GTBP / GT Biopharma, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

GT Biopharma, Inc.
US ˙ NasdaqCM ˙ US36254L2097

Statistik Asas
LEI 549300HMPDDS7IM47Y18
CIK 109657
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to GT Biopharma, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
August 29, 2025 EX-10.1

AMENDMENT NO. 3 EMPLOYMENT AGREEMENT

Exhibit 10.1 AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT This Amendment No. 3 to the Employment Agreement (this “Amendment No. 3”) is entered into as of August 26, 2025, and is effective as of April 29, 2025, (the “Effective Date”) by and between GT Biopharma, Inc., a Delaware corporation (“Parent”) and Michael Breen (“Executive”). RECITALS A. Parent and Executive are parties to that certain employmen

August 29, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: August 26, 2025 (Date of earliest event reported) GT Biopharma, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: August 26, 2025 (Date of earliest event reported) GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (Commission File N

August 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025. ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number 001-40023 GT BIOPHARMA, INC. (Ex

August 14, 2025 EX-10.8

First Amendment to the Research Agreement, effective as of June 18, 2025, between the Company and the Regents of the University of Minnesota

Exhibit 10.8 FIRST AMENDMENT TO THE RESEARCH AGREEMENT THIS FIRST AMENDMENT is effective as of the June 18, 2025 (“First Amendment”) by and between Regents of the University of Minnesota (the “University”) and GT Biopharma, Inc. (the “Sponsor”). WHEREAS, the parties entered into a Research Agreement dated July 1, 2023 (the “Agreement”); and WHEREAS, the parties desire to amend the Agreement; NOW,

July 24, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) July 24, 2025 GT Biopharma, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) July 24, 2025 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (Commission File Num

July 3, 2025 424B3

54,423,826 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-287963 PROSPECTUS 54,423,826 Shares of Common Stock This prospectus relates to the offering from time to time by the selling stockholders named in this prospectus (the “Selling Stockholders”) of up to an aggregate 54,423,826 shares of our common stock, par value $0.001 per share (the “Common Stock”), consisting of (i) 14,561,913 shares of Commo

June 27, 2025 S-1/A

As filed with the Securities and Exchange Commission on June 27, 2025.

As filed with the Securities and Exchange Commission on June 27, 2025. Registration No. 333-287963 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GT BIOPHARMA, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 2834 94-1620407 (State or Other Jurisdiction of Incorporation

June 27, 2025 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) 333-287963 GT Biopharma, Inc.

June 11, 2025 EX-10.1

First Amendment to Common Shares Purchase Agreement, dated as of June 10, 2025, between the Company and the investors identified therein.

Exhibit 10.1 FIRST AMENDMENT TO COMMON SHARES PURCHASE AGREEMENT THIS FIRST AMENDMENT TO COMMON SHARES PURCHASE AGREEMENT (this “Amendment”), dated as of June 10, 2025, by and between Five Narrow Lane, L.P., a Delaware limited partnership And/or its assignee and Bristol Capital, LLC, a Delaware limited liability company and/or its assignee (each an “Investor” and together, the “Investors”), and GT

June 11, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only ☒ Definitive Proxy Statement (as permitted by Rule 14a-6(e)

June 11, 2025 S-1

As filed with the Securities and Exchange Commission on June 11, 2025.

As filed with the Securities and Exchange Commission on June 11, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GT BIOPHARMA, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 2834 94-1620407 (State or Other Jurisdiction of Incorporation or Organization) (Primary

June 11, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only ☐ Definitive Proxy Statement (as permitted by Rule 14a-6(e)

June 11, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) June 10, 2025 GT Biopharma, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) June 10, 2025 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 (Commission File Number) 94-162

June 11, 2025 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) GT Biopharma, Inc.

May 30, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only ☐ Definitive Proxy Statement (as permitted by Rule 14a-6(e)

May 27, 2025 EX-3.1

Certificate of Increase of the Designated Number of Shares of Series L 10% Convertible Preferred Stock, dated May 22, 2025

Exhibit 3.1 gt biopharma, Inc. CERTIFICATE OF INCREASE OF THE DESIGNATED NUMBER OF SHARES OF SERIES L 10% CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151(G) OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE GT Biopharma, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: FIRS

May 27, 2025 EX-10.1

First Amendment to Securities Purchase Agreement, dated as of May 21, 2025, between the Company and the purchasers identified therein.

Exhibit 10.1 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of May 21, 2025, is entered into among GT Biopharma, Inc., a Delaware corporation (the “Company”) and each Person identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Capi

May 27, 2025 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) May 21, 2025 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (Commission File Numb

May 27, 2025 EX-10.2

Joinder to Registration Rights Agreement, dated as of May 21, 2025, between the Company and the purchaser identified therein.

Exhibit 10.2 JOINDER TO REGISTRATION RIGHTS AGREEMENT The undersigned is executing and delivering this Joinder to the Registration Rights Agreement, dated as of May 12, 2025 (as amended, modified and waived from time to time, the “Registration Agreement”), among GT Biopharma, Inc., a Delaware corporation (the “Company”), and the other persons named as parties therein (including pursuant to other j

May 15, 2025 EX-4.6

Form of Prefunded Common Stock Purchase Warrant

Exhibit 4.6 PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK GT BIOPHARMA, INC. Warrant Shares: Original Issuance Date: May 15, 2025 THIS PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any

May 15, 2025 EX-10.2

Common Shares Purchase Agreement, dated as of May 14, 2025, between the Company and the investors identified therein.

Exhibit 10.2 COMMON SHARES PURCHASE AGREEMENT This COMMON SHARES PURCHASE AGREEMENT is made and entered into as of May 14, 2025 (this “Agreement”), by and between Five Narrow Lane, L.P., a Delaware limited partnership And/or its assignee and Bristol Capital, LLC, a Delaware limited liability company and/or its assignee (each an “Investor” and together, the “Investors”), and GT Biopharma, Inc. a De

May 15, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025. ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number 001-40023 GT BIOPHARMA, INC. (E

May 13, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) May 7, 2025 GT Biopharma, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) May 7, 2025 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 (Commission File Number) 94-16204

May 13, 2025 EX-4.2

Form of Vesting Warrant

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

May 13, 2025 EX-3.1

Certificate of Designation of Preferences, Rights and Limitations of Series L 10% Convertible Preferred Stock, dated May 12, 2025

Exhibit 3.1 gt biopharma, Inc. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF Series L 10% CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE Delaware GENERAL CORPORATION LAW The undersigned, Michael Breen and Alan Urban, do hereby certify that: 1. They are the Chief Executive Officer and Secretary, respectively, of GT Biopharma, Inc., a Delaware corporation (the “Cor

May 13, 2025 EX-4.1

Form of Common Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

May 13, 2025 EX-10.1

Securities Purchase Agreement, dated as of May 12, 2025, between the Company and the purchasers identified therein.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 12, 2025, between GT Biopharma, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set f

May 13, 2025 EX-10.3

Form of Voting Agreement

Exhibit 10.3 TO: The Purchasers of GT Biopharma, Inc., Series L 10% Convertible Preferred Stock and Warrants To Whom It May Concern: This letter will confirm my agreement to vote all shares of GT Biopharma, Inc. (“GTBP”) voting stock over which[ my affiliates and] I have voting control in favor of any resolution presented to the shareholders of GTBP to approve the issuance, in the aggregate, of mo

May 13, 2025 EX-10.4

Form of Lock-Up Agreement

Exhibit 10.4 LOCK-UP AGREEMENT May 12, 2025 GT Biopharma, Inc. Re: Securities Purchase Agreement, dated as of May 12, 2025 (the “Purchase Agreement”), between GT Biopharma, Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”) Ladies and Gentlemen: Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) sha

May 13, 2025 EX-10.2

Registration Rights Agreement, dated as of May 12, 2025, between the Company and the purchasers identified therein.

