yes. Nasdaq granted the extension because GT Biopharma meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, except for the minimum bid price requirement specified in Listing Rule 5550(a)(2).

What risks does GT Biopharma (GTBP) highlight about its Nasdaq listing?

GT Biopharma cautions there is no assurance it will regain compliance with the minimum bid price requirement or remain in compliance with other Nasdaq rules. If it cannot cure the deficiency by November 16, 2026, the company faces a risk of potential delisting from Nasdaq.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/22/2026 - 08:00 AM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report: May 20, 2026

(Date of earliest event reported)

GT Biopharma, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other Jurisdiction of Incorporation)

1-40023		94-1620407
(Commission File Number)		(IRS Employer Identification No.)

N/A¹

(Address of Principal Executive Offices and zip code)

(415) 919-4040

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class		Trading Symbol(s)		Name of each Exchange on which registered
Common stock, $0.001 par value		GTBP		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

¹ Effective as of July 1, 2024, the Company became a fully remote company. We do not maintain a principal executive office. For purposes of compliance with applicable requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, any stockholder communication required to be sent to the Company’s principal executive offices may be directed to 505 Montgomery Street, 10th Floor, San Francisco, California 94111, or by email to auditcommittee@gtbiopharma.com.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.

On May 20, 2026, GT Biopharma, Inc., a Delaware corporation (the “Company”), received a letter from the Nasdaq Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Staff has granted the Company an additional compliance period of 180 calendar days, or until November 16, 2026, to regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). If at any time during this additional compliance period the closing bid price of the Company’s common stock, $0.001 par value per share (the “Common Stock”), is at least $1.00 per share for a minimum of 10 consecutive business days (unless the Staff exercises its discretion to extend this ten business day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)), Nasdaq will provide the Company written confirmation of compliance with the Minimum Bid Price Requirement, and the matter will be closed.

As previously disclosed, on November 20, 2025, the Company received a letter from the Staff notifying the Company that the closing bid price of the Company’s common stock had fallen below the required minimum bid price of $1 per share for 30 consecutive business days and that the Company had been provided an initial 180 calendar day compliance period, or until May 19, 2026, to regain compliance.

Nasdaq determined that the Company is eligible for the additional compliance period because the Company meets the continued listing requirement for the market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement.

The Company intends to monitor the closing bid price of the Common Stock and assess its available options to regain compliance with the Minimum Bid Price Requirement and continue listing on The Nasdaq Capital Market. There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price requirement or will otherwise be in compliance with other applicable Nasdaq listing rules.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
104		Cover Page Interactive Data File, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GT BIOPHARMA, INC.
Date: May 22, 2026	By:	/s/ Alan Urban
		Alan Urban
		Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB