GT Biopharma Inc

The Company will receive no proceeds from the resale of the shares by the Selling Shareholders. Unless otherwise set forth in a prospectus supplement, all of the shares of Common Stock offered by the Selling Shareholders pursuant to this prospectus will be sold by the Selling Shareholders. The Selling Shareholders will receive all proceeds from such sales.

If all of the Warrants held by the Selling Shareholders are exercised in full in cash, we would receive proceeds from the payment of the exercise price thereof of approximately $3,219,000, which we intend to use for general corporate purposes, which includes, among other purposes, the funding and expansion of our ongoing clinical trials and the continued development of our pipeline of candidate products.

DETERMINATION OF OFFERING PRICE

The Selling Shareholders will determine at what price they may sell the securities offered by this prospectus, and such sales may be made at fixed prices, prevailing market prices at the time of the sale, varying prices determined at the time of sale, or negotiated prices. For more information, see “Plan of Distribution.”