Filing Analysis
GT Biopharma, Inc. held its Annual Meeting of Stockholders on August 14, 2026, where shareholders approved a significant reverse stock split and an amendment to the certificate of incorporation.
🚩 Red Flags
- Approval of a reverse stock split (1-for-10 to 1-for-30) is often used to maintain Nasdaq listing compliance regarding minimum bid price requirements.
- Significant reduction in authorized shares may indicate capital restructuring or preparation for different financing terms.
📋 Key Facts
- Annual Meeting held on August 14, 2026.
- Shareholders approved a reverse stock split in a range of 1-for-10 to 1-for-30.
- The Board has discretion to implement the split within one year of the meeting conclusion.
- Shareholders approved reducing authorized Common Stock to 25,000,000 shares and preferred stock to 1,500,000 shares.
- Ratification of Weinberg & Company, P.A. as independent accountants for fiscal year ending Dec 31, 2026.
- Approval of an amendment to the 2022 Omnibus Incentive Plan to increase available shares by 3,500,000 and add an 'evergreen' provision.
GT Biopharma, Inc. amended its bylaws on June 8, 2026, to significantly lower the quorum requirement for stockholder meetings from a majority of outstanding shares to one-third (1/3). The company states this change is necessary due to difficulties in obtaining a quorum caused by brokerage firms' voting behaviors.
🚩 Red Flags
- Significant reduction in quorum requirements can be a red flag for micro-cap companies, as it makes it easier for a small minority of shareholders or insiders to pass resolutions without broad shareholder consent
- The company operates as a 'fully remote company' without a principal executive office, which can be an operational risk for a biotech firm
📋 Key Facts
- Amendment effective date: June 8, 2026
- Quorum requirement reduced from >50% to >=33.3% (one-third) of outstanding shares
- The company is now fully remote as of July 1, 2024, with no physical principal executive office
- The filing was signed by CFO Alan Urban on June 12, 2026
GT Biopharma, Inc. (GTBP) received a second Nasdaq deficiency notice on May 20, 2026, granting an additional 180-day compliance period (until November 16, 2026) to regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share. This follows an initial 180-day compliance period that began November 20, 2025 and expired May 19, 2026, during which the company failed to regain compliance. The company is now in its final extension period, after which delisting proceedings could commence if compliance is not achieved.
🚩 Red Flags
- This is the SECOND consecutive 180-day compliance period, indicating persistent failure to maintain minimum bid price — a strong indicator of potential delisting
- Stock has been below $1.00 per share for over 6 months (since at least mid-October 2025), suggesting deeply distressed share price
- Company explicitly disclaims any assurance of regaining compliance or maintaining compliance with other Nasdaq rules
- No concrete remediation plan disclosed — company only states it will 'monitor' the stock price and 'assess available options'
- Reverse stock split is the most common remediation tool at this stage, which would be dilutive/unfavorable for existing shareholders
- Company has no physical principal executive office (fully remote since July 1, 2024), which may reflect resource constraints
- Filing covers multiple 8-K items (3.01 and 9.01), consistent with a formal regulatory action
📋 Key Facts
- On May 20, 2026, GTBP received a second Nasdaq deficiency letter granting an additional 180-day compliance period
- New compliance deadline is November 16, 2026 under Nasdaq Listing Rule 5550(a)(2)
- Compliance requires the closing bid price to reach at least $1.00 per share for a minimum of 10 consecutive business days
- Initial 180-day compliance period was granted November 20, 2025 and expired May 19, 2026 without compliance being achieved
- Stock has been trading below $1.00 per share for at least 30 consecutive business days as of the original notice date
- Nasdaq confirmed the company meets all other continued listing requirements, including market value of publicly held shares
- Company states 'there can be no assurance' it will regain compliance or remain compliant with other Nasdaq listing rules
- Company became fully remote effective July 1, 2024 and has no principal executive office
- Filing signed by Alan Urban, Chief Financial Officer, on May 22, 2026
- Company is incorporated in Delaware and listed on Nasdaq Capital Market (Commission File No. 1-40023)
GT Biopharma entered into a $3.8 million Investigator Initiated Clinical Trial Agreement with the University of Minnesota to conduct a Phase 1a/1b clinical trial for its GTB-5550 drug candidate. The University will sponsor the IND application and lead the research program targeting advanced solid tumors over a three-year period.
