GT Biopharma, Inc. (GTBP) SEC Filings & Earnings Calls

Extreme shareholder dilution

“Proposal No. 2: 'increase the number of authorized shares of the Company's Common Stock from 25,000,000 to 250,000,000' and Proposal No. 3: 'Private Placement Investors would hold... approximately 44% of the voting power' and 'approximately 61% of the voting power'”

Potential change of control without premium

“Proposal No. 3: 'Private Placement Investors would hold... approximately 44% of the voting power' and 'approximately 61% of the voting power'”

High-cost financing with 10% dividend and convertible at discount

“Proposal No. 3: 'dividends at a per annum rate of 10% until September 13, 2027, and 12% per annum thereafter' and 'Conversion Price for the Series M Preferred Stock will equal $6.10'”

Previous non-compliance with bid price rule indicates financial distress risk.

“the Company was not in compliance with the $1.00 minimum bid price requirement” · word for word

Dilution risk from convertible preferred stock issuance; potential further dilution if converted.

“Series M 10% Convertible Preferred Stock issued; unregistered shares.”

Potential dilution from conversion of preferred stock and exercise of warrants; 10% dividend on preferred adds cash burden.

“Series M 10% Convertible Preferred Stock with conversion rights; common and vesting warrants issued.”

Going concern risk

“These factors raise substantial doubt about our ability to continue as a going concern within one year of the date that the financial statements are issued.” · word for word

No revenue, no approved products

“We do not have any product candidates approved for sale and have not generated any revenue from our product sales.” · word for word

Cash burn exceeds cash on hand

“Net cash used in operating activities was approximately $6.7 million for the six months ended June 30, 2026... Cash and cash equivalents and restricted cash, end of period $5,054,000”

Nasdaq delisting risk

“On November 20, 2025, we received a notification letter... notifying the Company that our Common Stock had closed below $1 per share for 30 consecutive business days and, as a result, the Company was not in compliance with the $1 minimum bid price requirement for continued listing on Nasdaq.”

Shareholder dilution risk

“Proposal No. 5... increasing the number of shares available for future awards thereunder by 3,500,000 shares of Common Stock.”

Pay-for-performance misalignment

“During fiscal years 2024 and 2025, compensation actually paid to our PEO increased from $1,186,972 in fiscal year 2024 to $1,613,646 in fiscal year 2025... Over the same period, our net loss increased by $15,192,000 during fiscal year 2025... the value of an investment of $100 in our common stock... decreased by $0.30 to $2.95 during fiscal year 2025.”

Going Concern Risk

“These factors raise substantial doubt about our ability to continue as a going concern within one year of the date that the financial statements are issued.” · word for word

No Revenue / Pre-Approval

“We do not have any product candidates approved for sale and have not generated any revenue from our product sales.” · word for word

Going Concern Risk

“These factors raise substantial doubt about our ability to continue as a going concern within one year of the date that the financial statements are issued.” · word for word

No Revenue / Pre-Approval

“We do not have any product candidates approved for sale and have not generated any revenue from our product sales.” · word for word

Going concern risk

“These factors raise substantial doubt about our ability to continue as a going concern within one year of the date that the financial statements are issued.” · word for word

Cash burn without revenue

“We do not have any product candidates approved for sale and have not generated any revenue from our product sales.” · word for word

Dilution risk from equity financing

“We may sell common stock, preferred stock, convertible securities or other equity securities in one or more transactions... Any such issuance may significantly dilute the equity interest of our then-current stockholders.”

Going concern risk

“These factors raise substantial doubt about our ability to continue as a going concern within one year of the date that the financial statements are issued.”

Cash burn without revenue

“We do not have any product candidates approved for sale and have not generated any revenue from our product sales.”

Dilution risk from equity financing

“We may sell common stock, preferred stock, convertible securities or other equity securities in one or more transactions... Any such issuance may significantly dilute the equity interest of our then-current stockholders.”

Going Concern Risk

“These factors raise substantial doubt about our ability to continue as a going concern within one year of the date that the financial statements are issued.” · word for word

No Revenue / Pre-Revenue

“We do not have any product candidates approved for sale and have not generated any revenue from our product sales.” · word for word

Dilution Risk

“Net cash provided by financing activities was approximately $7.5 million for the nine months ended September 30, 2025 and resulted from net proceeds from issuance of Series L Convertible Preferred Stock and warrants, and net proceeds from the exercise of warrants for cash and inducement warrants.” · word for word

Going concern risk due to limited cash runway; need for additional capital.

“The Company had cash and cash equivalents of approximately $2.6 million as of September 30, 2025, which is anticipated to be sufficient to fund the Company’s operations into the first quarter of 2026.” · word for word

Clinical trial enrollment and regulatory approval risks.

“The risk that if the Company experiences delays or difficulties in the enrollment of patients in clinical trials, those clinical trials could take longer than expected to complete and the Company’s receipt of necessary regulatory approvals could be delayed or prevented.” · word for word