As filed with the Securities and Exchange Commission on June 18, 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) incorporation or organization Classification Code Number) Identification Number) Delaware 2834 94-1620407 State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer 8000 Marina Blvd., Suite 100 ...

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 price of $4.35 per share of common stock in a registered direct offering priced at-the-market under Nasdaq rules. In a concurrent private placement, the Company will issue warrants to purchase up to 740,000 shares of common stock. Th ...

Group 1 - GT Biopharma (NASDAQ:GTBP) stock is experiencing significant trading activity, with over 10.6 million shares changing hands, far exceeding its daily average of approximately 10,000 shares [1][2] - The company's market capitalization is reported at $4.308 million, categorizing it as a penny stock, which is characterized by low trading volume [2] - As of Monday morning, GTBP stock has surged by 143%, indicating a substantial increase in value [3] Group 2 - The rise in GTBP stock is occurring without any accompanying news, press releases, or analyst coverage, suggesting that the movement may not be based on fundamental developments [2][3] - The penny stock status of GTBP raises concerns about potential market manipulation, as such stocks can be susceptible to traders who artificially inflate prices before selling for profit [3]

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. (Exact name of registrant as specified in its charter) Delaware 94-1620407 (State or other ...

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, INC. (Exact name of Registrant as specified in its charter) | Delaware | 94-1620407 ...

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 ot ...

Financial Performance - The company recorded a net loss of $2.0 million for Q2 2023, an improvement compared to a net loss of $3.0 million in Q2 2022, representing a 33.3% reduction in losses[124] - Selling, General and Administrative (SG&A) expenses decreased to $1.5 million for Q2 2023, down from $1.9 million in Q2 2022, a reduction of 21.1%[118] - Interest income rose to $220,000 in Q2 2023 from $36,000 in Q2 2022, marking a significant increase due to higher interest rates[119] Research and Development - Research and Development (R&D) expenses increased to $2.1 million for Q2 2023, up from $1.1 million in Q2 2022, reflecting a 90.9% increase[117] - The company anticipates R&D expenses to range between $10.0 million and $12.0 million over the next twelve months[125] - GTB-3650, a next-generation TriKE product, is expected to file an Investigational New Drug (IND) application in the second half of 2023[113] - GTB-5550, targeting B7-H3 on advanced solid tumors, is advancing through preclinical studies with plans for an IND filing[114] Cash and Investments - Cash and cash equivalents were reported at $2.8 million, with short-term investments totaling $15.2 million as of June 30, 2023[126] - The company raised $6.5 million from an institutional investor by selling 3.6 million shares of common stock in January 2023[125] Future Outlook and Strategies - The company is evaluating strategies for future funding, including public offerings and partnerships with pharmaceutical companies[127] - Inflation has not had a material adverse impact on the company's business or operating results during the periods presented, but future inflationary pressures could increase operating costs and stress working capital resources[133] - The company has no off-balance sheet arrangements as of June 30, 2023[134] - The company qualifies as a smaller reporting company and is not required to provide information regarding market risk disclosures[135]

Financial Performance - The company recorded a net loss of $227,000 for Q1 2023, significantly improved from a loss of $5.4 million in Q1 2022 [118]. - Interest income increased to $164,000 in Q1 2023 from $8,000 in Q1 2022, reflecting higher interest rates offered by financial institutions [113]. - The company recorded a gain of $2.9 million from the change in fair value of warrant liability in Q1 2023, compared to a gain of $18,000 in Q1 2022 [115]. - A gain on extinguishment of debt of $533,000 was recorded in Q1 2023, resulting from share settlement of vendor accounts payable [116]. Expenses - Research and Development (R&D) expenses decreased to $1.7 million in Q1 2023 from $2.1 million in Q1 2022, a reduction of approximately 19% due to decreased in-house staff and consultant compensation [111]. - Selling, General and Administrative (S,G&A) expenses decreased to $2.0 million in Q1 2023 from $3.4 million in Q1 2022, a reduction of approximately 41% primarily due to lower stock-based compensation and professional fees [112]. Funding and Investments - The company raised $6.5 million from an institutional investor on January 4, 2023, by selling 3.6 million shares of common stock and pre-funded warrants [119]. - Cash and cash equivalents were reported at $2.0 million, with short-term investments of $17.9 million as of March 31, 2023, providing sufficient funding for operations for over twelve months [120]. Product Development - GTB-3650, a next-generation TriKE product, is anticipated to file an Investigational New Drug (IND) application in the second half of 2023, targeting relapsed/refractory Acute Myeloid Leukemia (AML) and high-risk Myelodysplastic Syndromes (MDS) [106]. - GTB-5550, targeting B7-H3 on advanced solid tumors, is advancing through preclinical studies with plans to file an IND and initiate a study thereafter [107].