🚩 Red Flags
- The Company transitioned to a fully remote model as of July 1, 2024, and does not maintain a principal executive office.
- The University has the right to terminate the agreement immediately for health, welfare, and safety reasons.
📋 Key Facts
- Agreement signed on April 3, 2026, with the Regents of the University of Minnesota.
- The study focuses on GTB-5550, a Camelid Nanobody B7-H3 Tri-Specific Killer Engager (camB7-H3 TriKE®).
- The Company is committed to a budget of approximately $3.8 million over three years.
- The University will sponsor the Investigational New Drug (IND) application (IND 169118).
- The trial is a Phase 1a/1b study for advanced solid tumors that have failed prior therapy.
GT Biopharma is restating its financial statements for the second and third quarters of 2025 due to the misclassification of stock purchase rights ('Greenshoe Rights') as equity instead of liabilities. The correction results in a massive non-cash increase in net loss for the first half of 2025, though it does not impact the company's cash position.
🚩 Red Flags
- Material restatement of previously issued financial statements (Item 4.02).
- Significant accounting error involving complex financial instruments (ASC 480 compliance).
- Massive adjustment to net loss ($28.7M) relative to total assets ($7.1M).
- Accumulated deficit reached $718.1 million as of September 30, 2025.
📋 Key Facts
- The restatement affects Quarterly Reports on Form 10-Q for the periods ended June 30, 2025, and September 30, 2025.
- The error relates to Series L 10% Convertible Preferred Stock purchase rights issued in May 2025 which required liability classification under ASC 480.
- For the three months ended June 30, 2025, net loss was adjusted from $1.4 million to $30.2 million, a $28.7 million increase.
- Net loss per share for the six months ended June 30, 2025, was restated from $0.90 to $12.12.
- The company became fully remote as of July 1, 2024, and no longer maintains a principal executive office.
- The Greenshoe Rights liability was extinguished and reclassified to equity in September 2025 after a redemption rights waiver.
GT Biopharma, Inc. received a notification from Nasdaq stating it is non-compliant with the $1 minimum bid price requirement after its stock closed below $1 for 30 consecutive business days. The company has been granted a compliance period until May 19, 2026, to regain compliance.
🚩 Red Flags
- Delisting notice from Nasdaq
- Stock price has been below $1.00 for 30 consecutive business days
- Potential necessity of a reverse stock split to maintain listing
📋 Key Facts
- Received Nasdaq deficiency letter on November 20, 2025.
- Non-compliance is due to violation of Nasdaq Listing Rule 5550(a)(2) (Minimum Bid Price Requirement).
- Compliance period granted for 180 calendar days, expiring May 19, 2026.
- To regain compliance, the stock must close at or above $1.00 per share for at least 10 consecutive business days.
- The company may be eligible for an additional 180-day extension if it meets market value requirements and intends to effect a reverse stock split.
GT Biopharma, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended September 30, 2025. The filing serves as a formal notice of the earnings release issued on November 14, 2025.
📋 Key Facts
- Reporting period: Fiscal quarter ended September 30, 2025.
- Filing date: November 14, 2025.
- The company is a fully remote entity as of July 1, 2024.
- Financial results were released via press release (Exhibit 99.1).
GT Biopharma, Inc. announced that all holders of its Series L 10% Convertible Preferred Stock have agreed to waive their redemption rights. This follows a series of waivers provided by individual holders on September 17, 18, and 23, 2025.
🚩 Red Flags
- Series of rapid waivers from preferred stockholders in a single week suggests potential liquidity or restructuring pressure regarding redemption obligations.
📋 Key Facts
- On September 25, 2025, the final holder of Series L Preferred Stock provided a waiver.
- The waivers apply to the rights to redemption set forth in Section 10 of the Certificate of Designations.
- Waivers were previously issued on September 17, 18, and 23, 2025.
- The company is currently a fully remote entity as of July 1, 2024.
GT Biopharma, Inc. announced that holders of its Series L 10% Convertible Preferred Stock have agreed to waive their redemption rights on three separate occasions in September 2025.
🚩 Red Flags
- Redemption waivers often indicate liquidity constraints or pressure from preferred shareholders regarding their ability to exit positions.
