Restatement of 2025 quarters at GT Biopharma (NASDAQ: GTBP)

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Material restatement and non-reliance on prior 2025 interim results: Reclassifying Series L Greenshoe Rights as a $28,736,000 liability under ASC 480 forces restatements of June and September 2025 quarters, markedly increasing reported net loss and creating a stockholders’ deficit, while the audit committee states the earlier 10-Qs should no longer be relied upon.

Insights

Accounting and financial reporting analyst

Material restatement reclassifies a large preferred stock feature from equity to liability, sharply altering 2025 interim losses and equity.

The company determined its Series L preferred stock Greenshoe Rights must be treated as a liability under ASC 480, due to redemption terms that allow cash settlement upon events outside company control. This led to recognizing a $28,736,000 Greenshoe Rights liability in the June 2025 quarter and subsequent fair value changes.

That reclassification significantly increased reported net loss for the June quarter and created a large stockholders’ deficit, while the September quarter shows substantial other income from the liability’s fair value change. However, management states total net cash from operating, investing, and financing activities for the affected periods remains unchanged, indicating the restatement is non-cash.

The audit committee concluded prior June 30 and September 30 interim financial statements should no longer be relied upon, and the company plans to file amended Form 10-Q/A reports and has incorporated restated interim data in the 2025 Form 10-K. The practical impact will depend on how investors assess the revised leverage, deficit position, and earnings volatility introduced by the Greenshoe Rights liability accounting.

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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: March 1, 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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

In connection with the preparation of GT Biopharma, Inc.’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”), the Company’s management, in consultation with its independent registered public accounting firm Weinberg & Company, P.A. (“Weinberg”), reevaluated the classification of certain stock purchase rights to purchase shares of Series L 10% Convertible Preferred Stock, par value $0.001 per share (“Series L Preferred Stock”), issued in the Company’s May 2025 private placement (the “Greenshoe Rights”). Due to redemption provisions in the Series L Preferred Stock that could require cash settlement upon events outside the Company’s control, the Greenshoe Rights met the criteria for liability classification under ASC 480 “Distinguishing Liabilities from Equity”. Accordingly, the Greenshoe Rights required classification as a liability and marked to market at each reporting date as required under GAAP in the quarterly periods ended June 30, 2025 and September 30, 2025. The Greenshoe Rights liability was extinguished and reclassified to equity as of the date of the redemption rights waiver of the Series L Preferred Stock effective in September 2025.

Therefore, on March 1, 2026, the audit committee of the Company’s board of directors, after discussion with the Company’s management and Weinberg, concluded that this resulted in an error in the Company’s interim quarterly financial statements as originally reported in the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2025, and September 30, 2025, which may no longer be relied upon. As such, the Company will restate its financial statements for the affected periods on Forms 10-Q/A, to be filed with the Securities and Exchange Commission as soon as practicable. In addition, the Company included a restatement of the interim consolidated financial data for those periods within the 2025 Form 10-K, as summarized below:

The restated balance sheet line items for the second and third fiscal quarters of 2025 are as follows:

		June 30, 2025 (Unaudited)
		Originally Reported				Adjustment				Restated
Total Assets		$	7,124,000			$	—			$	7,124,000
Greenshoe Rights liability			—				28,736,000				28,736,000
Total Liabilities			2,307,000				28,736,000				31,043,000
Mezzanine Equity			1,956,000				—				1,956,000
Convertible Preferred stock			1,000				—				1,000
Common stock			3,000				—				3,000
Additional paid in capital			700,378,000				—				700,378,000
Accumulated deficit			(697,521,000	)			(28,736,000	)			(726,257,000	)
Total Stockholders’ Equity (Deficit)			2,861,000				(28,736,000	)			(25,875,000	)
Total Liabilities and Stockholders’ Equity (Deficit)		$	7,124,000			$	—			$	7,124,000

