Welcome to our dedicated page for Northview Acquisition SEC filings (Ticker: NVACR), 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.
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GT Biopharma, Inc. (Nasdaq: GTBP) has filed a Rule 424(b)(3) resale prospectus covering up to 54,423,826 shares of common stock—>17x the current float of 3.15 million shares. The shares may be sold from time to time by existing investors and consist of:
- 14.56 million shares issuable on conversion of 6,612 shares of Series L 10% Convertible Preferred Stock issued in a May 2025 private placement.
- 14.56 million shares issuable upon exercise of common warrants issued in the same placement (exercise price $2.043).
- 300,000 commitment shares tied to a $20 million Committed Equity Facility (CEF).
- Up to 25 million shares the company may issue to 5 Narrow Lane, L.P. and Hailstone Peak Funding, LLC under the CEF at 93% of the VWAP.
The company will not receive proceeds from the resale of these shares. It could, however, raise: (i) $5.95 million already received from the private placement; (ii) up to $20 million from future CEF draws; and (iii) cash from warrant exercises. Use of proceeds is earmarked for general working capital.
Key financing terms
- CEF may be tapped at GTBP’s discretion over 36 months, subject to a 25 million share exchange cap and 4.99%/9.99% ownership blockers.
- Purchase price equals 93% of the day’s VWAP, creating an effective 7% discount and potential downward pressure on the stock.
- Series L preferred carries a 10% cash/stock dividend (12% after one year) and converts at $2.043, subject to anti-dilution adjustments.
Capital structure & dilution
- Outstanding common shares: 3,147,995.
- Warrants outstanding: 16,751,669 (avg. strike $3.07); options: 124,600 (avg. strike $32.69).
- If all 54.4 million shares are issued, existing holders would own roughly 5.5% of the post-offering shares.
Operational & risk highlights
- GTBP is a clinical-stage biotech developing TriKE® NK-cell engagers for cancer. No commercial revenue disclosed in this filing.
- Going-concern uncertainty: management warns current cash is insufficient to fund operations for 12 months without new financing.
- Nasdaq compliance: Equity deficiency notice received Nov 2024; compliance was regained on 13 Jun 2025 but will continue to be monitored.
- Stock closed at $3.09 on 2 Jul 2025; historically trades below $5, qualifying as a penny stock with attendant trading restrictions.
Investors face substantial dilution risk, dependence on external capital, preferred-stock overhang, and continuing listing uncertainty, offset by the cash flexibility provided by the CEF and recent private placement.
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