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. 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.
GT Biopharma, Inc. is registering up to 22,686,349 shares of common stock for resale by existing investors. The shares consist of 11,257,949 shares issuable upon conversion of Series L preferred stock, 11,257,949 shares issuable upon exercise of vested warrants, and 170,451 dividend shares. GT Biopharma will not receive proceeds from these resales but may receive cash if the Vesting Warrants, with a current exercise price of $0.5319, are exercised. As of January 12, 2026, 26,652,194 common shares were outstanding, with substantial additional warrants and options creating potential dilution. The company has received a Nasdaq notice for failing the $1 minimum bid requirement and faces substantial doubt about its ability to continue as a going concern without additional financing.
GT Biopharma, Inc. is registering 22,686,349 shares of common stock for resale by existing investors. The shares include 11,257,949 shares issuable upon conversion of Series L 10% Convertible Preferred Stock, 11,257,949 shares issuable upon exercise of vested warrants from a May 2025 private placement, and 170,451 shares issued as a stock dividend on the Series L preferred. The company will not receive proceeds from resale of these shares, but may receive cash if investors exercise the vested warrants, which currently carry a $0.5319 exercise price.
GT Biopharma is a clinical-stage immuno-oncology company developing TriKE and Dual Targeting TriKE natural killer cell engagers. It reports substantial doubt about its ability to continue as a going concern without additional financing and notes a Nasdaq notice for failing to meet the $1.00 minimum bid price, with a compliance period through May 19, 2026. As of January 12, 2026, 26,652,194 common shares were outstanding and warrants to purchase 50,166,927 additional shares were outstanding, adding significant potential dilution if exercised.
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.
GT Biopharma, Inc. (GTBP) filed its Q3 2025 10‑Q, reporting no revenue and a narrower net loss. The company lost $3.1 million in Q3, compared with $3.4 million a year ago, and $5.3 million for the nine months, versus $9.4 million in the prior-year period. Operating expenses fell year over year as research and development was $0.6 million and selling, general and administrative was $2.7 million in Q3. Other income was $0.3 million in Q3, helped by warrant liability revaluation.
Cash and cash equivalents were $2.53 million, total assets $4.32 million, and current liabilities $1.32 million as of September 30, 2025. The company disclosed “substantial doubt” about its ability to continue as a going concern. Financing actions included issuing Series L 10% Convertible Preferred Stock (with dividends declared of $229,000) and establishing a committed equity facility of up to $20 million. Common shares outstanding were 6,051,874 as of September 30, 2025, and 10,636,135 as of November 6, 2025.
GT Biopharma, Inc. filed a Form 8-K announcing it furnished a press release with financial results for its fiscal quarter ended September 30, 2025. The press release is included as Exhibit 99.1.
The company states the information under Item 2.02, including Exhibit 99.1, is furnished and not deemed filed for purposes of Section 18 of the Exchange Act, nor incorporated by reference unless specifically referenced. GT Biopharma’s common stock trades on Nasdaq under the symbol GTBP.
GT Biopharma, Inc. filed a resale registration for up to 14,589,546 shares of common stock. The shares may be sold from time to time by selling stockholders and comprise 7,219,771 shares issuable upon conversion of Series L 10% Convertible Preferred Stock, 7,219,775 shares issuable upon exercise of vested warrants, and 150,000 shares issuable upon exercise of pre-funded warrants issued to an advisor.
The company will not receive proceeds from resales by the selling stockholders, though it may receive cash proceeds if vested warrants are exercised; the current warrant exercise price is $0.5319 per share. Common stock outstanding was 10,636,135 shares as of October 23, 2025, when the Nasdaq closing price was $0.73.
The filing notes beneficial ownership caps of 4.99% or 9.99% per holder. The prospectus also discloses a going concern uncertainty and outlines prior Nasdaq minimum stockholders’ equity compliance, with ongoing monitoring.