		September 30, 2025 (Unaudited)
		Originally Reported				Adjustment				Restated
Total Assets		$	4,321,000			$	—			$	4,321,000
Greenshoe Rights liability			—				—				—
Total Liabilities			1,321,000				—				1,321,000
Convertible Preferred stock			1,000				—				1,000
Common stock			3,000				—				3,000
Additional paid in capital			703,772,000				17,323,000				721,095,000
Accumulated deficit			(700,779,000	)			(17,323,000	)			(718,102,000	)
Total Stockholders’ Equity (Deficit)			3,000,000				—				3,000,000
Total Liabilities and Stockholders’ Equity (Deficit)		$	4,321,000			$	—			$	4,321,000

The restated line items of the statements of operations for the three months ended June 30, 2025, and September 30, 2025, are as follows:

		Three Months Ended June 30, 2025 (Unaudited)
		Originally Reported				Adjustment				Restated
Loss from Operations		$	(1,513,000	)		$	—			$	(1,513,000	)
Loss on initial recognition of Greenshoe Rights liability			—				(28,736,000	)			(28,736,000	)
Total Other Income (Expense)			80,000				(28,736,000	)			(28,656,000	)
Net Loss			(1,433,000	)			(28,736,000	)			(30,169,000	)
Dividend on Series L Preferred Stock			(85,000	)			—				(85,000	)
Net Loss attributable to common stockholders’			(1,518,000	)			(28,736,000	)			(30,254,000	)
Net Loss Per Share - Basic and Diluted		$	(0.55	)		$	(10.37	)		$	(10.92	)
Weighted average common shares outstanding - basic and diluted			2,771,765				—				2,771,765

		Three Months Ended September 30, 2025 (Unaudited)
		Originally Reported				Adjustment				Restated
Loss from Operations		$	(3,382,000	)		$	—			$	(3,382,000	)
Change in fair value of Greenshoe Rights liability			—				11,413,000				11,413,000
Total Other Income (Expense)			268,000				11,413,000				11,681,000
Net Loss			(3,114,000	)			11,413,000				8,299,000
Dividend on Series L Preferred Stock			(144,000	)			—				(144,000	)
Deemed dividend			—				(4,058,000	)			(4,058,000	)
Net Loss attributable to common stockholders’			(3,258,000	)			7,355,000				4,097,000
Net Loss Per Share - Basic and Diluted		$	(0.83	)		$	1.87			$	1.04
Weighted average common shares outstanding - basic and diluted			3,940,714				—				3,940,714

The restated line items of the statements of operations for the six months ended June 30, 2025; and the nine months ended September 30, 2025, are as follows:

		Six Months Ended June 30, 2025 (Unaudited)
		Originally Reported				Adjustment				Restated
Loss from Operations		$	(3,445,000	)		$	—			$	(3,445,000	)
Loss on initial recognition of Greenshoe Rights liability			—				(28,736,000	)			(28,736,000	)
Total Other Income (Expense)			1,236,000				(28,736,000	)			(27,500,000	)
Net Loss			(2,209,000	)			(28,736,000	)			(30,945,000	)
Dividend on Series L Preferred Stock			(85,000	)			—				(85,000	)
Net Loss attributable to common stockholders’			(2,294,000	)			(28,736,000	)			(31,030,000	)
Net Loss Per Share - Basic and Diluted		$	(0.90	)		$	(11.22	)		$	(12.12	)
Weighted average common shares outstanding - basic and diluted			2,559,604				—				2,559,604

		Nine Months Ended September 30, 2025 (Unaudited)
		Originally Reported				Adjustment				Restated
Loss from Operations		$	(6,827,000	)		$	—			$	(6,827,000	)
Loss on initial recognition of Greenshoe Rights liability							(28,736,000	)			(28,736,000	)
Change in fair value of Greenshoe Rights liability			—				11,413,000				11,413,000
Total Other Income (Expense)			1,504,000				(17,323,000	)			(15,819,000	)
Net Loss			(5,323,000	)			(17,323,000	)			(22,646,000	)
Dividend on Series L Preferred Stock			(229,000	)			—				(229,000	)
Deemed dividend			—				(4,058,000	)			(4,058,000	)
Net Loss attributable to common stockholders’			(5,552,000	)			(21,381,000	)			(26,933,000	)
Net Loss Per Share - Basic and Diluted		$	(1.84	)		$	(7.06	)		$	(8.90	)
Weighted average common shares outstanding - basic and diluted			3,025,033				—				3,025,033