- Multiple waivers in a single week (Sept 17, 18, and 23) suggest ongoing negotiations or volatility regarding the company's capital structure.
📋 Key Facts
- Waivers were provided by Series L 10% Convertible Preferred Stockholders on September 17, 18, and 23, 2025.
- The waiver specifically targets the rights to redemption set forth in Section 10 of the Certificate of Designations.
- The company operates as a fully remote entity with no principal executive office.
GT Biopharma, Inc. entered into an amendment to the employment agreement of its Executive Chairman and CEO, Michael Breen. The amendment renews his term as CEO for a two-year period effective from April 29, 2025.
📋 Key Facts
- On August 26, 2025, the Company entered into Amendment No. 3 to Michael Breen's employment agreement.
- The amendment was made effective as of April 29, 2025.
- Mr. Breen's position as CEO is renewed for a two-year term from the Effective Date (April 29, 2025).
- The contract includes an automatic renewal provision for additional two-year periods unless 90 days' written notice of non-renewal is provided.
GT Biopharma, Inc. held its annual meeting of stockholders on July 24, 2025, reporting the results of several shareholder votes.
🚩 Red Flags
- The company is a 'fully remote company' with no principal executive office as of July 1, 2024.
- Approval of Rule 5635 exception indicates the company has engaged in significant equity financing/dilutive transactions involving more than 19.99% of outstanding shares.
📋 Key Facts
- Annual Meeting held on July 24, 2025.
- Total shares outstanding and entitled to vote: 3,147,995.
- Quorum reached with 1,855,160 (58.93%) shares represented in person or by proxy.
- Four directors were elected: Michael Breen, Charles J. Casamento, Hilary Kramer, and David C. Mun-Gavin.
- Ratification of Weinberg & Company, P.A. as independent accountants for the year ending Dec 31, 2025 was approved.
- Shareholders approved a Rule 5635 exception to allow issuance of 19.99% or more of outstanding common stock related to Series L Convertible Preferred Stock and warrants.
- Amendment No. 1 to the 2022 Omnibus Incentive Plan was approved, increasing available shares by 583,334.
GT Biopharma, Inc. has amended its $20 million equity facility to increase the beneficial ownership limitation from 4.99% to 9.99%. Additionally, the company announced a change in board composition involving one resignation and one new appointment.
🚩 Red Flags
- The use of an equity facility (often referred to as 'death spiral' financing if terms are unfavorable) suggests a need for immediate liquidity.
- Increasing the beneficial ownership limit from 4.99% to 9.99% allows larger concentrated positions by investors, which can lead to significant dilution.
📋 Key Facts
- Amended Common Shares Purchase Agreement (dated June 10, 2025) increases beneficial ownership limit from 4.99% to 9.99%.
- The equity facility allows for the sale of up to $20 million in common stock.
- Andrew Ritter resigned from the Board of Directors effective June 9, 2025.
- David C. Mun-Gavin appointed as a non-employee director and assigned to Audit, Compensation (Chair), and Nominating/Governance committees on June 10, 2025.
GT Biopharma, Inc. has amended its existing private placement of Series L 10% Convertible Preferred Stock to include a new purchaser and increase the total offering size. The amendment also includes an expansion of registration rights for the newly added participant.
🚩 Red Flags
- Significant potential dilution: The issuance involves convertible preferred stock and warrants equal to 100% of the common stock issuable upon conversion.
- Heavy reliance on private placements/convertible debt-like instruments which often signal liquidity needs in micro-cap biotech firms.
- Large Greenshoe option ($21.6M) represents a massive potential influx of new equity that could significantly dilute existing shareholders.
📋 Key Facts
- First Amendment to Securities Purchase Agreement executed on May 21, 2025.
- Increased Series L Preferred Stock issuance from 6,056 shares to 6,612 shares.
- Total aggregate purchase price increased from $5,450,000.00 to $5,950,000.00.
- Greenshoe Rights allow purchasers to acquire up to $24,018,349 in additional Preferred Stock (stated value) for an aggregate purchase price of $21,616,514.
- A New Purchaser joined the offering via a Joinder Agreement to the existing Registration Rights Agreement.