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 12, 2025, between GT Biopharma, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agree

May 13, 2025 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) May 12, 2025 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 (Commission File Number) 94-1620

May 5, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) April 29, 2025 GT Biopharma, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) April 29, 2025 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 (Commission File Number) 94-16

April 14, 2025 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001

April 14, 2025 EX-97.1

Compensation Recovery Policy of GT Biopharma, Inc., dated November 3, 2023. ++

Exhibit 97.1 GT BIOPHARMA, INC. COMPENSATION RECOVERY POLICY November 3, 2023 1. Introduction The Board of Directors (the “Board”) of GT Biopharma, Inc. (the “Company”) believes that it is in the best interests of the Company and its stockholders to adopt this Compensation Recovery Policy (the “Policy”), effective as of the date set forth above (the “Effective Date”), in accordance with the applic

April 4, 2025 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) March 31, 2025 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 (Commission File Number) 94-16

April 4, 2025 EX-4.1

Form of Prefunded Common Stock Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

March 14, 2025 424B3

625,283 Shares of Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-285618 625,283 Shares of Common Stock This prospectus relates to the resale, by the selling stockholders identified in this prospectus (the “Selling Stockholders”), or other disposition from time to time of (a) up to 302,069 shares of the common stock, par value $0.001 per share (“Common Stock”), of GT Biopharma, Inc., a Delaware cor

March 11, 2025 CORRESP

GT Biopharma, Inc.

GT Biopharma, Inc. March 11, 2025 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Daniel Crawford, Office of Life Sciences Re: GT Biopharma, Inc. Acceleration Request for Registration Statement on Form S-3 File No. 333-285618 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of

March 6, 2025 EX-FILING FEES

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) GT Biopharma, Inc.

March 6, 2025 EX-4.10

Form of Inducement Placement Agent Warrants

Exhibit 4.10 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

March 6, 2025 S-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GT BIOPHARMA, INC. (Exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on March 6, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GT BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 94-1620407 (State of other jurisdiction of (I.R.S. Employer incorporation or organizati

February 26, 2025 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) February 25, 2025 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (Commission File

February 26, 2025 EX-4.2

Form of Series B Inducement Warrant

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

February 26, 2025 EX-4.1

Form of Series A Inducement Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

February 26, 2025 EX-10.1

Form of Inducement Letter

Exhibit 10.1 gt biopharma, Inc. February 25, 2025 Holder of Common Stock Purchase Warrants Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: GT Biopharma, Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) the opportunity to receive new warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common

February 24, 2025 RW

* * *

February 24, 2025 VIA EDGAR U.S. Securities and Exchange Commission Office of Life Sciences 100 F Street, N.E Washington, D.C. 20549 Attn: Chris Edwards Re: GT Biopharma, Inc Registration Statement on Form S-1 Filed February 7, 2025 File No. 333- 284032 Ladies and Gentleman, Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), GT Biopharma, Inc, a Delaware corp

February 21, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40023 GT BIOPHARMA,

February 7, 2025 S-1/A

As filed with the Securities and Exchange Commission on February 7, 2025.

As filed with the Securities and Exchange Commission on February 7, 2025. Registration No. 333-284032 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GT BIOPHARMA, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 2834 94-1620407 (State or Other Jurisdiction of Incorporati

January 27, 2025 EX-4.35

Form of Common Warrant

Exhibit 4.35 COMMON STOCK PURCHASE WARRANT GT Biopharma, Inc. Warrant No.: [] Warrant Shares: [] Initial Exercise Date: [], 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereo

January 27, 2025 EX-99.2

GT Biopharma, Inc. Corporate Presentation as of January 27, 2025

Exhibit 99.2

January 27, 2025 EX-4.37

Form of Placement Agent Warrant

Exhibit 4.37 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT GT Biopharma, Inc. Warrant No.: [] Warrant Shares: [] Initial Exercise Date: [], 2025 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any

January 27, 2025 EX-10.52

Form of Placement Agency Agreement

Exhibit 10.52 PLACEMENT AGENCY AGREEMENT [], 2025 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), GT Biopharma, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $[] of registered securities of the Company consisting of [] s

January 27, 2025 EX-4.36

Form of Pre-Funded Warrant

Exhibit 4.36 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GT Biopharma, Inc. Warrant No.: [] Warrant Shares: [] Initial Exercise Date: [], 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on o

January 27, 2025 EX-99.1

GT Biopharma Announces First Patient Dosed in Phase 1 Trial of GTB-3650, Second-Generation TriKE for the Treatment of Hematologic Malignancies

Exhibit 99.1 GT Biopharma Announces First Patient Dosed in Phase 1 Trial of GTB-3650, Second-Generation TriKE for the Treatment of Hematologic Malignancies ● Initial data from the Phase 1 trial expected in 2025 SAN FRANCISCO, CALIFORNIA, January 27, 2025 /Globe newswire/ — GT Biopharma, Inc. (the “Company”) (NASDAQ: GTBP), a clinical stage immuno-oncology company focused on developing innovative t

January 27, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) GT Biopharma, Inc.

January 27, 2025 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) January 27, 2025 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 (Commission File Number) 94-

January 27, 2025 EX-10.51

Form of Securities Purchase Agreement

Exhibit 10.51 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2025, between GT Biopharma, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth

January 27, 2025 S-1/A

As filed with the Securities and Exchange Commission on January 27, 2025.

As filed with the Securities and Exchange Commission on January 27, 2025. Registration No. 333-284032 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GT BIOPHARMA, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 2834 94-1620407 (State or Other Jurisdiction of Incorporati

December 23, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) GT Biopharma, Inc.

December 23, 2024 S-1

As filed with the Securities and Exchange Commission on December 23, 2024.

