GT Biopharma gets 9.99% stake from RainForest

Available on EDGAR 09/15/2026 - 07:35 PM EDT Accepted by SEC EDGAR 09/15/2026 - 07:35 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

GT Biopharma, Inc. (GTBP) has a new large shareholder disclosure, as RainForest Partners LLC reported beneficial ownership of 180,258 shares of common stock on a Schedule 13G. This represents 9.99% of the outstanding common stock, giving RainForest sole voting and dispositive power over these shares.

The percentage is calculated based on 1,804,380 shares outstanding as of September 8, 2026, as referenced in the filing. RainForest’s holdings are subject to a contractually stipulated 9.99% ownership restriction, and the filing states that full conversion or exercise of RainForest’s securities would exceed this limit.

Key Figures

Shares beneficially owned: 180,258 shares Percent of class: 9.99% Shares outstanding: 1,804,380 shares +3 more

6 metrics

Shares beneficially owned 180,258 shares Common stock beneficially owned by RainForest Partners LLC

Percent of class 9.99% Portion of GT Biopharma common stock class held by RainForest Partners LLC

Shares outstanding 1,804,380 shares GT Biopharma common stock outstanding as of September 8, 2026, used to calculate ownership

Sole voting power 180,258 shares Shares over which RainForest Partners LLC has sole power to vote

Sole dispositive power 180,258 shares Shares over which RainForest Partners LLC has sole power to dispose

Ownership restriction 9.99% Contractually stipulated ownership cap limiting RainForest’s beneficial control

Key Terms

beneficially owned, Sole Voting Power, Sole Dispositive Power, Percent of class, +1 more

5 terms

beneficially owned financial

"Item 4. | Ownership (a) | Amount beneficially owned: 180,258.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Voting Power financial

"5 | Sole Voting Power 180,258.00 6 | Shared Voting Power 0.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power financial

"7 | Sole Dispositive Power 180,258.00 8 | Shared Dispositive Power 0.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Percent of class financial

"Item 4. | Ownership (b) | Percent of class: 9.99%"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

ownership restriction financial

"contractually stipulated 9.99% ownership restriction. The full conversion"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What percentage of GTBP does RainForest Partners LLC own according to this Schedule 13G?

RainForest Partners LLC reports beneficial ownership of 9.99% of GT Biopharma, Inc.’s common stock. This is based on 1,804,380 shares outstanding as of September 8, 2026, and it matches a contractual 9.99% ownership restriction described in the filing.

How many GTBP shares does RainForest Partners LLC beneficially own?

RainForest Partners LLC reports beneficial ownership of 180,258 shares of GT Biopharma, Inc. common stock. It has sole voting power and sole dispositive power over all 180,258 shares, with no shared voting or dispositive power reported.

What ownership limitation applies to RainForest Partners LLC’s stake in GTBP?

The filing states there is a contractually stipulated 9.99% ownership restriction for RainForest Partners LLC. The aggregate 180,258 shares represent the maximum amount it can beneficially control under this cap; full conversion or exercise of its securities would exceed that limit.

What share count is used to calculate RainForest’s 9.99% ownership in GTBP?

The 9.99% ownership is calculated using 1,804,380 shares outstanding of GT Biopharma, Inc. common stock, stated as of September 8, 2026. This outstanding share figure is referenced in the filing as reported by OTC Markets.

Does RainForest Partners LLC share voting or dispositive power over its GTBP shares?

No. RainForest Partners LLC reports sole voting power over 180,258 shares and sole dispositive power over 180,258 shares. It reports 0 shares with shared voting power and 0 shares with shared dispositive power.

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

GT Biopharma, Inc.

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

36254L407

(CUSIP Number)

09/15/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 36254L407

1

Names of Reporting Persons

RainForest Partners, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 180,258.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 180,258.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

180,258.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Note to 5, 7, 9 and 11: Based on 1,804,380 shares outstanding as of September 8, 2026 reported by the OTC Markets. Note to 10: The aggregate amount in Row 9 represents the maximum amount of shares that RainForest Partners LLC can beneficially control under a contractually stipulated 9.99% ownership restriction. The full conversion and/or exercise of RainForest Partners LLC's securities would exceed this restriction.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: GT Biopharma, Inc.
(b)	Address of issuer's principal executive offices: 505 Montgomery Street, 10th Floor, San Francisco, CA 94111
Item 2.
(a)	Name of person filing: RainForest Partners LLC
(b)	Address or principal business office or, if none, residence: 850 East 26th Street, Brooklyn, NY 11210
(c)	Citizenship: New York
(d)	Title of class of securities: COMMON STOCK, $0.001 PAR VALUE PER SHARE
(e)	CUSIP Number(s): 36254L407
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 180,258.00
(b)	Percent of class: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 180,258.00
	(ii) Shared power to vote or to direct the vote: 0.00
	(iii) Sole power to dispose or to direct the disposition of: 180,258.00
	(iv) Shared power to dispose or to direct the disposition of: 0.00
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

RainForest Partners, LLC

Signature:	/s/ Mark Weinberger
Name/Title:	Mark Weinberger, Manager
Date:	09/15/2026