PART I [Item 1. Business](index=5&type=section&id=Item%201.%20Business) GT Biopharma is a clinical-stage biopharmaceutical company developing immuno-oncology products via its TriKE platform, targeting hematologic malignancies and solid tumors, with key candidates GTB-3650 and GTB-5550 - The company's core technology is the **Tri-specific Killer Engager (TriKE) platform**, which creates fusion proteins to engage a patient's NK cells and direct them to kill specific cancer or virus-infected cells[14](index=14&type=chunk) - The first-generation product, **GTB-3550**, has completed its Phase 1 trial and is being replaced by a more potent, next-generation camelid nanobody TriKE, **GTB-3650**, for treating **Acute Myeloid Leukemia (AML)** and **Myelodysplastic Syndromes (MDS)**[35](index=35&type=chunk)[39](index=39&type=chunk) - The product pipeline includes **GTB-3650** (targeting CD33 for **AML/MDS**) with an anticipated **IND filing in H1 2023**, and **GTB-5550** (targeting **B7-H3** for **solid tumors**) with an anticipated **IND filing in late H2 2023**[44](index=44&type=chunk)[45](index=45&type=chunk) - The company operates without its own manufacturing facilities, relying on **third-party contract manufacturers** for the production of its product candidates for clinical and potential commercial needs[48](index=48&type=chunk) License Agreements with University of Minnesota (UofMN) | Agreement | Key Terms | | :--- | :--- | | **2016 Exclusive License** | Upfront payment of $200,000, annual maintenance fees of $100,000 (starting 2021), 4% royalties, and up to $9.1 million in milestone payments | | **2021 B7H3 TriKE License** | Upfront fee of $20,000, annual maintenance fees of $5,000 (starting 2022), 2.5%-5% royalties, and up to $9.1 million in milestone payments (non-duplicative of the 2016 agreement) | [Item 1A. Risk Factors](index=14&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including early development stage, substantial operating losses, capital needs, clinical trial uncertainties, regulatory hurdles, and Nasdaq delisting risk - **Financial Risks**: The company has a history of operating losses, reporting a **net loss of $20.9 million** for the year ended December 31, 2022, and an **accumulated deficit of $674.5 million**, expecting to incur future losses and requiring **substantial additional capital**[57](index=57&type=chunk)[60](index=60&type=chunk) - **Operational & Development Risks**: The business is at an **early stage** with **no products in late-stage clinical trials**, relying heavily on **third parties** for manufacturing and conducting clinical trials, which introduces risks of delays and lack of control[56](index=56&type=chunk)[126](index=126&type=chunk)[146](index=146&type=chunk) - **Regulatory Risks**: The company is subject to **extensive, costly, and time-consuming regulation** by the FDA and other authorities, with product candidates potentially causing **undesirable side effects** that could delay or prevent regulatory approval[105](index=105&type=chunk)[121](index=121&type=chunk) - **Intellectual Property Risks**: The business **depends on licenses from third parties**, such as the University of Minnesota, where failure to meet license obligations could result in the **loss of rights to key technologies**[86](index=86&type=chunk) - **Market & Stock Risks**: The company's common stock has a **limited public market** and may be deemed a **'penny stock'**, making it a high-risk investment, and on February 22, 2023, it received a deficiency letter from **Nasdaq** for its stock price falling below the **$1.00 minimum bid requirement**[155](index=155&type=chunk)[159](index=159&type=chunk)[161](index=161&type=chunk) [Item 1B. Unresolved Staff Comments](index=40&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved comments from the SEC staff - The company has no unresolved comments from the SEC staff[168](index=168&type=chunk) [Item 2. Properties](index=40&type=section&id=Item%202.%20Properties) The company subleases 4,500 square feet of office space in Brisbane, CA, with the agreement expiring on June 30, 2024 - The company's principal executive offices are located in **Brisbane, CA**, under a sublease agreement expiring **June 30, 2024**[169](index=169&type=chunk) [Item 3. Legal Proceedings](index=40&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in legal matters including a convertible note holder demand, an arbitration claim against its former CFO, and previously settled disputes - In **March 2023**, the company received a demand letter from a **convertible note holder** alleging failure to deliver shares upon conversion and claiming liquidated damages[170](index=170&type=chunk) - The company has a pending **arbitration claim** against its **former CFO, Michael Handelman**, seeking monetary damages of approximately **$370,000** and the return of shares for alleged misappropriation[171](index=171&type=chunk) - A lawsuit with Jeffrey Lion and Daniel Vallera regarding a 2015 license agreement was settled for **$425,000**, paid on **March 4, 2022**[173](index=173&type=chunk) [Item 4. Mine Safety Disclosures](index=40&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable to the company[174](index=174&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=40&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on Nasdaq under 'GTBP', with 46 stockholders of record as of March 30, 2023, and no history or plans for dividend payments - The company's common stock is listed on the **Nasdaq Capital Market** under the ticker '**GTBP**'[175](index=175&type=chunk) - As of **March 30, 2023**, there were **46 stockholders of record**[177](index=177&type=chunk) - The company has **never paid dividends** and does not intend to pay them in the foreseeable future[179](index=179&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=42&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company's **net loss decreased to $20.9 million** in 2022 from $58.0 million in 2021, driven by lower SG&A expenses, with management projecting sufficient capital for the next 12 months [Results of Operations](index=47&type=section&id=Results%20of%20Operations) In 2022, R&D expenses decreased to **$8.8 million** and SG&A expenses significantly fell to **$12.4 million**, resulting in a **net loss of $20.9 million** compared to $58.0 million in 2021 Comparison of Operating Results (in millions) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Research and Development Expenses | $8.8 | $9.6 | | Selling, General and Administrative Expenses | $12.4 | $47.9 | | Loss from Operations | ($21.3) | ($57.5) | | Net Loss | ($20.9) | ($58.0) | - The **significant decrease in SG&A expenses** was mainly due to a reduction in payroll and stock compensation expenses of approximately **$27.0 million**, along with lower marketing, legal, and professional fees[212](index=212&type=chunk) [Liquidity and Capital Resources](index=48&type=section&id=Liquidity%20and%20Capital%20Resources) The company had an accumulated deficit of **$674.5 million** as of December 31, 2022, with **$16.5 million** in cash and investments, and raised **$6.5 million** in January 2023, sufficient for the next 12 months - The company had **$5.7 million** in cash and cash equivalents and **$10.8 million** in short-term investments as of December 31, 2022[184](index=184&type=chunk)[216](index=216&type=chunk) - An additional **$6.5 million** was raised on **January 4, 2023**, from an institutional investor through a sale of common stock and warrants[216](index=216&type=chunk)[396](index=396&type=chunk) - Management expects cash needs of approximately **$15.0 million** for the next twelve months and believes current funds are **sufficient to fund operations** for that period[216](index=216&type=chunk) [Significant Agreements](index=46&type=section&id=Significant%20Agreements) Key agreements include a **$2.1 million** research agreement with the University of Minnesota expiring June 2023, and a revised manufacturer agreement involving **$3.2 million** in stock and **$3.3 million** in cash - A scientific research agreement with the University of Minnesota for **$2.1 million** is in place to support TriKE development, with **$1.7 million** incurred as of December 31, 2022, and the agreement expires on **June 30, 2023**[207](index=207&type=chunk) - In **August 2022**, the company revised its agreement with a third-party manufacturer, issuing **1.22 million shares** of common stock (valued at **$3.2 million**) and paying **$3.3 million** in cash as part of a payment arrangement[208](index=208&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=50&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, GT Biopharma is exempt from providing this information - The company qualifies as a **smaller reporting company** and is not required to provide this information[228](index=228&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=50&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents audited consolidated financial statements for 2022 and 2021, showing a **net loss of $20.9 million**, reduced total assets to **$16.7 million**, and total liabilities to **$5.0 million** [Consolidated Balance Sheets](index=62&type=section&id=Consolidated%20Balance%20Sheets) As of December 31, 2022, total assets were **$16.7 million** (down from $32.2 million), total liabilities were **$5.0 million**, and total stockholders' equity was **$11.7 million** Key