- The company filed a Certificate of Increase in Delaware on May 22, 2025, increasing Series L Preferred Stock authorizations from 28,056 to 30,630 shares.
GT Biopharma, Inc. underwent significant board restructuring between May 7 and May 12, 2025, involving the resignation of two directors and a rapid expansion and subsequent contraction of the Board size.
🚩 Red Flags
- High turnover/instability in Board composition within a single week.
- Rapid fluctuation in Board size (4 to 6, then back to 4) suggests internal governance volatility or disagreement.
📋 Key Facts
- On May 7, 2025, the Board increased from four to six members; Hilary Kramer was appointed as a non-employee director.
- Bruce Wendel resigned from the Board and all committees on May 7, 2025.
- Andrew Ritter was appointed as a non-employee director on May 8, 2025.
- Rajesh Shrotriya resigned from the Board and all committees on May 12, 2025.
- The Board resolved to reduce its size from six back down to four members effective immediately.
- Hilary Kramer and Andrew Ritter were appointed to the Audit, Compensation, and Nominating Committees; Ms. Kramer will chair the Nominating Committee and Mr. Ritter will chair the Compensation Committee.
GT Biopharma entered into a significant securities purchase agreement for the issuance of Series L 10% Convertible Preferred Stock and warrants totaling $5.45 million, with additional Greenshoe Rights up to $19.8 million. The deal includes highly dilutive terms such as full ratchet price protection and conversion features.
🚩 Red Flags
- Highly dilutive 'full ratchet' price protection mechanism.
- Significant potential dilution via warrants and conversion rights (Greenshoe up to $22M).
- Liquidation preference/premium redemption rights for preferred holders.
- Requirement for shareholder approval due to issuance exceeding 19.99% of outstanding shares.
📋 Key Facts
- Initial offering: Up to 6,056 shares of Series L 10% Convertible Preferred Stock for an aggregate purchase price of $5,450,000.00 (stated value $6,055,555.56).
- Greenshoe Rights: Purchasers may elect to purchase up to $22,000,000 in additional Preferred Stock for an aggregate price of $19,800,000.
- Conversion Price: Initial conversion price of $2.043 per share into Common Stock.
- Dividends: 10% cumulative dividend per annum until May 11, 2026, increasing to 12% thereafter.
- Warrants: Issuance of Common Warrants (100% coverage) and Vesting Warrants with a 5-year term at $2.043 exercise price.
- Price Protection: Securities include full ratchet price protection with a floor price of $0.454 per share.
- Registration Rights: Company must file a registration statement within 30 days, or face liquidated damages of 1.5% plus interest.
GT Biopharma, Inc. has appointed Michael Breen as Chief Executive Officer for a two-year term, effective April 29, 2025. Mr. Breen transitions from his role as Interim CEO to the permanent CEO position while retaining his seats on the Board and as Executive Chairman.
📋 Key Facts
- Michael Breen appointed CEO effective April 29, 2025.
- The appointment is for a two-year term.
- Mr. Breen has served as Interim CEO since March 2, 2022.
- Mr. Breen will continue to serve as Executive Chairman and as a member of the Board of Directors.
- Mr. Breen's background includes senior partner roles at Clyde & Co. and Edward Lewis.
GT Biopharma issued a pre-funded warrant to Cytovance Biologics, Inc. as partial consideration for services rendered. The warrant allows Cytovance to purchase up to 326,251 shares of common stock at a nominal exercise price.
🚩 Red Flags
- Issuance of equity as payment for services can indicate potential cash flow constraints.
- The use of a nominal exercise price ($0.0001) suggests significant dilution for existing shareholders.
📋 Key Facts
- Date of event: March 31, 2025
- Issuer: GT Biopharma, Inc. (GTBP)
- Recipient: Cytovance Biologics, Inc.
- Instrument: Pre-funded warrant to purchase up to 326,251 shares of Common Stock
- Exercise Price: $0.0001 per share
- Pre-funded amount: $846,562.50 (rendered in the form of services)
- Warrant status: Immediately exercisable
GT Biopharma, Inc. entered into warrant inducement agreements to encourage holders of existing warrants to exercise them at a reduced price. In exchange for immediate cash, the company is issuing new Series A and Series B inducement warrants, which will lead to significant potential dilution.
