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.
Michael Martin Breen, CEO and Director of GT Biopharma, reported three option grants on 09/04/2025 totaling 300,000 options to purchase common stock. Each option covers 100,000 shares with an exercise price of $1.33 and an expiration date of 08/19/2035. Following the reported transactions, Mr. Breen directly beneficially owns 100,000 shares for each grant (total reported underlying shares: 300,000). One grant is fully vested and exercisable; the other two vest in quarterly installments beginning 01/01/2025 and 01/01/2026 respectively. The form was signed on 09/08/2025.
Alan Urban, Chief Financial Officer of GT Biopharma, reported receipt of two stock option awards. Each option allows purchase of 50,000 shares of the company's common stock at an exercise price of $1.33 per share and lists 50,000 shares underlying each option. Both options expire on 08/19/2035. One option vests in four equal quarterly installments beginning on January 1, 2025; the other vests in four equal quarterly installments beginning on January 1, 2026. The filing reports the options as directly held by Mr. Urban and shows the reported post-transaction beneficial ownership as 50,000 shares per option line (totaling 100,000 underlying shares across both awards).
Charles J. Casamento, a director of GT Biopharma, acquired derivative securities tied to the company's common stock on 09/04/2025. The filing reports an acquisition of 62,500 options to purchase common stock with an exercise price of $1.33. The options are reported as fully vested and exercisable and are recorded as direct beneficial ownership of 62,500 underlying shares following the transaction. No cash price for the underlying shares is reported in the filing and no other transactions or dispositions are included.
Hilary Kramer, a director of GT Biopharma, Inc. (GTBP), exercised options to acquire 31,250 shares of common stock on 09/04/2025 at an exercise price of $1.33 per share. The options are reported as fully vested and exercisable, and following the transaction Ms. Kramer directly beneficially owns 31,250 shares. The Form 4 was signed by the reporting person and reflects a single option exercise converting derivative securities into common stock.
GT Biopharma, Inc. reported that it entered into Amendment No. 3 to the employment agreement with Michael Breen, the company’s Executive Chairman and Chief Executive Officer. The amendment is effective as of April 29, 2025 and renews Mr. Breen’s position as Chief Executive Officer for a two-year term starting from that date.
After this two-year period, Mr. Breen’s employment will automatically renew for additional two-year terms unless either GT Biopharma or Mr. Breen provides at least ninety days’ written notice that they do not wish to renew. The company filed the full text of Amendment No. 3 as an exhibit to this report for further details.
GT Biopharma, Inc. (Nasdaq: GTBP) has filed Amendment No. 1 to its Form S-1 shelf registration statement dated 27 June 2025. The filing registers up to 54,423,826 shares of common stock for resale by several selling stockholders. GT Biopharma will not receive proceeds from the resale of these shares, though it could receive cash upon the initial issuance of certain securities (e.g., warrant exercises or sales under a committed equity facility).
Share-count breakdown
- 14,561,913 shares issuable on conversion of 6,612 shares of Series L 10% Convertible Preferred Stock issued in a May 2025 private placement.
- 14,561,913 shares issuable upon exercise of related common stock warrants.
- 300,000 commitment shares issuable on exercise of pre-funded warrants issued to Bristol Capital, LLC and Five Narrow Lane, L.P.
- Up to 25,000,000 shares issuable and resellable by the Facility Investors (Five Narrow Lane, L.P. and Hailstone Peak Funding, LLC) under a committed equity facility (CEF) established on 14 May 2025.
The company has agreed to bear registration expenses; selling stockholders will cover brokerage or underwriting costs. The registration gives stockholders the flexibility to dispose of shares “from time to time” using various methods outlined under “Plan of Distribution.”
Corporate and filing status
- State of incorporation: Delaware.
- Filer status: Non-accelerated filer & Smaller Reporting Company.
- GTBP became a fully remote company effective 1 July 2024 and lists a mailing address at 505 Montgomery St., San Francisco.
- Nasdaq Capital Market ticker: GTBP; closing price on 26 June 2025 was $3.80.
Key investor considerations
- The potential issuance of 54.4 million shares represents meaningful dilution relative to current outstanding shares and may exert downward pressure on the share price.
- While no resale proceeds flow to GTBP, the committed equity facility (up to 25 million shares) could provide future funding when shares are initially sold to the Facility Investors.
- The prospectus directs investors to the “Risk Factors” section (page 7) for a detailed discussion of material risks associated with the securities.