Balance Sheet Data (in thousands) | Account | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | $5,672 | $8,968 | | Short-term investments | $10,836 | $23,011 | | **Total Assets** | **$16,736** | **$32,169** | | Accounts payable | $3,140 | $8,189 | | **Total Liabilities** | **$5,002** | **$10,259** | | **Total Stockholders' Equity** | **$11,734** | **$21,910** | [Consolidated Statements of Operations](index=63&type=section&id=Consolidated%20Statements%20of%20Operations) For 2022, the company reported no revenue and a **net loss of $20.9 million** (or **$0.66 per share**), a significant improvement from the **$58.0 million loss** in 2021 Key Operations Data (in thousands, except per share data) | Account | 2022 | 2021 | | :--- | :--- | :--- | | Revenues | $0 | $0 | | Research and development | $8,811 | $9,591 | | Selling, general and administrative | $12,446 | $47,924 | | **Net Loss** | **($20,884)** | **($58,013)** | | Net Loss Per Share | ($0.66) | ($2.06) | [Consolidated Statements of Cash Flows](index=66&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) In 2022, net cash used in operating activities was **$15.2 million**, net cash provided by investing activities was **$12.1 million**, leading to a net decrease in cash of **$3.3 million**, ending with **$5.7 million** Key Cash Flow Data (in thousands) | Account | 2022 | 2021 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | ($15,217) | ($15,606) | | Net Cash Provided by (Used in) Investing Activities | $12,145 | ($23,040) | | Net Cash (Used in) Provided by Financing Activities | ($224) | $42,317 | | **Net (Decrease) Increase in Cash** | **($3,296)** | **$3,671** | [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=50&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting or financial disclosure matters - There were no disagreements with accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure[230](index=230&type=chunk) [Item 9A. Controls and Procedures](index=50&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of December 31, 2022, having fully remediated material weaknesses in internal control over financial reporting from 2021 - Based on an evaluation as of December 31, 2022, the company's principal executive officer and principal financial officer concluded that disclosure controls and procedures were **effective**[231](index=231&type=chunk) - **Material weaknesses** in the Control Environment and Risk Assessment components, previously disclosed in the 2021 Form 10-K, were **fully remediated** as of December 31, 2022[232](index=232&type=chunk)[233](index=233&type=chunk) [Item 9B. Other Information](index=52&type=section&id=Item%209B.%20Other%20Information) No other information is reported under this item - There is no information to be reported under this item[240](index=240&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=52&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - This item is not applicable to the company[241](index=241&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=52&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information for this item is incorporated by reference from the company's definitive proxy statement for its 2023 Annual Meeting of Stockholders - Information regarding directors, executive officers, and corporate governance will be filed in the **2023 Proxy Statement**[242](index=242&type=chunk) [Item 11. Executive Compensation](index=52&type=section&id=Item%2011.%20Executive%20Compensation) Information for this item is incorporated by reference from the company's definitive proxy statement for its 2023 Annual Meeting of Stockholders - Information regarding executive compensation will be filed in the **2023 Proxy Statement**[243](index=243&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=52&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information for this item is incorporated by reference from the company's definitive proxy statement for its 2023 Annual Meeting of Stockholders - Information regarding security ownership will be filed in the **2023 Proxy Statement**[244](index=244&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=52&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information for this item is incorporated by reference from the company's definitive proxy statement for its 2023 Annual Meeting of Stockholders - Information regarding related transactions and director independence will be filed in the **2023 Proxy Statement**[245](index=245&type=chunk) [Item 14. Principal Accounting Fees and Services](index=52&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information for this item is incorporated by reference from the company's definitive proxy statement for its 2023 Annual Meeting of Stockholders - Information regarding principal accounting fees and services will be filed in the **2023 Proxy Statement**[246](index=246&type=chunk) PART IV [Item 15. Exhibits and Financial Statement Schedules](index=53&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section provides an index of all exhibits filed with the Form 10-K, including articles of incorporation, bylaws, material contracts, and certifications - This section contains the **index of all exhibits** filed with the Form 10-K[248](index=248&type=chunk) [Item 16. Form 10-K Summary](index=56&type=section&id=Item%2016.