As filed with the Securities and Exchange Commission on December 23, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GT BIOPHARMA, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 2834 94-1620407 (State or Other Jurisdiction of Incorporation or Organization) (Pri

November 27, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) November 21, 2024 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (Commission File

November 21, 2024 EX-10.1

Investigator Initiated Clinical Trial Agreement

EXHIBIT 10.1 Investigator Initiated Clinical Trial Agreement THIS INVESTIGATOR INITIATED CLINICAL TRIAL AGREEMENT (this “Agreement”) is entered into effective as of the date of last signature (the “Effective Date”) by and between Regents of the University of Minnesota (the “University”), a public educational institution and a Minnesota constitutional corporation, and GT Biopharma, Inc. (the “Compa

November 21, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) November 18, 2024 GT Biopharma, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) November 18, 2024 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (Commission File

November 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024. ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number 001-40023 GT BIOPHARMA, INC

September 16, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) September 16, 2024 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 (Commission File Number) 9

August 14, 2024 EX-10.2

Amended and Restated Exclusive Patent License Agreement with the Regents of the University of Minnesota, dated May 13, 2024

Exhibit 10.2

August 14, 2024 EX-10.3

Sponsored Research Agreement with the Regents of the University of Minnesota dated May 20, 2024

Exhibit 10.3

August 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024. ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number 001-40023 GT BIOPHARMA, INC. (Ex

July 2, 2024 424B3

740,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-280326 PROSPECTUS 740,000 Shares of Common Stock This prospectus relates to the resale, by the Selling Shareholders identified in this prospectus, or other disposition from time to time of up to 740,000 shares of common stock, par value $0.001 per share (the “Common Stock”), of GT Biopharma, Inc., a Delaware corporation (the “Company”), issuabl

June 27, 2024 CORRESP

GT Biopharma, Inc. 8000 Marina Blvd, Suite 100 Brisbane, CA 94005

GT Biopharma, Inc. 8000 Marina Blvd, Suite 100 Brisbane, CA 94005 June 27, 2024 Via EDGAR Submission U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Tim Buchmiller Re: GT Biopharma, Inc. Registration Statement on Form S-1 File No. 333-280326 CIK: 109657 Ladies and Gentlemen: Pursuant to R

June 27, 2024 S-1/A

As filed with the Securities and Exchange Commission on June 27, 2024

As filed with the Securities and Exchange Commission on June 27, 2024 Registration No.

June 27, 2024 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) June 27, 2024 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 (Commission File Number) 94-162

June 27, 2024 EX-99.1

GT Biopharma Announces FDA Clearance of Investigational New Drug (IND) Application for GTB-3650, an NK Cell Engager for Treatment of CD33+ Leukemia

Exhibit 99.1 GT Biopharma Announces FDA Clearance of Investigational New Drug (IND) Application for GTB-3650, an NK Cell Engager for Treatment of CD33+ Leukemia ● GTB-3650 Phase 1 trial initiation expected in H2 2024; initial clinical data expected in H1 2025 ● GTB-5550 TriKE® IND submission for treatment of B7H3 positive solid tumors expected in Q1 2025 ● GTB-5550 Phase 1 dose escalation basket t

June 26, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) June 25, 2024 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (Commission File Num

June 20, 2024 EX-23.11

Consent of Weinberg & Company

Exhibit 23.11 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the foregoing Registration Statement on Form S-1 (File No. 333- ) of our report dated March 26, 2024, relating to the consolidated financial statements of GT Biopharma, Inc. and Subsidiaries as of December 31, 2023 and 2022 which appear in GT Biopharma, Inc.’s Annual Report

June 20, 2024 S-1

As filed with the Securities and Exchange Commission on June 18, 2024

As filed with the Securities and Exchange Commission on June 18, 2024 Registration No.

June 20, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) GT Biopharma, Inc.

June 17, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

June 7, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) June 3, 2024 GT Biopharma, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) June 3, 2024 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (Commission File Numb

June 7, 2024 EX-10.1

Employment Agreement between the Company and Alan Urban, dated as of June 7, 2024

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of June 7th, 2024, by and between GT Biopharma, Inc. (the “Company”), and Alan Urban (“Employee”). This Agreement may sometimes refer to the Company or Employee singularly as a “Party” or collectively as the “Parties.” Article I. EMPLOYMENT and duties 1.1 Commencement of Employment. The Company ag

May 23, 2024 EX-10.1

Form of Securities Purchase Agreement, dated May 21, 2024

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 20, 2024, between GT Biopharma, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fo

May 23, 2024 EX-99.1

GT Biopharma, Inc. Announces $3.2 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules

Exhibit 99.1 GT Biopharma, Inc. Announces $3.2 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules BRISBANE, CALIFORNIA, May 21, 2024 (GLOBE NEWSWIRE) – GT Biopharma, Inc. (NASDAQ: GTBP) (the “Company”), today announced that it has entered into a definitive securities purchase agreements for the purchase and sale of 740,000 shares of the Company’s common stock at a purchase

May 23, 2024 EX-10.2

Form of Placement Agency Agreement, dated May 21, 2024

Exhibit 10.2 PLACEMENT AGENCY AGREEMENT May 21, 2024 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), GT Biopharma, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $3,219,000 of registered and unregistered securities of the

May 23, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2024 GT Biopharma, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2024 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40023 94-1620407 (State or other jurisdiction of incorporation or organization) (Co

May 23, 2024 424B5

740,000 Shares of Common Stock

As filed pursuant to Rule 424(b)(5) Registration No. 333-267870 PROSPECTUS SUPPLEMENT (To Prospectus dated October 20, 2022) 740,000 Shares of Common Stock We are offering 740,000 shares of our common stock, par value $0.001 per share, at a price of $4.35 per share, to certain investors pursuant to this prospectus supplement and the accompanying prospectus. In a concurrent private placement, we ar

May 23, 2024 EX-4.1

Form of Common Warrant

Exhibit 4.1 EXHIBIT A-1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFEC

May 23, 2024 SC 13G/A

GTBP / GT Biopharma, Inc. / BRISTOL INVESTMENT FUND LTD - AMENDMENT NO. 17 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 bristolsc13ga17-gt.htm AMENDMENT NO. 17 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 17)* GT Biopharma, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 36254L100 (CUSIP Number) Amy Wang, Esq. Bristol Capital Advisors, LLC 555 Marin Street, Suite 140, Thousan

May 15, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024. ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number 001-40023 GT BIOPHARMA, INC. (E

April 30, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) April 25, 2024 GT Biopharma, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) April 25, 2024 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (Commission File Nu

April 30, 2024 EX-10.1

Amendment No. 1 to Settlement and Investment Agreement, dated as of April 25, 2024, by and between GT Biopharma, Inc. and Cytovance Biologics, Inc.

Exhibit 10.1 AMENDMENT NO. 1 TO sETTLEMENT AND INVESTMENT AGREEMENT This Amendment No. 1 to Settlement and Investment Agreement (this “Amendment”) is entered into as of April 25, 2024 (the “Effective Date”), by and between GT Biopharma, Inc., a Delaware corporation (“GTBP”), and Cytovance Biologics, Inc., a Delaware Corporation (“Cytovance”). Capitalized terms used herein and not otherwise defined

April 29, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only ☐ Definitive Proxy Statement (as permitted by Rule 14a-6(e)

April 29, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only ☒ Definitive Proxy Statement (as permitted by Rule 14a-6(e)

March 26, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40023 GT BIOPHARMA,

March 26, 2024 EX-10.78

Amendment No. 2 to Services Agreement with Michael Breen, dated as of February 20, 2023.

