gtbp_10qa.htm

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 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)

9350 Wilshire Blvd. Suite 203

Beverly Hills, CA 90212

(Address of principal executive offices and zip code)

(800) 304-9888

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

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 August 15, 2021, the issuer had 30,482,193 shares of common stock outstanding.

EXPLANATORY NOTE

We are filing this Amendment 1 to the Quarterly Report on 10Q for the Quarter Ended June 30, 2021 of GT Biopharma, Inc. (“the Original Form 10Q”), as filed with the Securities and Exchange Commission on August 23, 2021 to properly reflect the prior comparative period restatements that have previously been reported. The Original Form 10Q, as amended, reads in its entirety as set forth below.

Table of Contents

GT Biopharma, Inc. and Subsidiaries

FORM 10-Q

For the Quarter Ended June 30, 2021

Table of Contents

PART I FINANCIAL INFORMATION		Page

Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020		4
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2021 and 2020 (unaudited)		5
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited)		6
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020 (unaudited)		7
	Condensed Notes to Consolidated Financial Statements		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		26
Item 4.	Controls and Procedures		26
PART II OTHER INFORMATION
Item 1.	Legal Proceedings		27
Item 1A.	Risk Factors		27
Item 2.	Unregistered Sales of Securities and Use of Proceeds		27
Item 5.	Other Information		27
Item 6.	Exhibits		28
SIGNATURES			29

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GT BIOPHARMA, INC AND SUBSIDIARIES
Condensed Consolidated Balance Sheets

	June 30,			December 31,
	2021			2020
ASSETS:	(unaudited)
Current assets
Cash and cash equivalents	$	39,505,000		$	5,297,000
Prepaid expenses		62,000			364,000
Total Current Assets	$	39,567,000		$	5,661,000

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
Accounts payable	$	1,497,000		$	2,243,000
Accrued expenses		906,000			1,296,000
Accrued interest		-			4,838,000
Convertible notes payable (net of discount of $4,519,000 at December 31, 2020)		-			26,303,000
Line of Credit		31,000			31,000
Derivative liability		842,000			383,000
Total current liabilities		3,276,000			35,094,000

Stockholders' Equity (Deficit):

Convertible Preferred stock, par value $0.01, 15,000,000 shares authorized:
Series C - 96,230 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		1,000			1,000
Series J-1 - 0 and 2,353,548 shares issued and outstanding at June 30, 2021 and December 31, 2020 , respectively		-			2,000
Series K- none issued and outstanding at June 30, 2021 and December 31, 2020 , respectively		-			-
Common stock, par value $0.001, 2,000,000,000 shares authorized, 28,144,077 and 5,218,122 shares issued and outstanding as of June 30, 2021 and December 31, 2020 , respectively		28,000			5,000
Common stock issuable, 3,152,000 shares at June 30, 2021		10,716,000			-
Additional paid in capital		655,655,000			566,356,000
Accumulated deficit		(629,940,000	)		(595,628,000	)
Non Controlling Interest		(169,000	)		(169,000	)
Total stockholders' equity (deficit)		36,291,000			(29,433,000	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	39,567,000		$	5,661,000

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

Table of Contents

GT BIOPHARMA, INC AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)

	For the Three Months ended						For the Six Months ended
	June 30,						June 30,
	2021			2020			2021			2020
	(unaudited)			(unaudited) (as restated)			(unaudited)			(unaudited) (as restated)
Revenues	$	-		$	-		$	-		$	-

Operating Expenses:
Research and development		639,000			12,000			2,279,000			336,000
Selling, general and administrative (including $577,000 and $14,873,000 of stock compensation to officers and directors in 2021 during the three and six months ended June 30, 2021)		3,742,000			1,546,000			31,104,000			2,292,000

Loss from Operations		4,381,000			1,558,000			33,383,000			2,628,000

Other Expense
Change in fair value of derivative liability		480,000			-			459,000			-
Settlement expense		-			11,206,000			-			11,206,000
Interest expense		-			4,658,000			696,000			5,296,000
Total Other Expense, net		480,000			15,864,000			1,155,000			16,502,000

Net Loss	$	(4,861,000	)	$	(17,422,000	)	$	(34,538,000	)	$	(19,130,000	)

Net loss per share
Basic and diluted	$	(0.15	)	$	(4.12	)	$	(1.39	)	$	(4.58	)

Weighted average common shares outstanding
Basic and diluted		33,516,428			4,229,408			24,925,908			4,175,211

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

Table of Contents

GT BIOPHARMA, INC AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (unaudited)

For the six months ended June 30, 2021 and 2020

	Preferred Shares						Common Shares				Common Shares Issuable						Additional Paid in			Accumulated			Non Controlling
	Shares			Amount			Shares		Amount		Shares			Amount			Capital			Deficit			Interest			Total
Balance, December 31, 2020		2,449,778		$	3,000			5,218,122	$	5,000		-		$	-		$	566,356,000		$	(595,628,000	)	$	(169,000	)	$	(29,433,000	)