%20Form%2010-K%20Summary) No summary is provided under this item - No summary is provided under this item[253](index=253&type=chunk)

PART I – FINANCIAL INFORMATION Provides detailed financial statements, management's analysis of operations, market risk disclosures, and internal control assessments [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company reported no revenue, a reduced net loss of $15.3 million, and decreased total assets to $21.1 million for the nine months ended September 30, 2022 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $21.1 million, liabilities to $5.1 million, and stockholders' equity to $16.0 million as of September 30, 2022 Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2022 (Unaudited) | Dec 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $2,465 | $8,968 | | Short-term investments | $18,319 | $23,011 | | Total Current Assets | $20,872 | $32,169 | | **Total Assets** | **$21,071** | **$32,169** | | **Liabilities & Equity** | | | | Accounts payable | $3,325 | $8,220 | | Total Current Liabilities | $5,025 | $10,259 | | **Total Liabilities** | **$5,117** | **$10,259** | | **Total Stockholders' Equity** | **$15,954** | **$21,910** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company reported no revenue, with a Q3 2022 net loss of $6.9 million and a nine-month net loss of $15.3 million, a significant reduction from the prior year Statement of Operations Summary (in thousands, except per share data) | Metric | Q3 2022 (Unaudited) | Q3 2021 (Unaudited) | YTD 2022 (Unaudited) | YTD 2021 (Unaudited) | | :--- | :--- | :--- | :--- | :--- | | Revenues | $ - | $ - | $ - | $ - | | Research and development | $2,743 | $1,008 | $5,969 | $3,287 | | Selling, general and administrative | $4,280 | $4,946 | $9,510 | $36,050 | | Loss from Operations | $7,023 | $5,954 | $15,479 | $39,337 | | **Net Loss** | **$(6,881)** | **$(5,453)** | **$(15,300)** | **$(39,991)** | | Net loss per share | $(0.22) | $(0.17) | $(0.48) | $(1.54) | [Condensed Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) Stockholders' equity decreased to $16.0 million due to a $15.3 million net loss, partially offset by equity compensation and stock issuance for payables - Key changes in stockholders' equity for the nine months ended Sep 30, 2022 include a net loss of **$15.3 million**, equity compensation totaling **$6.3 million** (**$3.85 million** to officers/employees and **$2.46 million** to consultants), and issuance of common stock worth **$3.25 million** to settle vendor payables[15](index=15&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations was $10.9 million, investing activities provided $4.6 million, resulting in a $6.5 million net cash decrease, ending at $2.5 million Cash Flow Summary (in thousands) | Activity | Nine Months Ended Sep 30, 2022 (Unaudited) | Nine Months Ended Sep 30, 2021 (Unaudited) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | $(10,919) | $(11,901) | | Net Cash Provided by (Used in) Investing Activities | $4,639 | $(26,031) | | Net Cash (Used in) Provided by Financing Activities | $(223) | $42,317 | | **Net (Decrease) Increase in Cash** | **$(6,503)** | **$4,385** | | Cash at Beginning of Period | $8,968 | $5,297 | | **Cash at End of Period** | **$2,465** | **$9,682** | [Condensed Notes to Consolidated Financial Statements](index=11&type=section&id=Condensed%20Notes%20to%20Consolidated%20Financial%20Statements) Notes detail the company's biopharmaceutical focus, liquidity, significant accounts payable settlement, stock-based compensation, ongoing litigation, and research commitments - The company is a clinical-stage biopharmaceutical company focused on developing its proprietary Tri-specific Killer Engager (TriKE) immuno-oncology platform[23](index=23&type=chunk) - Management anticipates that its cash, cash equivalents, and short-term investments of **$20.8 million** as of September 30, 2022, are adequate to fund operations for at least one year[27](index=27&type=chunk) - On August 24, 2022, the company settled a portion of its payables with a third-party manufacturer by issuing **1,222,281 shares** of common stock