Exhibit 10.78

March 26, 2024 EX-10.77

Amendment No. 1 to Employment Agreement with Michael Breen, dated as of June 17, 2022.

Exhibit 10.77

March 26, 2024 EX-10.81

Amendment No. 1 to Employment Agreement with Manu Ohri, dated as of February 17, 2023

Exhibit 10.81

February 14, 2024 SC 13G/A

GTBP / GT Biopharma, Inc. / ARMISTICE CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

February 1, 2024 EX-99.1

GT Biopharma, Inc. Announces 1-for-30 Reverse Stock Split

Exhibit 99.1 GT Biopharma, Inc. Announces 1-for-30 Reverse Stock Split BRISBANE, CALIFORNIA, February 1, 2024 (GLOBE NEWSWIRE) — GT Biopharma, Inc. (NASDAQ: GTBP) (the “Company”), a clinical stage immuno-oncology company focused on developing innovative therapeutics based on the Company’s proprietary natural killer (NK) cell engager, TriKE® platform, announced today that it will conduct a reverse

February 1, 2024 8-K

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) February 1, 2024 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (Commission (IRS

February 1, 2024 EX-3.1

Certificate of Amendment of Restated Certificate of Incorporation of GT Biopharma, Inc., effective February 1, 2024

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF GT BIOPHARMA, INC. GT Biopharma, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify: FIRST: That the Board of Directors of the Corporation duly adopted a resolution by the unanimous written consent of its membe

December 21, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) December 18, 2023 GT Biopharma, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) December 18, 2023 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 (Commission File Number) 94

December 4, 2023 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) December 4, 2023 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (Commission File

December 4, 2023 EX-99.1

GT Biopharma Announces IND Submission for GTB-3650 for Treatment of CD33+ Leukemia

Exhibit 99.1 GT Biopharma Announces IND Submission for GTB-3650 for Treatment of CD33+ Leukemia BRISBANE, CALIFORNIA, December 5, 2023 — GT Biopharma, Inc. (NASDAQ: GTBP), a clinical stage immuno-oncology company focused on developing innovative therapeutics based on the Company’s proprietary natural killer (NK) cell engager, TriKE® platform, today announced the submission of an Investigational Ne

November 6, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only ☐ Definitive Proxy Statement (as permitted b

November 6, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only ☒ Definitive Proxy Statement (as permitted b

November 6, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use ☐ Definitive Proxy Statement of the Commission Only ☒ Definitive Additional Materi

November 1, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023. ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number 001-40023 GT BIOPHARMA, INC

October 27, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only ☐ Definitive Proxy Statement (as permitted b

August 22, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) August 22, 2023 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 (Commission File Number) 94-1

August 7, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023. ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number 001-40023 GT BIOPHARMA, INC. (Ex

July 5, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) June 28, 2023 GT Biopharma, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) June 28, 2023 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (Commission File Num

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023. ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number 001-40023 GT BIOPHARMA, INC. (E

May 15, 2023 EX-3.2

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002*

EX-3.2 5 ex32-2.htm Exhibit 32.2 CERTIFICATION TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, I, Manu Ohri, Chief Financial Officer and Principal Accounting Officer of GT Biopharma, Inc. (the “Company”), hereby certify that, to the best of my knowledge: (i) the Quarterly Report on Form 10-Q of the Company

May 5, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 formdefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use ☐ Definitive Proxy Statement of the Commission Only ☒ De

May 5, 2023 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use ☒ Definitive Proxy Statement of the Commission Only ☐ Definitive

May 4, 2023 EX-99.1

GT Biopharma Names Charles J. Casamento to the Board of Directors

Exhibit 99.1 GT Biopharma Names Charles J. Casamento to the Board of Directors BRISBANE, CALIFORNIA, May 4, 2023 /PRNewswire/ — GT Biopharma, Inc. (the “Company”) (NASDAQ: GTBP), a clinical stage immuno-oncology company focused on developing innovative therapeutics based on the Company’s proprietary natural killer (NK) cell engager, TriKE® platform, has named Charles J. Casamento to fill a vacant

May 4, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) May 1, 2023 GT Biopharma, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) May 1, 2023 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 (Commission File Number) 94-16204

May 1, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 formdef14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use ☒ Definitive Proxy Statement of the Commission Only ☐ Def

March 30, 2023 EX-3.5

Certificate of Amendment to the Restated Certificate of Incorporation of GT Biopharma, Inc., effective June 13, 2022

Exhibit 3.5

March 30, 2023 EX-4.3

Description of the Registrant’s Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following is a summary of the material terms of our securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and is not intended to be a complete summary of the rights and preferences of such

March 30, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40023 GT BIOPHARMA,

February 28, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) February 22, 2023 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 (Commission File Number) 94

February 14, 2023 SC 13G

FR:GTBP / GT BIOPHARMA INC / ARMISTICE CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

January 4, 2023 EX-4.3

Form of Placement Agent Warrant

Exhibit 4.3 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT GT Biopharma, Inc. Warrant No.: Warrant Shares: Initial Exercise Date: July 4, 2023 Issue Date: January 4, 2023 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereina

January 4, 2023 EX-4.2

Form of Pre-Funded Warrant

EXHIBIT 4.2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GT Biopharma, Inc. Warrant No.: Warrant Shares: Initial Exercise Date: January , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or af

January 4, 2023 EX-99.1

GT Biopharma, Inc. Announces $6.5 Million Registered Direct Offering Priced At Premium To Market

Exhibit 99.1 GT Biopharma, Inc. Announces $6.5 Million Registered Direct Offering Priced At Premium To Market BRISBANE, CALIFORNIA, December 30, 2022 (GLOBE NEWSWIRE) — GT Biopharma, Inc. (the “Company” or “GTB”) (NASDAQ: GTBP), a clinical stage immuno-oncology company focused on developing innovative therapeutics based on the Company’s proprietary natural killer (NK) cell engager, TriKE® platform

January 4, 2023 EX-10.1

Form of Securities Purchase Agreement, dated December 2022, by and between GT Biopharma, Inc. and the purchasers named therein.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December , 2022, between GT Biopharma, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set

January 4, 2023 424B5

3,600,000 Shares of Common Stock Common Warrants to Purchase up to 6,500,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 2,900,000 Shares of Common Stock Placement Agent Warrants to Purchase up to 390,000 Shares of Common Stock (and

As filed pursuant to Rule 424(b)(5) Registration No. 333-267870 PROSPECTUS SUPPLEMENT (To Prospectus dated October 20, 2022) 3,600,000 Shares of Common Stock Common Warrants to Purchase up to 6,500,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 2,900,000 Shares of Common Stock Placement Agent Warrants to Purchase up to 390,000 Shares of Common Stock (and shares of common stock un

January 4, 2023 EX-4.1

Form of Common Warrant

EXHIBIT 4.1 COMMON STOCK PURCHASE WARRANT GT Biopharma, Inc. Warrant No.: Warrant Shares: Initial Exercise Date: July , 2023 Issue Date: January , 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or

January 4, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2022 GT Biopharma, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2022 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40023 94-1620407 (State or other jurisdiction of incorporation or organization

December 13, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) December 8, 2022 GT Biopharma, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) December 8, 2022 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (Commission File

November 9, 2022 EX-3.1

Amended and Restated Bylaws of GT Biopharma, Inc., effective November 3, 2022

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF GT BIOPHARMA, INC. (November 3, 2022) ARTICLE 1 CORPORATE OFFICES 1.1. Registered Office. The registered office of the corporation in the State of Delaware shall be fixed in the Certificate of Incorporation of the corporation. 1.2. Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as

November 9, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) November 3, 2022 GT Biopharma, Inc.

