GT Biopharma, Inc.

During the second quarter of 2025, the Company issued securities in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, in the amounts and for the consideration set forth below:

In May and June 2025, the Company issued 50,000 shares of common stock and warrants underlying 200,000 shares of common stock with an aggregate fair value of approximately $718,000 to vendors as compensation for services. The warrants underlying 200,000 shares of common stock consist of warrants underlying 50,000 shares of common stock that are exercisable immediately upon issuance with a term of five years from the date of issuance at $2.50 per share, and warrants underlying 150,000 shares of common stock that are pre-funded warrants exercisable at any time after issuance and until exercised in full.

On May 14, 2025, pursuant to the May 2025 Private Placement of Equity Facility, the Company issued pre-funded warrants to purchase an aggregate of 300,000 shares of common stock as consideration for its irrevocable commitment to purchase the shares of common stock upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, with a fair market value of $672,000. The pre-funded warrants may be exercise at any time after issuance and until exercised in full.

On May 15, 2025, the Company issued warrants underlying 24,390 shares of Common Stock at an exercise price equal to $2.46 to investors in return entering into a Consent and Waiver Agreement dated March 18, 2025, with a fair market value of $44,000. The warrants are exercisable immediately upon issuance with a term of five years from the date of issuance.

All other issuances of unregistered equity securities during the three months ended June 30, 2025 have previously been disclosed in filings with the SEC.