GT Biopharma warned by Nasdaq over sub-$1.00 GTBP share price

GT Biopharma, Inc. reported a Nasdaq listing deficiency related to its share price.

Rhea-AI Filing Summary

GT Biopharma, Inc. reported a Nasdaq listing deficiency related to its share price. On November 20, 2025, the company received notice from Nasdaq that its common stock closed below $1.00 per share for 30 consecutive business days, failing to meet the Nasdaq Capital Market minimum bid price requirement.

The stock will continue trading under the symbol GTBP while the company has 180 calendar days, until May 19, 2026, to regain compliance by having a closing bid price of at least $1.00 for at least ten consecutive business days. If it does not regain compliance in that period, GT Biopharma may qualify for an additional 180-day extension if it meets other Nasdaq listing standards and plans a cure such as a reverse stock split. If the company cannot meet these conditions, its common stock could be delisted from Nasdaq.

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency triggered after GTBP’s stock closed below $1.00 for 30 consecutive business days, creating a formal risk of eventual delisting if compliance is not regained.

Insights

Equity & Listing Standards Analyst

Nasdaq bid-price deficiency raises delisting risk for GTBP.

GT Biopharma has been notified that its common stock traded below $1.00 for 30 consecutive business days, triggering a minimum bid price deficiency under Nasdaq Listing Rule 5550(a)(2). The shares remain on the Nasdaq Capital Market, but the company now operates under a defined compliance window.

The company has 180 calendar days, until May 19, 2026, to restore a closing bid of at least $1.00 for ten consecutive business days. If that is not achieved, Nasdaq may grant an additional 180-day period if GT Biopharma meets initial listing standards other than the bid price and indicates it may cure the issue, potentially through a reverse stock split.

If Nasdaq determines GT Biopharma is ineligible for an extension, or the company is unable to raise its bid price within the allowed period, the common stock would be subject to delisting from the Nasdaq Capital Market. Future company disclosures may clarify whether corrective measures such as a reverse split are pursued during the compliance period.

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.

FAQ

What did GT Biopharma (GTBP) announce regarding its Nasdaq listing?

GT Biopharma disclosed that it received a notice from Nasdaq on November 20, 2025, stating that its common stock failed to meet the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market.

Is GT Biopharmas GTBP stock being delisted from Nasdaq now?

No. The notice has no immediate effect on the listing. GTBP common stock continues to trade on the Nasdaq Capital Market while the company works within the compliance period to address the bid price deficiency.

How long does GT Biopharma have to regain compliance with Nasdaqs $1.00 bid price rule?

GT Biopharma has an initial 180-calendar-day compliance period, until May 19, 2026, to achieve a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days.

Can GT Biopharma receive more time beyond the initial 180 days to fix the bid price issue?

Yes. If it does not regain compliance by May 19, 2026, GT Biopharma may be eligible for an additional 180-day extension, provided it meets other Nasdaq initial listing standards and notifies Nasdaq of its intent to cure the deficiency, potentially including a reverse stock split.

What happens if GT Biopharma cannot meet Nasdaqs minimum bid price requirement?

If GT Biopharma fails to regain compliance within the allowed period, or is not eligible for an extension, its common stock would be subject to delisting from the Nasdaq Capital Market under Nasdaq rules.

What actions did GT Biopharma say it plans to take in response to the Nasdaq notice?

GT Biopharma stated that it intends to monitor the closing bid price of its common stock and assess available options to regain compliance with the Nasdaq minimum bid price requirement, but there is no assurance it will be successful.

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

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Accepted by SEC EDGAR 11/26/2025 - 04:30 PM 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: November 20, 2025

(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; Transfer of Listing.

On November 20, 2025, GT Biopharma, Inc. (the “Company”) received a letter (the “Letter”) from the Nasdaq Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that its common stock, $0.001 par value per share (the “Common Stock”) had closed below $1 per share for 30 consecutive business days and, as a result, the Company was not in compliance with the $1 minimum bid price requirement for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). This Letter has no immediate effect on the listing of the Company’s Common Stock which will continue to trade on The Nasdaq Capital Market under the symbol “GTBP,” subject to the Company’s compliance with the other Nasdaq listing requirements.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a compliance period of 180 calendar days from the date of the Letter, or until May 19, 2026 (the “Compliance Period”), to regain compliance with the Minimum Bid Price requirement. If at any time during the Compliance Period, the closing bid price of the Company’s Common Stock is at least $1.00 per share for a minimum of ten consecutive business days (unless the Nasdaq 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, and the matter will be closed.

If the Company does not regain compliance during the Compliance Period, the Company may be eligible for an additional 180-calendar day period to regain compliance with the Minimum Bid Price, provided that it meets the applicable market value of publicly held shares requirement for continued listing and all other applicable standards for initial listing on The Nasdaq Capital Market (except the Minimum Bid Price requirement), and notifies Nasdaq of its intent to cure the deficiency by effecting a reverse stock split of its Common Stock, if necessary. If Nasdaq determines that the Company is not eligible for an additional 180 calendar days compliance period or the Company will not be able to cure the deficiency with the Minimum Bid Price requirement within the allotted compliance period, the Company’s stock will be subject to delisting.

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: November 26, 2025	By:	/s/ Alan Urban
		Alan Urban
		Chief Financial Officer