October 31, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022. ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number 001-40023 GT BIOPHARMA, INC

October 31, 2022 EX-10.1

Settlement and Investment Agreement dated August 24, 2022, by and between GT Biopharma, Inc. and Cytovance Biologics, Inc.

Exhibit 10.1

October 18, 2022 CORRESP

GT Biopharma, Inc. 8000 Marina Blvd, Suite 100 Brisbane, CA 94005

CORRESP 1 filename1.htm GT Biopharma, Inc. 8000 Marina Blvd, Suite 100 Brisbane, CA 94005 October 18, 2022 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Jimmy McNamara Re: GT Biopharma, Inc. Registration Statement on Form S-3 Filed on October 13, 2022 File No. 333-267870 Dear Mr. McNama

October 13, 2022 EX-FILING FEES

Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Tables Form S-3 (Form Type) GT Biopharma, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock,

October 13, 2022 S-3

As filed with the United States Securities and Exchange Commission on October 13, 2022

As filed with the United States Securities and Exchange Commission on October 13, 2022 Registration No.

October 12, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) October 10, 2022 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (Commission File

October 4, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) October 4, 2022 GT Biopharma, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) October 4, 2022 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (Commission File N

October 4, 2022 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) October 4, 2022 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (Commission File N

October 4, 2022 EX-99.1

GT Biopharma Announces Adjournment of Special Shareholders Meeting - Meeting adjourned to October 10, 2022 at 11 a.m. PST - GTB encourages all stockholders of record on August 8, 2022 who have not yet voted - to do so by 11:59 p.m. PST Time on Octobe

Exhibit 99.1 GT Biopharma Announces Adjournment of Special Shareholders Meeting - Meeting adjourned to October 10, 2022 at 11 a.m. PST - GTB encourages all stockholders of record on August 8, 2022 who have not yet voted - to do so by 11:59 p.m. PST Time on October 9, 2022 BRISBANE, CALIFORNIA, October 4, 2022 /PRNewswire/ ? GT Biopharma, Inc. (the ?Company? or ?GTB?) (NASDAQ: GTBP), a clinical sta

October 4, 2022 EX-99.1

Press Release issued October 4, 2022 entitled “GT Biopharma Announces Adjournment of Special Shareholders Meeting Due to Lack of Quorum”.

Exhibit 99.1 GT Biopharma Announces Adjournment of Special Shareholders Meeting - Meeting adjourned to October 10, 2022 at 11 a.m. PST - GTB encourages all stockholders of record on August 8, 2022 who have not yet voted - to do so by 11:59 p.m. PST Time on October 9, 2022 BRISBANE, CALIFORNIA, October 4, 2022 /PRNewswire/ ? GT Biopharma, Inc. (the ?Company? or ?GTB?) (NASDAQ: GTBP), a clinical sta

August 30, 2022 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) August 24, 2022 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (Commission File N

August 17, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use ? Definitive Proxy Statement of the Commission Only ? Definitive Additional Materi

August 17, 2022 8-K/A

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) June 8, 2022 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (

August 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022. ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number 001-40023 GT BIOPHARMA, INC. (Ex

July 25, 2022 S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GT BIOPHARMA, INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GT BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 94-1620407 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 8000 Marina Blvd., Suite. 100, Brisbane, CA (Address of Principal Exe

July 25, 2022 EX-FILING FEES

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) GT BIOPHARMA, INC.

June 14, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) June 8, 2022 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (Commission File Numb

June 10, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) June 9, 2022 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (Commission File Numb

May 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022. ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number 001-40023 GT BIOPHARMA, INC. (E

May 16, 2022 EX-10.2

Employment Agreement with Manu Ohri dated May 15, 2022

Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made and entered into by and among GT Biopharma, Inc. (?Parent?) and each of its subsidiaries (together with Parent, the ?Company?) and Manu Ohri (?Executive?) as of May 15, 2022 and is effective as of February 14, 2022 (the ?Effective Date?). WHEREAS, the Company is desirous of employing Executive, and Executive wish

May 16, 2022 EX-10.1

Board Service Agreement with Michael Breen dated November 11, 2020

Exhibit 10.1

April 29, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 fromdef14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only ☒ Definitive Proxy Statement (as p

April 19, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only ? Definitive Proxy Statement (as permitted by Rule 14a-6(e)

March 28, 2022 EX-10.73

Exclusive License Agreement with Regents of the University of Minnesota, dated March 26, 2021

Exhibit 10.73

March 28, 2022 EX-10.75

Sublease Agreement dated November, 2021, between Aimmune Therapeutics, Inc. (Sublandlord) and GT Biopharma, Inc. (Subtenant)

Exhibit 10.75

March 28, 2022 EX-10.76

Employment Agreement with Michael Breen, entered into as of December 31, 2021 with an effective date of November 8, 2021

Exhibit 10.76

March 28, 2022 EX-10.74

Research Agreement with Regents of the University of Minnesota, dated June 16, 2021.

Exhibit 10.74

March 28, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Commission File Number: 001-40023 GT BI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Commission File Number: 001-40023 GT BIOPHARMA, INC. (Exact name of Registrant as specified in its charter) Delaware 94-1620407 (State or other jurisdiction of incorporation or organization

March 8, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) March 2, 2022 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (Commission File Num

March 3, 2022 SC 13G/A

GTBP / GT Biopharma Inc / BRISTOL INVESTMENT FUND LTD - AMENDMENT NO. 16 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 16)* GT Biopharma, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 36254L100 (CUSIP Number) Amy Wang, Esq. Bristol Capital Advisors, LLC 662 N. Sepulveda Blvd., Suite 300, Los Angeles, CA 90049 (310) 331-8485 (Name, Address and Telephone Nu

February 18, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) February 14, 2022 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) 1-40023 Delaware 94-1620407 (Commission File Number) (State or other Jurisdiction of Incorp

January 28, 2022 SC 13G/A

GTBP / GT Biopharma Inc / BIGGER CAPITAL FUND L P Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 GT Biopharma, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 36254l209 (CUSIP Number) Decem