valued at **$3.3 million** and making cash payments[59](index=59&type=chunk) - On October 10, 2022, stockholders approved a reduction in the number of authorized shares of common stock from **750,000,000** to **250,000,000**[103](index=103&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's biopharmaceutical focus, increased R&D expenses, decreased SG&A, and confirms sufficient liquidity for over twelve months with projected future spending - The company is a clinical-stage biopharmaceutical company developing immuno-oncology products based on its proprietary Tri-specific Killer Engager (TriKE) platform[106](index=106&type=chunk) - Management believes it has sufficient cash and short-term investments (**$20.8 million** as of Sep 30, 2022) to fund operations for more than twelve months from the filing date[120](index=120&type=chunk) - Anticipated expenses for the next twelve months are projected to be **$13 million to $15 million** for R&D and **$4 million to $5 million** for SG&A[119](index=119&type=chunk) [Results of Operations](index=27&type=section&id=Results%20of%20Operations) R&D expenses increased to $5.9 million due to development costs, while SG&A expenses decreased to $9.5 million primarily from reduced stock-based compensation Operating Expense Comparison (in millions) | Expense Category | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | Change | | :--- | :--- | :--- | :--- | | Research & Development | $5.9 | $3.3 | +$2.6 | | Selling, General & Administrative | $9.5 | $36.1 | -$26.6 | - The increase in R&D expense was due to hiring additional employees and costs for developing advanced TriKE® product candidates GTB-3650 and GTB-5550[112](index=112&type=chunk) - The decrease in SG&A expense was primarily due to a significant reduction in stock-based compensation to consultants, officers, and directors compared to the prior year[113](index=113&type=chunk) [Quantitative and Qualitative Disclosures About Market Risks](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risks) As a smaller reporting company, the company is exempt from providing quantitative and qualitative disclosures about market risks - As a smaller reporting company, GT Biopharma is not required to provide disclosures about market risk[129](index=129&type=chunk) [Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were deemed ineffective due to material weaknesses, prompting remediation efforts including new hires and external consultants - Disclosure controls and procedures were concluded to be not effective as of September 30, 2022[129](index=129&type=chunk) - The ineffectiveness is due to material weaknesses in internal control, including: (i) inadequate segregation of duties, (ii) risks of executive override, and (iii) insufficient written accounting policies and procedures[129](index=129&type=chunk) - Remediation measures include hiring an experienced CFO, retaining outside consultants, and actions by a Special Committee of the board to evaluate compliance and operations[130](index=130&type=chunk) PART II – OTHER INFORMATION Presents information on legal proceedings and a list of exhibits filed with the report [Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company initiated binding arbitration against its former CFO for misappropriation of funds and stock, seeking $370,000 in damages and share returns - On May 13, 2022, the Company filed a claim against its former CFO, Michael Handelman, for misappropriating funds and stock and failing to file required SEC reports[133](index=133&type=chunk) - The Company is seeking monetary damages estimated at **$370,000**, the return of unauthorized shares, and disgorgement of profits from the sale of those shares[133](index=133&type=chunk) - The dispute is being resolved through binding arbitration with the American Arbitration Association (AAA)[134](index=134&type=chunk) [Exhibits](index=31&type=section&id=Item%206.%20Exhibits) The report includes key exhibits such as Sarbanes-Oxley certifications and a Settlement and Investment Agreement with Cytovance Biologics - Key exhibits filed include CEO and CFO certifications pursuant to Sarbanes-Oxley Act rules[135](index=135&type=chunk) - A Settlement and Investment Agreement dated August 24, 2022, between the company and Cytovance Biologics, Inc. was filed as Exhibit 10.1[135](index=135&type=chunk) Signatures Confirms the official signing and authorization of the quarterly report [Signatures](index=33&type=section&id=Signatures) The quarterly report was signed and authorized on October 31, 2022, by Manu Ohri, Chief Financial Officer - The report was signed on October 31, 2022, by Manu Ohri, Chief Financial Officer[139](index=139&type=chunk)[140](index=140&type=chunk)