GT Biopharma files S-1 to register 13.5 million shares for resale

GT Biopharma, Inc. filed an S-1 registration statement with the SEC on October 9, 2026 covering 13,502,835 shares of common stock to be offered by selling stockholders, tied to shares issuable from Series M and Series L convertible preferred stock, related warrants, and dividend shares.¹

The Series M shares stem from a private placement where the company entered a securities purchase agreement on September 14, 2026 to issue 8,611.111 Series M Preferred Shares with an aggregate stated value of $8,611,111, along with warrants, for an aggregate purchase price of $7,750,000.¹ The Series L shares relate to a May 2025 placement in which the company agreed to issue 6,611.111 Series L Preferred Shares with an aggregate stated value of $6,611,111.00, along with warrants, for an aggregate purchase price of $5,950,000.00.¹

On dividend shares, the board declared a dividend to Series L holders of record as of June 24, 2026, payable on July 1, 2026¹, and a second dividend to holders of record as of September 29, 2026, payable in shares of Common Stock on October 1, 2026.¹

The company also completed a reverse stock split. The certificate of amendment effecting the 1-for-25 split was filed with the Delaware Secretary of State on September 2, 2026, following stockholder approval at the company's August 14, 2026 annual meeting¹, but the Reverse Stock Split became effective as of 12:01 a.m. Eastern Time on September 8, 2026.¹ The split reduced shares outstanding from 45,109,497 pre-split shares to 1,804,379 post-split shares.¹

Separately, the company received notice from Nasdaq on September 22, 2026 that it had regained compliance with the Minimum Bid Price Requirement¹ after prior noncompliance letters dated November 20, 2025 and extended compliance periods. The filing also discloses a going concern qualification in the company's 2025 audit report.