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, 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.

(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)

N/A¹

(Address of principal executive offices)

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 6, 2025, the registrant had 10,636,135 shares of common stock outstanding.

¹ Effective as of July 1, 2024, the Company became a fully remote company. We do not maintain a principal executive office. For purposes of compliance with applicable requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, any stockholder communication required to be sent to the Company’s principal executive offices may be directed to 505 Montgomery Street, 10th Floor, San Francisco, California 94111, or by email to auditcommittee@gtbiopharma.com.

GT BIOPHARMA, INC.

FORM 10-Q

For the Nine Months Ended September 30, 2025

Table of Contents

		Page
PART I FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	3
	Condensed Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (Unaudited)	4
	Condensed Statements of Stockholders’ Equity (Deficit) and Mezzanine Equity for the three and nine months ended September 30, 2025 and 2024 (Unaudited)	5
	Condensed Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (Unaudited)	7
	Notes to Unaudited Condensed Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30

PART II OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	33

SIGNATURES		35

GT BIOPHARMA, INC.

Condensed Balance Sheets

	September 30, 2025			December 31, 2024
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	2,528,000		$	3,951,000
Restricted cash		93,000			93,000
Deferred offering costs		760,000			—
Prepaid expenses and other current assets		940,000			188,000
TOTAL ASSETS	$	4,321,000		$	4,232,000

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	769,000		$	3,853,000
Accrued expenses		400,000			1,797,000
Dividend payable		144,000			—
Warrant liability		8,000			252,000
Total Current Liabilities		1,321,000			5,902,000


Stockholders’ Equity (Deficit)
Convertible Preferred stock, par value $0.01, 15,000,000 shares authorized: Series C - 96,230 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		1,000			1,000
Series L - 4,912 and 0 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		—			—
Preferred stock value		-			-
Common stock, par value $0.001, 250,000,000 shares authorized, 6,051,874 and 2,234,328 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		6,000			2,000
Additional paid in capital		703,772,000			693,554,000
Accumulated deficit		(700,779,000	)		(695,227,000	)
Total Stockholders’ Equity (Deficit)		3,000,000			(1,670,000	)
TOTAL LIABILITIES AND STOCKHOLDERS’ (EQUITY) DEFICIT	$	4,321,000		$	4,232,000

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

GT BIOPHARMA, INC.

Condensed Statements of Operations

	2025			2024			2025			2024
	The Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
	2025			2024			2025			2024
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Revenues	$	—		$	—		$	—		$	—

Operating Expenses:
Research and development	$	634,000		$	1,307,000		$	2,096,000		$	3,868,000

Selling, general and administrative (including $379,000 and $0 of stock compensation for the three months ended September 30, 2025 and 2024, respectively, and $386,000 and $222,000 of stock compensation for the nine months ended September 30, 2025 and 2024, respectively)		2,748,000			2,297,000			4,731,000			6,733,000

Loss from Operations		(3,382,000	)		(3,604,000	)		(6,827,000	)		(10,601,000	)

Other Income (Expense)
Interest income		36,000			96,000			106,000			343,000
Change in fair value of warrant liability		232,000			95,000			244,000			870,000
Gain on settlement of vendor payable		—			—			998,000			—
Other income		—			—			156,000			—
Unrealized gain on short-term investments		—			2,000			—			1,000
Total Other Income (Expense), Net		268,000			193,000			1,504,000			1,214,000

Net Loss		(3,114,000	)		(3,411,000	)		(5,323,000	)		(9,387,000	)

Dividends on preferred stock		(144,000	)		—			(229,000	)		—

Net Loss attributable to common stockholders’	$	(3,258,000	)	$	(3,411,000	)	$	(5,552,000	)	$	(9,387,000	)

Net Loss Per Share - Basic and Diluted	$	(0.83	)	$	(1.53	)	$	(1.84	)	$	(5.28	)

Weighted average common shares outstanding - basic and diluted		3,940,714			2,234,328			3,025,033			1,777,313

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

GT BIOPHARMA, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) and MEZZANINE EQUITY

For The Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited):


	Series C Preferred Shares				Series L Preferred Shares					Common Shares				Additional Paid in			Accumulated			Total Shareholders’ Equity			Mezzanine Equity Series L Preferred Shares
	Shares		Amount		Shares			Amount		Shares		Amount		Capital			Deficit			(Deficit)			Shares			Amount

Balance, June 30, 2025		96,230	$	1,000		-		$	-		3,272,995	$	3,000	$	700,378,000		$	(697,521,000	)	$	2,861,000			6,301		$	1,956,000
Mezzanine equity reclassification		-		-		6,301			-		-		-		1,956,000			-			1,956,000			(6,301	)		(1,956,000	)
Series L convertible preferred stock issued for cash, net		-		-		1,222			-		-		-		1,062,000			-			1,062,000			-			-
Conversion of Series L convertible preferred stock into common stock		-		-		(2,611	)		-		2,778,852		3,000		(3,000	)		-			-			-			-
Dividend on Series L convertible preferred stock		-		-		-			-		-		-		-			(144,000	)		(144,000	)		-			-
Fair value of vested stock options		-		-		-			-		-		-		379,000			-			379,000			-			-
Net loss		-		-		-			-		-		-		-			(3,114,000	)		(3,114,000	)		-			-
Balance, September 30, 2025		96,230	$	1,000		4,912		$	-		6,051,847	$	6,000	$	703,772,000		$	(700,779,000	)	$	3,000,000			-		$	-

