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. (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.