Extinguishment of debt discount upon adoption of ASU 2020-06		-			-			-		-		-			-			(4,745,000	)		226,000			-			(4,519,000	)

Conversion of Preferred Series J to common stock		(2,353,548	)		(2,000	)		692,220		1,000		-			-			1,000			-			-			-

Common shares issued upon mandatory conversion of notes payable and accrued interest		-			-			8,261,809		8,000		3,152,000			10,716,000			28,075,000			-			-			38,799,000

Common shares issued upon exercise of warrants		-			-			3,047,818		3,000		-			-			16,293,000			-			-			16,296,000

Issuance of common stock in public offering, net of cost		-			-			4,945,000		5,000		-			-			24,674,000			-			-			24,679,000

Issuance of common stock for research and development agreement		-			-			189,753		-		-			-			1,355,000			-			-			1,355,000

Issuance of common stock for services		-			-			2,050,060		2,000		-			-			8,777,000			-			-			8,779,000
																											-
Equity compensation to officers and board of directors		-			-			3,739,295		4,000		-			-			14,869,000			-			-			14,873,000
																											-
Net loss																					(34,538,000	)					(34,538,000	)

Balance, June 30, 2021		96,230		$	1,000			28,144,077	$	28,000		3,152,000		$	10,716,000		$	655,655,000		$	(629,940,000	)	$	(169,000	)	$	36,291,000

Balance, March 31, 2021		96,230		$	1,000			20,517,431	$	21,000		7,634,000		$	25,956,000.00		$	623,287,000		$	(625,079,000	)	$	(169,000	)	$	24,017,000

Common shares issued upon conversion of notes payable		-			-			4,482,487		4,000		(4,482,000	)		(15,240,000	)		15,232,000			-			-			(4,000	)

Common shares issued upon exercise of warrants		-			-			2,953,394		3,000		-			-			16,232,000			-			-			16,235,000

Issuance of common stock for services		-			-			92,286		-		-			-			327,000			-			-			327,000

Equity compensation to officers and board of directors		-			-			98,479		-		-			-			577,000			-			-			577,000
																											-
Net loss																					(4,861,000	)					(4,861,000	)

Balance, June 30, 2021		96,230		$	1,000			28,144,077	$	28,000		3,152,000		$	10,716,000		$	655,655,000		$	(629,940,000	)	$	(169,000	)	$	36,291,000

Balance, December 31, 2019		2,449,778		$	3,000			4,104,982	$	4,000		-		$	-		$	548,184,000		$	(567,332,000	)	$	(169,000	)	$	(19,310,000	)

Beneficial conversion feature of convertible notes		-			-			62,647		-		-			-			213,000			-			-			213,000

Issuance of common stock for settlement of litigation		-			-			205,882		-		-			-			29,000		$	-			-			29,000

Common shares issued upon conversion of notes payable		-			-			63,882		-		-			-			1,910,000			-			-			1,910,000

Equity compensation		-			-			-		-		-			-			146,000			-			-			146,000

Fair value of amended convertible notes and warrants		-			-			-		-		-			-			8,643,000			-			-			8,643,000

Net loss		-			-			-		-		-			-						(19,130,000	)		-			(19,130,000	)

Balance, June 30, 2020		2,449,778		$	3,000			4,437,394	$	4,000		-		$	-		$	559,125,000		$	(586,462,000	)	$	(169,000	)	$	(27,499,000	)

Balance, March 31, 2020		2,449,778		$	3,000			4,152,908	$	4,000		-		$	-		$	548,347,000		$	(569,040,000	)	$	(169,000	)	$	(20,855,000	)

Beneficial conversion feature of convertible notes		-			-			62,647		-		-			-			213,000			-			-			213,000

Issuance of common stock for settlement of litigation		-			-			205,882		-		-			-			29,000			-			-			29,000

Common shares issued upon conversion of notes payable		-			-			15,957		-		-			-			1,747,000			-			-			1,747,000

Equity compensation		-			-			-		-		-			-			146,000			-			-			146,000

Fair value of amended convertible notes and warrants		-			-			-		-		-			-			8,643,000			-			-			8,643,000

Net loss		-			-			-		-		-			-						(17,422,000	)		-			(17,422,000	)

Balance, June 30, 2020		2,449,778		$	3,000			4,437,394	$	4,000		-		$	-		$	559,125,000		$	(586,462,000	)	$	(169,000	)	$	(27,499,000	)

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

Table of Contents

GT BIOPHARMA, INC AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows

	For the Six Months Ended
	June 30,
	2021			2020
	(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(34,538,000	)	$	(19,130,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liability		459,000			-
Stock based compensation - consultants and research and development		10,134,000			-
Stock based compensation - officers and board of directors		14,873,000			147,000
Convertible notes payable issued for consulting services		720,000			-
Amortization of debt discount		-			1,000
Non-cash interest expense		-			3,955,000

SEC Form 10-Q/A filed by GT Biopharma Inc. (Amendment)