GT Biopharma, Inc.
For the period ended Dec 31, 2025. Filed Mar 2, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 2, 2026
GTBP$3.96-8.3%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements.
The financial statements of GT Biopharma, Inc. and the independent registered public accounting firm’s report dated March 2, 2026, are incorporated by reference to Item 8 of this report.
(a)(2) and (c) Financial Statement Schedules
Not required.
(a)(3) and (b) Exhibits
EXHIBIT INDEX
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit Number · Exhibit Description · Form · Date · Number · Filed Herewith | ||||
| 3.1 | Restated Certificate of Incorporation as filed in Delaware September 10, 1996 and as thereafter amended through March 1, 2002 | 10-KSB | 04/01/2002 | 3.A |
| 3.2 | Certificate of Amendment to the Restated Certificate of Incorporation of GT Biopharma, Inc., dated February 9, 2011 | 10-K | 03/31/2011 | 3.2 |
| 3.3 | Certificate of Amendment to the Restated Certificate of Incorporation of GT Biopharma, Inc., effective as of July 19, 2017 | 8-K/A | 03/15/2018 | 3.1 |
| 3.4 | Certificate of Amendment to the Restated Certificate of Incorporation of GT Biopharma, Inc., effective as of February 10, 2021 | 8-K | 02/11/2021 | 3.1 |
| 3.5 | Certificate of Amendment to the Restated Certificate of Incorporation of GT Biopharma, Inc., effective June 13, 2022 | 10-K | 03/30/2023 | 3.5 |
| 3.6 | Amended and Restated Bylaws of GT Biopharma, Inc., effective November 3, 2022 | 8-K | 11/09/2022 | 3.1 |
| 3.7 | Certificate of Amendment of Restated Certificate of Incorporation of GT Biopharma, Inc., effective February 1, 2024 | 8-K | 02/01/2024 | 3.1 |
| 4.1 | Certificate of Designation of Preferences, Rights and Limitations of Series J-1 Preferred Stock of GT Biopharma, Inc., dated April 3, 2019 | 8-K | 04/04/2019 | 3.1 |
| 4.2 | Certificate of Designation of Preferences, Rights and Limitations of Series K Preferred Stock of GT Biopharma, Inc., dated April 3, 2019 | 10-K | 04/16/2021 | 4.2 |
| 4.3 | Description of the Registrant’s Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended | 10-K | 03/30/2023 | 4.3 |
| 4.4 | Form of Common Warrant | 8-K | 5/23/2024 | 4.1 |
| 4.5 | Form of Series A Inducement Warrant | 8-K | 02/26/2025 | 4.1 |
| 4.6 | Form of Series B Inducement Warrant | 8-K | 02/26/2025 | 4.2 |
| 4.7 | Form of Prefunded Common Stock Purchase Warrant. | 8-K | 04/04/2025 | 4.1 |
| 4.8 | Certificate of Designation of Preferences, Rights and Limitations of Series L 10% Convertible Preferred Stock. | 8-K | 05/13/2025 | 3.1 |
| 4.9 | Certificate of Increase to Certificate of Designation of Preferences, Rights and Limitations of Series L 10% Convertible Preferred Stock. | 8-K | 05/27/2025 | 3.1 |
| 4.10 | Form of Common Warrant. | 8-K | 05/13/2025 | 4.1 |
| 4.11 | Form of Vesting Warrant. | 8-K | 05/13/2025 | 4.2 |
| 10.1 | Exclusive License Agreement, dated July 18, 2016, between the Regents of the University of Minnesota and Oxis Biotech, Inc. | 10-Q | 08/11/2017 | 10.3 |
| 10.2 | Securities Purchase Agreement, dated January 30, 2020, among GT Biopharma, Inc. and the purchaser named therein | 10-Q | 05/15/2020 | 10.1 |
| 10.3 | Registration Rights Agreement, dated January 30, 2020, among GT Biopharma, Inc. and the purchaser named therein | 10-Q | 05/15/2020 | 10.2 |
| 10.4 | Form of Convertible Note (related to Securities Purchase Agreement, dated January 30, 2020) | 10-Q | 05/15/2020 | 10.3 |
| 10.5 | Form Securities Purchase Agreement among GT Biopharma, Inc. and the purchaser named therein (executed in April/May 2020) | 10-Q | 05/15/2020 | 10.4 |
| 10.6 | Form of Registration Rights Agreement among GT Biopharma, Inc. and the purchaser named therein (executed in April/May 2020) | 10-Q | 05/15/2020 | 10.5 |
| 10.7 | Form of Convertible Note (related to Securities Purchase Agreement executed in April/May 2020) | 10-Q | 05/15/2020 | 10.6 |
| 10.8 | Securities Purchase Agreement, dated July 7, 2020, among GT Biopharma, Inc. and the purchaser named therein | 8-K | 07/09/2020 | 10.1 |
| 10.9 | Registration Rights Agreement, dated July 7, 2020, among GT Biopharma, Inc. and the purchaser named therein | 8-K | 07/09/2020 | 10.3 |