January 18, 2022 SC 13G/A

GTBP / GT Biopharma Inc / ALPHA CAPITAL ANSTALT - AMENDMENT NO. 6 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6) GT BIOPHARMA, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 36254L100 (CUSIP Number) December 31, 2021 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pursuant to which this Sch

December 29, 2021 CORRESP

15260 Ventura Boulevard, 20th Floor * Sherman Oaks, California 91403 office > 818.444.4500 * fax > 818.444.4520

Louis Wharton Partner Direct Voice 818.444.4509 Direct Fax 818.444.4509 E-Mail [email protected] December 29, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: GT Biopharma, Inc. Responses to Staff Comments of December 15, 2021 with respect to: Form 10-K for the period ended December 31, 2020 Filed April 16, 2021

December 29, 2021 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021. ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number 001-40023 GT

December 23, 2021 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) December 22, 2021 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (Commission File

December 21, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) December 15, 2021 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (Commission File

November 26, 2021 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) November 23, 2021 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (Commission File

November 10, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021. ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number 001-40023 GT BIOPHARMA, INC

November 1, 2021 EX-99.1

GT Biopharma, Inc. Corporate Presentation as of November 1, 2021.

EXHIBIT 99.1

November 1, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) November 1, 2021 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (Commission File

September 23, 2021 EX-99.2

GT Biopharma, Inc. Corporate Presentation as of September 20, 2021.

EXHIBIT 99.2

September 23, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) September 17, 2021 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (Commission Fil

September 23, 2021 EX-99.1

Dr. Jeffrey Miller Presentation as of September 17, 2021.

EXHIBIT 99.1

September 13, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) September 13, 2021 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 94-1620407 (Commission Fil

September 13, 2021 EX-99.1

GT Biopharma, Inc. Presentation as of September 10, 2021.

EXHIBIT 99.1

August 23, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021. ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number 001-40023 GT BIOPHARMA, INC. (Ex

August 17, 2021 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25

NT 10-Q 1 gtbpnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burdenhours per response. . .2.50 SEC File Number: 001-40023 CUSIP Number: 362541 209 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ N-CSR

May 19, 2021 EX-99.1

EX-99.1

Exhibit 99.1

May 19, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) May 19, 2021 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 (Commission File Number) 94-1620

May 17, 2021 EX-10.2

Amended and Restated Employment Agreement with Michael Handelman, dated April 23, 2021.

Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the ?Agreement?) is made and entered into by and among GT Biopharma, Inc. (?Parent?) and each of its subsidiaries (together with Parent, the ?Company?) and Michael Handelman (?Executive?) as of April 23, 2021 (the ?Effective Date?), and amends and restates that certain Employment Agreement among

May 17, 2021 EX-10.3

Amended and Restated Employment Agreement with Dr. Gregory Berk, dated April 23, 2021

Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made and entered into by and among GT Biopharma, Inc. (?Parent?) and each of its subsidiaries (together with Parent, the ?Company?) and Dr. Gregory Berk (?Executive?) as of April , 2021 (the ?Effective Date?). WHEREAS, the Company is desirous of employing Executive, and Executive wishes to be employed by the Company i

May 17, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021. ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number 001-40023 GT BIOPHARMA, INC. (E

May 17, 2021 EX-10.1

Amended and Restated Employment Agreement with Anthony Cataldo, dated April 23, 2021.

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the ?Agreement?) is made and entered into by and among GT Biopharma, Inc. (?Parent?) and each of its subsidiaries (together with Parent, the ?Company?) and Anthony J. Cataldo (?Executive?) as of April 23, 2021 (the ?Effective Date?), and amends and restates that certain Employment Agreement among

April 29, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) April 23, 2021 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-40023 (Commission File Number) 94-16

April 23, 2021 CORRESP

GT BIOPHARMA, INC. 9350 Wilshire Blvd. Suite 203 Beverly Hills, CA 90212

GT BIOPHARMA, INC. 9350 Wilshire Blvd. Suite 203 Beverly Hills, CA 90212 April 23, 2021 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Chris Edwards Re: GT Biopharma, Inc. Registration Statement on Form S-1 CIK No. 0000109657 SEC Registration No. 333-255429 Ladies and

April 22, 2021 POS AM

- POS AM

As filed with the Securities and Exchange Commission on April 22, 2021 Registration No.

April 22, 2021 S-1

Registration Statement - FORM S-1

As filed with the Securities and Exchange Commission on April 22, 2021 Registration No.

April 16, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 16)* GT Biopharma, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) Amy Wang

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 16)* GT Biopharma, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 36254L100 (CUSIP Number) Amy Wang, Esq. Bristol Capital Advisors, LLC 662 N. Sepulveda Blvd., Suite 300, Los Angeles, CA 90049 (310) 331-8485 (Name, Address and Telephone Nu

April 16, 2021 10-K

Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Commission File Number: 000-08092 GT BIOPHARMA, INC. (Exact name of Registrant as specified in its charter) Delaware 94-1620407 (State of incorporation or organization) (I.R.S. Employer Ide

April 16, 2021 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2021 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-08092 94-1620407 (State or other jurisdiction of incorporation or organization) (

April 16, 2021 EX-4.2

Certificate of Designation of Preferences, Rights and Limitations of Series K Preferred Stock of GT Biopharma, Inc., dated April 3, 2019

Exhibit 4.2 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES K PREFERRED STOCK OF GT BIOPHARMA, INC. GT BIOPHARMA, INC. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY that, pursuant to authority conferred upon the Board of Directors by the Restated Certificate of Incorporation of t

March 31, 2021 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form 10-D [] Form N-SAR [] N-CSR For Period Ended: December 31, 2020 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q [] Transition R

February 22, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2021 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 000-08092 (Commissi

February 18, 2021 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2021 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 000-08092 (Commissi

February 17, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 GT Biopharma, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 36254l209 (CUSIP Number) Februa

February 17, 2021 EX-99.1

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated February 17, 2021 with respect to the shares of Common Stock of GT Biopharma, Inc., and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the

February 17, 2021 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2021 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 000-08092 (Commissi

February 12, 2021 424B4

4,300,000 Units (Each Unit Consisting of One Share of Common Stock and One Common Warrant to Purchase One Share of Common Stock)

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-251311 4,300,000 Units (Each Unit Consisting of One Share of Common Stock and One Common Warrant to Purchase One Share of Common Stock) We are offering 4,300,000 units (the ?Units?), with each Unit consisting of (i) one share of common stock, par value $0.001 per share (the ?Common Stock?), of GT Biopharma, Inc., a Delaware corporati

February 11, 2021 EX-3.1

Certificate of Amendment to the Restated Certificate of Incorporation of GT Biopharma, Inc., effective as of February 10, 2021

Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION GT Biopharma, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify: FIRST: That the Board of Directors of the Corporation duly adopted a resolution by the unanimous written consent of its members proposing

February 11, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2021 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-08092 94-1620407 (State or other jurisdiction of incorporation or organization

February 10, 2021 S-1MEF

- S-1MEF

S-1MEF 1 gtbps1mef.htm S-1MEF As filed with the Securities and Exchange Commission on February 11, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GT BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 2834 94-1620407 State or other jurisdiction (Primary S

February 9, 2021 S-1/A

As filed with the Securities and Exchange Commission on February 8, 2021

As filed with the Securities and Exchange Commission on February 8, 2021 Registration No.