While the adjustments changed net loss and added a change in fair value of Greenshoe Rights in the statements of cash flow statements, they did not have an impact on total net cash provided by operating activities, net cash used in investing activities, or net cash provided by (used in) financing activities for any of the applicable periods.

The restated line items of the statements of cash flows for the six months ended June 30, 2025, and the nine months ended September 30, 2025, are as follows:

		Six Months Ended June 30, 2025 (Unaudited)
		Originally Reported				Adjustment				Restated
Net Loss		$	(2,209,000	)		$	(28,736,000	)		$	(30,945,000	)
Loss on initial recognition of Greenshoe Rights liability			—				28,736,000				28,736,000
Net cash used in operating activities		$	(5,216,000	)		$	—			$	(5,216,000	)

		Nine Months Ended September 30, 2025 (Unaudited)
		Originally Reported				Adjustment				Restated
Net Loss		$	(5,323,000	)		$	(17,323,000	)		$	(22,646,000	)
Loss on initial recognition of Greenshoe Rights liability							28,736,000				28,736,000
Change in fair value of Greenshoe Rights liability			—				(11,413,000	)			(11,413,000	)
Net cash used in operating activities		$	(8,893,000	)		$	—			$	(8,893,000	)
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Reclassification of Greenshoe Rights liability to equity			—			$	17,323,000			$	17,323,000

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: March 2, 2026	By:	/s/ Alan Urban
		Alan Urban
		Chief Financial Officer

FAQ

Why is GTBP restating its June and September 2025 quarterly results?

GT Biopharma is restating its 2025 second- and third-quarter results because stock purchase rights tied to Series L preferred stock were misclassified in equity. Management and the auditor concluded these Greenshoe Rights meet liability criteria under ASC 480 and must be recorded and remeasured through earnings.

How did the Greenshoe Rights reclassification affect GTBP’s Q2 2025 net loss?

For the quarter ended June 30, 2025, recognizing a $28,736,000 Greenshoe Rights liability increased GT Biopharma’s net loss from $1,433,000 to $30,169,000. Basic and diluted net loss per share worsened from $(0.55) to $(10.92), while total assets remained $7,124,000.

What impact did the restatement have on GTBP’s Q3 2025 earnings per share?

For the quarter ended September 30, 2025, an $11,413,000 gain from the change in fair value of the Greenshoe Rights liability improved results. Net loss of $3,114,000 became net income of $8,299,000, and basic and diluted earnings per share shifted from $(0.83) to $1.04.

Did GTBP’s 2025 interim restatement change its cash flow totals?

The restatement changed net loss and added Greenshoe Rights fair value adjustments in GT Biopharma’s cash flow statements, but did not alter total net cash used in operating activities, or net cash used in investing and financing activities, for the six- and nine-month 2025 periods presented.

What happens next with GTBP’s previously filed 2025 Form 10-Qs?

The audit committee concluded the June 30 and September 30, 2025 quarterly financial statements should no longer be relied upon. GT Biopharma plans to file amended Form 10-Q/A reports for those periods and has already included the restated interim data within its 2025 Form 10-K.

How did the restatement affect GTBP’s balance sheet at June 30, 2025?

At June 30, 2025, recognizing the $28,736,000 Greenshoe Rights liability raised total liabilities to $31,043,000 and turned stockholders’ equity into a $25,875,000 deficit. Total assets stayed at $7,124,000, highlighting the non-cash but highly significant balance sheet impact.

Filing Exhibits & Attachments

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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