	Series C Preferred Shares				Series L Preferred Shares					Common Shares				Additional Paid in			Accumulated			Total Shareholders’ Equity			Mezzanine Equity Series L Preferred Shares
	Shares		Amount		Shares			Amount		Shares		Amount		Capital			Deficit			(Deficit)			Shares		Amount

Balance, December 31, 2024		96,230	$	1,000		-		$	-		2,234,328	$	2,000	$	693,554,000		$	(695,227,000	)	$	(1,670,000	)		-		-
Exercise of warrants for cash and inducement warrants, net		-		-		-			-		537,069		1,000		1,051,000			-			1,052,000			-		-
Series L convertible preferred stock and warrants issued for cash, net		-		-		7,833			-		-		-		6,503,000			-			6,503,000			-		-
Conversion of Series L convertible preferred stock into common stock		-		-		(2,921	)		-		2,930,450		3,000		(3,000	)		-			-			-		-
Issuance of prefunded warrants in settlement of vendor payable		-		-		-			-		-		-		847,000			-			847,000			-		-
Issuance and exercise of prefunded warrants for ELOC fee		-		-		-			-		300,000		-		672,000			-			672,000			-		-
Issuance of common stock and warrants for services		-		-		-			-		50,000		-		718,000			-			718,000			-		-
Issuance of warrants for VRT waiver		-		-		-			-		-		-		44,000			-			44,000			-		-
Dividend on Series L convertible preferred stock		-		-		-			-		-		-		-			(229,000	)		(229,000	)		-		-
Fair value of vested stock options		-		-		-			-		-		-		386,000			-			386,000			-		-
Net loss		-		-		-			-		-		-		-			(5,323,000	)		(5,323,000	)		-		-
Balance, September 30, 2025		96,230	$	1,000		4,912		$	-		6,051,847	$	6,000	$	703,772,000		$	(700,779,000	)	$	3,000,000			-		-

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

GT BIOPHARMA, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

For The Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited):


	Series C Preferred Shares				Common Shares				Additional Paid in		Accumulated			Total Shareholders’			Mezzanine Equity Series L Preferred Shares
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity			Shares		Amount

Balance, June 30, 2024		96,230	$	1,000		2,234,348	$	2,000	$	693,546,000	$	(688,041,000	)	$	5,508,000			-		-
Issuance of common stock and warrants for cash, net		-		-		-		-		-		-			-			-		-
Cancellation of common stock previously issued to prior CFO		-		-		-		-		-		-			-			-		-
Issuance of common stock in settlement of vendor payable		-		-		-		-		-		-			-			-		-
Fair value of vested stock options		-		-		-		-		-		-			-			-		-
Net loss		-		-		-		-		-		(3,411,000	)		(3,411,000	)				-
Balance, September 30, 2024		96,230	$	1,000		2,234,348	$	2,000	$	693,546,000	$	(691,452,000	)	$	2,097,000			-		-

	Series C Preferred Shares				Common Shares					Additional Paid in		Accumulated			Total Shareholders’			Mezzanine Equity Series L Preferred Shares
	Shares		Amount		Shares			Amount		Capital		Deficit			Equity			Shares		Amount

Balance, December 31, 2023		96,230	$	1,000		1,380,653		$	1,000	$	689,539,000	$	(682,065,000	)	$	7,476,000			-		-
Balance		96,230	$	1,000		1,380,653		$	1,000	$	689,539,000	$	(682,065,000	)	$	7,476,000			-		-
Issuance of common stock and warrants for cash, net		-		-		740,000			1,000		2,975,000		-			2,976,000			-		-
Cancellation of common stock previously issued to prior CFO		-		-		(13,902	)		-		-		-			-			-		-
Issuance of common stock in settlement of vendor payable		-		-		127,597			-		810,000		-			810,000			-		-
Fair value of vested stock options		-		-		-			-		222,000		-			222,000			-		-
Net loss		-		-		-			-		-		(9,387,000	)		(9,387,000	)		-		-
Balance, September 30, 2024		96,230	$	1,000		2,234,348		$	2,000	$	693,546,000	$	(691,452,000	)	$	2,097,000			-		-
Balance		96,230	$	1,000		2,234,348		$	2,000	$	693,546,000	$	(691,452,000	)	$	2,097,000			-		-

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

GT BIOPHARMA, INC.

Condensed Statements of Cash Flows


	For The Nine Months Ended
	September 30,
	2025			2024
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(5,323,000	)	$	(9,387,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		386,000			222,000
Issuance of warrants for VRT waiver		44,000			—
Change in fair value of warrant liability		(244,000	)		(870,000	)
Gain on settlement of debt		(998,000	)		—

SEC Form 10-Q filed by GT Biopharma Inc.