| 10.10 | Form of Convertible Note (related to Securities Purchase Agreement, dated July 7, 2020) | 8-K | 07/09/2020 | 4.1 |
| 10.11 | Form of Standstill and Forbearance Agreement, dated June 23, 2020, between the Company and certain holders of convertible notes and debentures | 8-K | 06/23/2020 | 10.1 |
| 10.12 | Settlement Agreement, dated June 19, 2020, among GT Biopharma, Inc., Empery Asset Master Ltd., Empery Tax Efficient, LP and Empery Tax Efficient II, LP, Anthony Cataldo and Paul Kessler. | 8-K | 06/19/2020 | 10.1 |
| 10.13 | Form of Convertible Note, dated June 19, 2020 (related to Settlement Agreement, dated June 19, 2020) | 8-K | 06/19/2020 | 10.2 |
| 10.14 | Form of Pre-Funded Warrant to Purchase Common Stock, dated June 19, 2020 (related to Settlement Agreement, dated June 19, 2020) | 8-K | 06/19/2020 | 10.3 |
| 10.15 | Form of Convertible Note (related to Securities Purchase Agreement, dated September 16, 2020) | 8-K | 9/22/2020 | 4.1 |
| 10.16 | Securities Purchase Agreement, dated September 16, 2020, among GT Biopharma, Inc. and the purchasers named therein | 8-K | 9/22/2020 | 10.1 |
| 10.17 | Master Services Agreement, dated October 5, 2020, between GT Biopharma, Inc. and Cytovance Biologics, Inc. | 8-K | 10/6/2020 | 10.1 |
| 10.18 | Form of First Amendment and Extension of Standstill and Forbearance Agreement | 8-K | 11/4/2020 | 10.1 |
| 10.19 | Form of Secured Convertible Note | 8-K | 11/9/2020 | 4.1 |
| 10.20 | Securities Purchase Agreement | 8-K | 11/9/2020 | 10.1 |
| 10.21 | Settlement Agreement, dated as of November 9, 2020, by and among Adam Kasower, East Ventures, Inc., A British Virgin Islands company, SV Booth Investments III, LLC, a Delaware limited liability company and Theorem Group, LLC, a California LLC and GT Biopharma Inc., a Delaware corporation. | 10-Q | 11/13/2020 | 10.19 |
| 10.22 | Form of Settlement Note, dated November 9, 2020. | 10-Q | 11/13/2020 | 10.20 |
| 10.23 | Form of Amendment to Convertible Note & Standstill Agreement | 8-K | 12/23/2020 | 10.1 |
| 10.24 | Settlement Agreement, dated as of December 22, 2020, by and among Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, Anthony Cataldo, Paul Kessler and GT Biopharma Inc., a Delaware corporation. | 8-K | 12/28/2020 | 10.1 |
| 10.25 | Settlement Note, dated December 22, 2020, by GT Biopharma Inc. payable to Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B. | 8-K | 12/28/2020 | 10.2 |
| 10.26 | Form of Second Amendment and Extension of Standstill and Forbearance Agreement. | 8-K | 02/1/2020 | 10.1 |
| 10.27 | Form of Amendment to Convertible Note, dated January 31, 2021 | 8-K | 02/1/2020 | 10.2 |
| 10.28 | Board Service Agreement with Michael Breen, dated January 12, 2021. ++ | S-1/A | 02/08/2021 | 10.70 |
| 10.29 | Amendment to Settlement Note with Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B. | S-1/A | 02/08/2021 | 10.71 |
| 10.30 | Form of Securities Purchase Agreement - December 2020 / January 2021 Notes | S-1/A | 02/08/2021 | 10.72 |
| 10.31 | Form of December 2020 / January 2021 Note | S-1/A | 02/08/2021 | 10.73 |
| 10.32 | Exclusive License Agreement with Regents of the University of Minnesota, dated March 26, 2021. | 10-K | 03/28/2022 | 10.73 |
| 10.33 | Research Agreement with Regents of the University of Minnesota, dated June 16, 2021. | 10-K | 03/28/2022 | 10.74 |
| 10.34 | Employment Agreement with Michael Breen, entered into as of December 31, 2021 with an effective date of November 8, 2021. ++ | 10-K | 03/28/2022 | 10.76 |
| 10.35 | Amendment No. 1 to Employment Agreement with Michael Breen, dated as of June 17, 2022. ++ | 10-K | 3/26/2024 | 10.77 |
| 10.36 | Amendment No. 2 to Services Agreement with Michael Breen, dated as of February 20, 2023. ++ | 10-K | 3/26/2024 | 10.78 |
| 10.37 | Board Service Agreement with Michael Breen dated November 11, 2020++ | 10-Q | 05/16/2022 | 10.1 |
| 10.38 | Settlement and Investment Agreement dated August 24, 2022, by and between GT Biopharma, Inc. and Cytovance Biologics, Inc.** | 10-Q | 10/31/2022 | 10.1 |