🚩 Red Flags
- Significant potential dilution: The issuance of new warrants could result in up to 604,138 additional shares being issued.
- Low cash infusion: The $0.7 million gross proceeds are relatively small for a biotech company, suggesting tight liquidity.
- Warrant Inducement: This is often used by companies facing liquidity constraints to incentivize immediate cash inflow at the expense of existing shareholders.
📋 Key Facts
- Existing Warrants (302,069 shares) exercised at a reduced price of $2.27 per share.
- Company issued Series A Inducement Warrants (up to 302,069 shares) with a 5-year term and $2.02 exercise price.
- Company issued Series B Inducement Warrants (up to 302,069 shares) with an 18-month term and $2.02 exercise price.
- Aggregate gross proceeds from the exercise were approximately $0.7 million before fees.
- The company committed to filing a resale registration statement within 30 days to register the inducement warrant shares.
GT Biopharma announced the commencement of a Phase 1 clinical trial for GTB-3650, a second-generation TriKE designed to treat hematologic malignancies. The company also released an updated corporate presentation.
📋 Key Facts
- First patient has been dosed in the Phase 1 Trial of GTB-3650 on January 27, 2025.
- GTB-3650 is a Second-Generation TriKE (Trispecific Killer Engager).
- The clinical trial targets hematologic malignancies.
- An updated corporate presentation was released as of January 27, 2025.
GT Biopharma, Inc. received a notification from Nasdaq stating it is in non-compliance with minimum stockholders' equity requirements (Nasdaq Listing Rule 5550(b)(1)). The company must submit a compliance plan by January 6, 2025.
🚩 Red Flags
- Delisting notice for failure to meet minimum stockholders' equity requirements.
- Failure to meet alternative listing standards (market value and net income).
- Potential for a reverse stock split if compliance is not achieved via other means.
📋 Key Facts
- Received notice on November 21, 2024, from Nasdaq Listing Qualifications Staff.
- Non-compliance is due to stockholders' equity falling below the $2,500,000 minimum required by Rule 5550(b)(1).
- The determination was based on financial data from the Form 10-Q for the period ended September 30, 2024.
- Company failed to meet alternative compliance standards: market value of listed securities or net income from continuing operations.
- Deadline to submit a plan to regain compliance is January 6, 2025.
GT Biopharma entered into an Investigator Initiated Clinical Trial Agreement with the Regents of the University of Minnesota to sponsor a Phase 1 clinical trial for GTB-3650. The agreement involves a research program targeting High Risk Myelodysplastic Syndromes (MDS) and Acute Myeloid Leukemia (AML).
🚩 Red Flags
- The company is committing $2 million in funding over three years, which represents a significant cash outflow for a micro-cap biotech.
📋 Key Facts
- Agreement entered into on November 18, 2024.
- The University of Minnesota will sponsor an IND application for GTB-3650 (IND 165546).
- Study focuses on a Phase 1 clinical trial for 'GTB-3650 (CD16/IL-15/CD33) Tri-Specific Killer Engager (TriKE)'.
- The budget is approximately $2 million over three years, to be borne by GT Biopharma.
- University owns the study data, but the Company has usage rights subject to consent and law.
- Both parties have the right to publish results.
GT Biopharma, Inc. announced a change in the role of Dr. Jeffrey Miller, who is transitioning from Consulting Chief Medical Officer and Consulting Chief Scientific Officer to Consulting Senior Medical Director.
🚩 Red Flags
- None identified; this appears to be a standard administrative/compliance title change rather than a departure or loss of expertise.
📋 Key Facts
- Effective date: September 16, 2024.
- Dr. Jeffrey Miller's title changed from Consulting CMO/CSO to Consulting Senior Medical Director.
- The change is intended to align with University of Minnesota policies regarding conflicts of interest.
- The realignment is prompted by the impending conduct of a Phase I clinical trial for GTB-3650 at the University.
GT Biopharma announced FDA clearance of its IND application for GTB-3650, enabling Phase 1 clinical trials. Additionally, the company will transition to a fully remote operating model effective July 1, 2024.
🚩 Red Flags
- Elimination of physical headquarters/principal executive office (often seen in extreme cost-cutting measures).
📋 Key Facts
- FDA cleared Investigational New Drug (IND) application for GTB-3650 on June 27, 2024.
