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.

(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 Number)

8000 Marina Blvd, Suite 100

Brisbane, CA 94005

(Address of principal executive offices and zip code)

415-919-4040

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of exchange on which registered
Common Stock, $0.001 par value per share		GTBP		Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 1, 2023, the registrant had 41,418,999 shares of common stock outstanding.

GT BIOPHARMA, INC. AND SUBSIDIARIES

FORM 10-Q

For the Nine Months Ended September 30, 2023

Table of Contents

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022	3
	Condensed Consolidated Statements of Operations for the Three Months and Nine Months ended September 30, 2023 and 2022 (Unaudited)	4
	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months and Nine Months ended September 30, 2023 and 2022 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2023 and 2022 (Unaudited)	7
	Condensed Notes to Consolidated Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	25
Item 4.	Controls and Procedures	25

PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	27
Item 6.	Exhibits	28

SIGNATURES		29

GT BIOPHARMA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except shares and par value)

	September 30,			December 31,
	2023			2022
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	2,648		$	5,672
Short-term investments		13,366			10,836
Prepaid expenses and other current assets		38			54
Total Current Assets		16,052			16,562

Operating lease right-of-use asset		87			165
Deposits		9			9
TOTAL ASSETS	$	16,148		$	16,736

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	3,970		$	3,140
Accrued expenses		1,028			1,669
Current operating lease liability		92			110
Total Current Liabilities		5,090			4,919

Non-current operating lease liability		-			64
Warrant liability		1,053			19
Total Liabilities		6,143			5,002

Stockholders’ Equity
Convertible Preferred stock, par value $0.01, 15,000,000 shares authorized Series C - 96,230 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		1			1
Common stock, par value $0.001, 250,000,000 shares authorized, 41,418,999 shares and 32,722,452
shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		42			33
Common stock, par value $0.001, 250,000,000 shares authorized, 41,418,999 shares and 32,722,452 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		42			33
Additional paid in capital		689,065			686,168
Accumulated deficit		(679,103	)		(674,468	)
Total Stockholders’ Equity		10,005			11,734
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	16,148		$	16,736

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

GT BIOPHARMA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	2023			2022			2023			2022
	For The Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2023			2022			2023			2022
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Revenues	$	-		$	-		$	-		$	-

Operating Expenses:
Research and development (including $0 and $201 expense from stock compensation granted to officers, directors and employees during the three months ended September 30, 2023 and 2022, and $13 and $327 for the nine months ended September 30, 2023 and 2022, respectively)		1,364			2,743			5,109			5,969

Selling, general and administrative (including $0.5 million and $2.7 million expense from stock compensation granted to officers, directors and employees during the three months ended September 30, 2023 and 2022, respectively and $1.8 million and $3.5 million for the nine months ended September 30, 2023 and 2022, respectively)		1,758			4,280			5,299			9,510

Loss from Operations		(3,122	)		(7,023	)		(10,408	)		(15,479	)

Other (Income) Expense
Interest income		(216	)		(107	)		(600	)		(151	)
Interest expense		-			-			213			-
Change in fair value of derivative liability		(485	)		(58	)		(4,796	)		(81	)
Gain on extinguishment of debt		-			-			(547	)		-
Unrealized (gain) loss on short term investments		(5	)		23			(43	)		53
Total Other (Income) Expense		(706	)		(142	)		(5,773	)		(179	)

Net Loss	$	(2,416	)	$	(6,881	)	$	(4,635	)	$	(15,300	)

Net Loss Per Share - Basic and Diluted	$	(0.06	)	$	(0.22	)	$	(0.12	)	$	(0.48	)

Weighted average common shares outstanding - basic and diluted		41,016,075			31,380,634			40,095,945			31,723,792

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SEC Form 10-Q filed by GT Biopharma Inc.