February 9, 2021 EX-10.2

SECURITIES PURCHASE AGREEMENT

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of, 2020, between GT Biopharma, Inc., a Delaware corporation and includes any successor Company thereto (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”). WHER

February 9, 2021 CORRESP

-

February 8, 2021 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation FinanceOffice of Life Sciences100 F Street, N.

February 9, 2021 EX-10.1

AMENDMENT TO CONVERTIBLE NOTE

Exhibit 10.1 AMENDMENT TO CONVERTIBLE NOTE This Amendment to Convertible Note (this “Amendment”) is entered into as of January 31, 2021 (the “Effective Date”), by and between GT Biopharma, Inc., a Delaware corporation (the “Borrower”) and Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (the “Holder” and together with the Borrower, the “Parties”) with respect to that certain Conve

February 9, 2021 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2020 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 000-08092 (Commissi

February 9, 2021 EX-10.3

CONVERTIBLE NOTE DUE [ ]

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

February 8, 2021 CORRESP

-

GT BIOPHARMA, INC. 9350 Wilshire Blvd. Suite 203 Beverly Hills, CA 90212 February 8, 2021 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tim Buchmiller Re: GT Biopharma, Inc. Registration Statement on Form S-1 CIK No. 0000109657 SEC Registration No. 333-251311 Ladies

February 8, 2021 8-A12B

Form 8A-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 GT BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 94-1620407 (I.R.S. Employer Identification Number

February 8, 2021 EX-10.69

Board Service Agreement with Rajesh Shrotriya, dated January 12, 2021.

Exhibit 10.69 BOARD SERVICE AGREEMENT GT Biopharma, Inc., (“GT” or the “Company”) appoints, as of January 13, 2021, Rajesh Shrotriya (“Director”) to its board of directors for an initial term of two years, and as may be extended under the Company’s bylaws. 1. Commencement Date. January 13, 2021 2. Initial Board Position. Director shall serve as a member of the board of directors of the Company. Di

February 8, 2021 EX-10.72

Form of Securities Purchase Agreement - December 2020 / January 2021 Notes

Exhibit 10.72 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of, 2020, between GT Biopharma, Inc., a Delaware corporation and includes any successor Company thereto (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”). WHE

February 8, 2021 EX-10.70

Board Service Agreement with Michael Breen, dated January 12, 2021.

Exhibit 10.70 BOARD SERVICE AGREEMENT GT Biopharma, Inc., (“GT” or the “Company”) appoints, as of January 13, 2021, Michael Breen (“Director”) to its board of directors for an initial term of two years, and as may be extended under the Company’s bylaws. 1. Commencement Date. January 13, 2021 2. Initial Board Position. Director shall serve as a member of the board of directors of the Company. Chair

February 8, 2021 EX-10.73

Form of December 2020 / January 2021 Note

Exhibit 10.73 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI

February 8, 2021 EX-10.71

Amendment to Settlement Note with Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B.

Exhibit 10.71 AMENDMENT TO CONVERTIBLE NOTE This Amendment to Convertible Note (this “Amendment”) is entered into as of January 31, 2021 (the “Effective Date”), by and between GT Biopharma, Inc., a Delaware corporation (the “Borrower”) and Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (the “Holder” and together with the Borrower, the “Parties”) with respect to that certain Conv

February 8, 2021 EX-1.1

_________ SHARES OF COMMON STOCK COMMON WARRANTS TO PURCHASE _____ SHARES OF COMMON STOCK ____ PRE-FUNDED WARRANTS GT BIOPHARMA, INC. UNDERWRITING AGREEMENT

Exhibit 1.1 SHARES OF COMMON STOCK COMMON WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND PRE-FUNDED WARRANTS GT BIOPHARMA, INC. UNDERWRITING AGREEMENT , 2021 ROTH CAPITAL PARTNERS, LLC As the Representative of the Several underwriters, if any, named in Schedule I hereto 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: The undersigned, GT BIOPHARMA, INC., a company incorporated

February 8, 2021 S-1/A

- AMENDMENT NO 2

As filed with the Securities and Exchange Commission on February 8, 2021 Registration No.

February 8, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 15)* GT Biopharma, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) Amy Wang

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 15)* GT Biopharma, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 36254L100 (CUSIP Number) Amy Wang, Esq. Bristol Capital Advisors, LLC 662 N. Sepulveda Blvd., Suite 300, Los Angeles, CA 90049 (310) 331-8485 (Name, Address and Telephone Nu

February 5, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) GT BIOPHARMA, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) (CUSIP Number) December

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) GT BIOPHARMA, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 36254L100 (CUSIP Number) December 31, 2020 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pursuant to which this Sch

February 2, 2021 EX-4.2

[FORM OF WARRANT] GT BIOPHARMA, INC. Warrant To Purchase Common Stock

Exhibit 4.2 [FORM OF WARRANT] GT BIOPHARMA, INC. Warrant To Purchase Common Stock CUSIP No.: Warrant No.: Number of Shares of Common Stock: Exercise Price Per Share: $ (as adjusted as provided herein, the “Exercise Price”) Date of Issuance: , 2021 (“Issuance Date”) Expiration Date: GT Biopharma, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideratio

February 2, 2021 EX-10.2

Form of Amendment to Convertible Note, dated January 31, 2021

Exhibit 10.2 AMENDMENT TO CONVERTIBLE NOTE This Amendment to Convertible Note (this “Amendment”) is entered into as of January [●], 2021 (the “Effective Date”), by and between GT Biopharma, Inc., a Delaware corporation (the “Borrower”) and [●] (the “Holder” and together with the Borrower, the “Parties”) with respect to that certain Convertible Note Due January 31, 2021, dated November 9, 2020, in

February 2, 2021 S-1/A

- AMENDMENT NO 1

As filed with the Securities and Exchange Commission on February 1, 2021 Registration No.

February 2, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2021 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 000-08092 (Commissio

February 2, 2021 EX-10.1

Form of Second Amendment and Extension of Standstill and Forbearance Agreement.