- GTB-3650 is an NK Cell Engager intended for the treatment of CD33+ Leukemia.
- The company will transition to a fully remote model effective July 1, 2024.
- The company will no longer maintain a principal executive office; communications should be directed to San Francisco or via email.
GT Biopharma, Inc. held its annual meeting of stockholders on June 25, 2024. The filing reports the results of shareholder votes regarding director elections, auditor ratification, and executive compensation.
📋 Key Facts
- Annual meeting held on June 25, 2024.
- Total shares entitled to vote: 1,380,633; Quorum reached with 691,084 (50.05%) represented in person or by proxy.
- Four directors elected: Michael Breen, Rajesh Shrotriya, M.D., Bruce Wendel, and Charles J. Casamento.
- Shareholders ratified the appointment of Weinberg & Company, P.A. as independent accountants for the fiscal year ending December 31, 2024.
- Non-binding advisory vote on executive compensation was held.
GT Biopharma, Inc. announced the termination of its Chief Financial Officer, Manu Ohri, effective June 3, 2024. The company has appointed Alan L. Urban as the new CFO, who enters into a one-year employment agreement with an annual base salary of $375,000.
🚩 Red Flags
- Sudden termination of a CFO can sometimes signal internal disagreements or financial irregularities, though no specific cause was cited in this filing.
📋 Key Facts
- Manu Ohri was terminated from his position as CFO on June 3, 2024.
- Alan L. Urban appointed as new CFO effective June 3, 2024.
- New CFO compensation includes a $375,000 annual base salary and a discretionary bonus of up to 40% of base salary.
- The employment agreement for Mr. Urban is effective from June 3, 2024, with an initial term of one year.
- Severance provisions include 2 months' salary if terminated within the first six months, or 5 months' salary thereafter (without cause/for good reason).
GT Biopharma, Inc. entered into a registered direct offering and a concurrent private placement to issue 740,000 shares of common stock at $4.35 per share. The transaction includes the issuance of warrants to purchasers and placement agent warrants.
🚩 Red Flags
- Warrant Overhang: The issuance of common warrants at the same price as the offering ($4.35) creates significant potential dilution for existing shareholders.
- Restrictive Covenants: One-year restriction on issuing floating-rate or adjustable securities limits future financing flexibility.
📋 Key Facts
- Registered Direct Offering: 740,000 shares of common stock at $4.35 per share.
- Private Placement: Issuance of Common Warrants to purchase one share for each share purchased in the offering (1:1 ratio).
- Common Warrant Terms: Exercise price of $4.35; 5-year expiration.
- Placement Agent: Roth Capital Partners, LLC received a 6% cash fee and 88,800 placement agent warrants at an exercise price of $5.4375.
- Standstill/Restriction: 60-day restriction on issuing convertible securities; 1-year restriction on floating-rate or adjustable debt/equity issuances.
GT Biopharma, Inc. has amended its existing Settlement and Investment Agreement with Cytovance Biologics, Inc. to increase the ownership limit of common stock held by Cytovance.
🚩 Red Flags
- Increased concentration of ownership by a single entity (Cytovance) may impact liquidity or voting control dynamics, though still below the 10% threshold typically triggering significant reporting requirements.
📋 Key Facts
- Amendment No. 1 to the Settlement and Investment Agreement was entered into on April 25, 2024.
- The amendment increases Cytovance Biologics, Inc.'s ownership limit from 4.9% of outstanding common stock to 9.9%.
- All other terms of the original August 24, 2022 Agreement remain unchanged.
GT Biopharma, Inc. has filed a Certificate of Amendment to effect a 1-for-30 reverse stock split. The transaction is scheduled to become effective on February 2, 2024, with adjusted trading expected on February 5, 2024.
🚩 Red Flags
- Reverse stock split (often used to combat delisting or signal distress)
- Significant reduction in share count (96.7% reduction)
📋 Key Facts
- Reverse stock split ratio: 1-for-30
- Effective date of split: February 2, 2024, at 5:00 p.m. ET
- Expected trading on a reverse split-adjusted basis: February 5, 2024
- Reduction in outstanding shares from approximately 41,419,000 to 1,380,633
- New CUSIP number: 36254L 308
- Authorized shares remain unchanged at 250,000,000