| 10.39 | Form of Securities Purchase Agreement, dated December 2022, by and between GT Biopharma, Inc. and the purchasers named therein. | 8-K | 01/03/2023 | 10.1 |
| 10.40 | Form of Common Warrant | 8-K | 01/03/2023 | 4.1 |
| 10.41 | Form of Pre-Funded Warrant | 8-K | 01/03/2023 | 4.2 |
| 10.42 | Form of Placement Agent Warrant | 8-K | 01/03/2023 | 4.3 |
| 10.43 | Amendment No. 1 to Settlement and Investment Agreement, dated as of April 15, 2024, by and between GT Biopharma, Inc. and Cytovance Biologics, Inc. | 8-K | 04/30/2024 | 10.1 |
| 10.44 | Sponsored Research Agreement dated May 20, 2024 between GT Biopharma, Inc. and the Regents of the University of Minnesota. | 10-Q | 8/14/2024 | 10.3 |
| 10.45 | Form of Securities Purchase Agreement, dated May 21, 2024 | 8-K | 05/23/2024 | 10.1 |
| 10.46 | Form of Placement Agency Agreement, dated May 21, 2024 | 8-K | 05/23/2024 | 10.2 |
| 10.47 | Employment Agreement between the company and Alan Urban, dated as of June 7, 2024. | 8-K | 06/07/2024 | 10.1 |
| 10.48 | Investigator Initiated Clinical Trial Agreement, dated as of November 18, 2024, by and between GT Biopharma, Inc. and the Regents of the University of Minnesota. | 8-K | 11/21/2024 | 10.1 |
| 10.49 | Form of Inducement Letter. | 8-K | 02/26/2025 | 10.1 |
| 10.50 | Securities Purchase Agreement, dated as of May 12, 2025, between the Company and the purchasers identified therein. | 8-K | 05/13/2025 | 10.1 |
| 10.51 | Registration Rights Agreement, dated as of May 12, 2025, between the Company and the purchasers identified therein. | 8-K | 05/13/2025 | 10.2 |
| 10.52 | Form of Voting Agreement. | 8-K | 05/13/2025 | 10.3 |
| 10.53 | Form of Lock-up Agreement. | 8-K | 05/13/2025 | 10.4 |
| 10.54 | First Amendment to Securities Purchase Agreement, dated as of May 21, 2025, between the Company and the purchasers identified therein. | 8-K | 05/27/2025 | 10.1 | |
| 10.55 | Joinder to Registration Rights Agreement, dated as of May 21, 2025, between the Company and the purchaser identified therein. | 8-K | 05/27/2025 | 10.2 | |
| 10.56 | First Amendment to Common Shares Purchase Agreement, dated as of June 10, 2025, between the Company and the investors identified therein. | 8-K | 06/11/2025 | 10.1 | |
| 10.57 | First Amendment to the Research Agreement, effective as of June 18, 2025, between the Company and the Regents of the University of Minnesota | 10-Q | 08/14/2025 | 10.8 | |
| 10.58 | Amendment No. 3 to the Employment Agreement, dated August 26, 2025, by and between GT Biopharma, Inc. and Michael Breen | 8-K | 08/29/2025 | 10.1 | |
| 10.59 | Form of Waiver (incorporated by reference to exhibit 10.1 of GT Biopharma, Inc.’s Form 8-K filed with the Securities and Exchange Commission on September 23, 2025) | 8-K | 09/26/2025 | 10.1 | |
| 14.1 | Code of Ethics | 10-K | 03/31/2015 | 14.1 | |
| 19.1 | Insider Trading Policy | X | |||
| 23.1 | Consent of Weinberg & Company, P.A. | X | |||
| 24.1 | Power of Attorney (included on signature page) | ||||
| 31.1 | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 31.2 | Certification of the Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.1 | Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * | X | |||
| 32.2 | Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * | X | |||
| 97.1 | Compensation Recovery Policy of GT Biopharma, Inc., dated November 3, 2023 | 10-K/A | 04/14/2025 | 97.1 | |
| 101.INS | Inline XBRL Instance Document. | X | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | X | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | X | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | X | |||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | X | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | X | |||
| 104 | Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
++ Indicates management contract or compensatory plan.
- This certification shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.
**The Registrant has omitted portions of this exhibit that are both not material and the type of information that the Registrant treats as private or confidential.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.