Exhibit 10.1 SECOND AMENDMENT AND EXTENSION OF STANDSTILL AND FORBEARANCE AGREEMENT This Second Amendment and Extension of Standstill and Forbearance Agreement (this “Agreement”) is entered into as of January 31, 2021, by and between GT Biopharma, Inc., a Delaware corporation (the “Company”), and [●] (the “Lender”), with respect to that certain Standstill and Forbearance Agreement, dated as of Jun

February 2, 2021 EX-4.3

[FORM OF PRE-FUNDED WARRANT] GT BIOPHARMA, INC. Pre-Funded Warrant To Purchase Common Stock

Exhibit 4.3 [FORM OF PRE-FUNDED WARRANT] GT BIOPHARMA, INC. Pre-Funded Warrant To Purchase Common Stock CUSIP No.: Warrant No.: Number of Shares of Common Stock: Exercise Price Per Share: $ (as adjusted as provided herein, the “Exercise Price”) Date of Issuance: , 2021 (“Issuance Date”) Expiration Date: GT Biopharma, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and

January 19, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2021 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 000-08092 (Commissio

January 14, 2021 DEF 14C

- PRIMARY DOCUMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commis

December 31, 2020 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2020 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 000-08092 (Commissi

December 31, 2020 EX-16.1

December 31, 2020

Exhibit 16.1 December 31, 2020 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on December 28, 2020, to be filed by our former client, GT Biopharma, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm. Very truly yours, /

December 30, 2020 PRE 14C

- PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commis

December 28, 2020 EX-10.2

Settlement Note, dated December 22, 2020, by GT Biopharma Inc. payable to Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B.

Exhibit 10.2 Original Issue Date: December 22, 2020 Principal Amount: $500,000 Original Conversion Price (subject to adjustment herein): $0.20 CONVERTIBLE NOTE DUE JANUARY 31, 2021 THIS CONVERTIBLE NOTE is a duly authorized and validly issued Note of GT BIOPHARMA, INC., a Delaware corporation, (“Borrower”), having its principal place of business at 9350 Wilshire Blvd, Suite 203, Beverly Hills, CA

December 28, 2020 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2020 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 000-08092 (Commissi

December 28, 2020 EX-10.1

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.

Exhibit 10.1 SETTLEMENT AGREEMENT This Settlement Agreement (the “Agreement”) is made and entered into by and among Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (“Alto B”), GT Biopharma Inc. (“GT Biopharma”), Anthony Cataldo (“Cataldo”) and Paul Kessler (“Kessler”). Alto B, GT Biopharma, Cataldo and Kessler are each referred to as a “Party” and, collectively, as “Parties.” WHE

December 23, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2020 GT Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 000-08092 (Commissi

December 23, 2020 EX-10.1

Form of Amendment to Convertible Note & Standstill Agreement

Exhibit 10.1 AMENDMENT TO CONVERTIBLE NOTE & STANDSTILL AGREEMENT This Amendment to Convertible Note & Standstill Agreement (this “Amendment”) is entered into as of December [●], 2020 (the “Effective Date”), by and between GT Biopharma, Inc., a Delaware corporation (the “Borrower”) and [●], a [●] (the “Holder” and together with the Borrower, the “Parties”) with respect to that certain Convertible

December 11, 2020 S-1

Form S-1

As filed with the Securities and Exchange Commission on December 11, 2020 Registration No.

November 19, 2020 424B3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Filed pursuant to Rule 424(b)(3) Registration No. 333-239858 PROSPECTUS SUPPLEMENT NO. 7 TO THE PROSPECTUS DATED JULY 31, 2020 GT BIOPHARMA, INC. This prospectus supplement no. 7 (the “Prospectus Supplement”) supplements information contained in the prospectus, dated July 28, 2020 (the “Prospectus”), relating to the resale by selling stockholders of up to 31,924,929 shares of common stock, par val

November 13, 2020 EX-10.20

Form of Settlement Note, dated November 9, 2020.

Exhibit 10.20 [FORM OF SETTLEMENT NOTE] NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PUR

November 13, 2020 EX-10.21

Steve Weldon Letter of Resignation, dated November 11, 2020

Exhibit 10.21 November 11, 2020 Anthony Cataldo GT Biopharma Inc. 9350 Wilshire Blvd., Suite 203 Beverly Hills, CA 990212 Mr. Cataldo: This letter is my notice of resignation as the Chief Financial Officer and Director of GT Biopharma, Inc. effective immediately. Sincerely, /s/ Steven Weldon Steven Weldon, MBA, CPA

November 13, 2020 EX-10.24

Consultant Agreement with Michael Handelman, dated November 13, 2020

Exhibit 10.24 CONSULTANT AGREEMENT This CONSULTANT AGREEMENT (the “Agreement”) is made and entered into as of November 13, 2020, by and among GT Biopharma, Inc. (the “Company”) and Michael Handelman (“Consultant,” and together with the Company, the “Parties”). WHEREAS, the Company wishes to engage the services of Consultant, and Consultant wishes to perform consulting services for the Company in a

November 13, 2020 EX-10.23

Board Service Agreement with Greg Berk, dated November 11, 2020

Exhibit 10.23 BOARD SERVICE AGREEMENT GT Biopharma, Inc., (“GT” or the “Company”) appoints, as of November 11, 2020, Gregory Berk (“Director”) to its board of directors for an initial term of two years, and as may be extended under the Company’s bylaws. 1. Commencement Date. November 11, 2020 2. Initial Board Position. Director shall serve as a member of the board of directors of the Company, Chai

November 13, 2020 EX-10.22

Board Service Agreement with Bruce Wendel, dated November 11, 2020

Exhibit 10.22 BOARD SERVICE AGREEMENT GT Biopharma, Inc., (“GT” or the “Company”) appoints, as of November 11, 2020, Bruce Wendel (“Director”) to its board of directors for an initial term of two years, and as may be extended under the Company’s bylaws. 1. Commencement Date. November 11, 2020 2. Initial Board Position. Director shall serve as a member of the board of directors of the Company, Chai

November 13, 2020 10-Q

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2020. ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number 0000-08092 GT BIOPHARMA, IN

November 13, 2020 EX-10.19

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.

Exhibit 10.19 SETTLEMENT AGREEMENT This Settlement Agreement (the “Agreement”) is made and entered into by and among Adam Kasower (“Kasower”), East Ventures, Inc., a British Virgin Islands company (“East Ventures”), SV Booth Investments III, LLC, a Delaware limited liability company ("SC Booth") and Theorem Group, LLC, a California limited liability company ("Theorem Group") (collectively, Kasower

November 9, 2020 424B3

PROSPECTUS SUPPLEMENT NO. 6 TO THE PROSPECTUS DATED JULY 31, 2020 GT BIOPHARMA, INC.

Filed pursuant to Rule 424(b)(3) Registration No. 333-239858 PROSPECTUS SUPPLEMENT NO. 6 TO THE PROSPECTUS DATED JULY 31, 2020 GT BIOPHARMA, INC. This prospectus supplement no. 6 (the “Prospectus Supplement”) supplements information contained in the prospectus, dated July 28, 2020 (the “Prospectus”), relating to the resale by selling stockholders of up to 31,924,929 shares of common stock, par val

November 9, 2020 EX-10.1

Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 6, 2020, between GT Biopharma, Inc., a Delaware corporation and includes any successor Company thereto (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchas

November 9, 2020 EX-4.1

Form of Secured Convertible Note

Exhibit 4.1 8NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

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