GT Biopharma, Inc.
For the period ended Mar 31, 2026. Filed May 15, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 15, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001493152-25-023400
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001493152-26-023346
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 10 previous paragraphs and 6 current paragraphs.
2 unchanged; 3 reworded; 1 added; 5 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (1)
Current report
On April 1, 2026, the Company issued 267,749 shares of Common Stock to the holders of Series L Preferred Stock of record as of March 19, 2026 as a dividend, which represents 10% of the outstanding stated value of the Series L Preferred Stock.
Removed paragraphs (5)
Previous report
We are subject to state and federal securities laws, the terms of the Company’s Restated Certificate of Incorporation (the “Charter”), Amended and Restated Bylaws (the “Bylaws”) and the terms of complex contracts; a failure to comply with current and future laws, regulations or standards, or the terms of our Charter, Bylaws or contractual arrangements, could have an adverse effect on our business.
Previous report
We are subject to state and federal securities laws, including the information and reporting requirements of the Securities Exchange Act of 1934, as amended, and other federal securities laws, as well as the provisions of the Delaware General Corporation Law. Failure or noncompliance with such laws, and any regulations or standards could have an adverse effect on our business. In addition, we operate pursuant to our Charter, Bylaws and complex contractual arrangements, including any amendments or waivers thereunder. Our failure to comply with the terms of our Charter, Bylaws, or any such contractual arrangements, or if any amendments or waivers thereunder are deemed unenforceable, we could be exposed to claims or other demands that could divert management’s attention from other business concerns and could have an adverse effect on business, financial condition, and results of operation.
Previous report
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.
Previous report
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.
Previous report
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.
Reworded paragraphs (3)
Previous wording
Other than as set forth below, there have been no material changes from the risk factors disclosed in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and Part II, Item 1A “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
Current wording
There have been no material changes from the risk factors disclosed in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.
Previous wording
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:
Current wording
During the first quarter of 2026, 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:
Previous wording
All other issuances of unregistered equity securities during the three months ended September 30, 2025 have previously been disclosed in filings with the SEC.
Current wording
Any other issuances of unregistered equity securities during the three months ended March 31, 2026 have previously been disclosed in filings with the SEC.