GT Biopharma, Inc. 8-K

What Happened
GT Biopharma (GTBP) announced that its audit committee, after discussions with management and its auditor Weinberg & Company, concluded on March 1, 2026 that previously issued interim financial statements for the quarters ended June 30, 2025 and September 30, 2025 contained an error and may no longer be relied upon. The error relates to stock purchase rights (the “Greenshoe Rights”) issued in a May 2025 private placement tied to Series L 10% Convertible Preferred Stock. Because the Series L had redemption provisions that could require cash settlement, the Greenshoe Rights met the criteria for liability classification under ASC 480 and were required to be marked to market. The Company will file amended Quarterly Reports on Form 10-Q/A as soon as practicable and included restated interim amounts in its 2025 Form 10‑K.

Key Details

• Audit committee concluded non-reliance on the Q2 and Q3 2025 Form 10-Qs on March 1, 2026; amended 10-Q/A filings will be made.
• A Greenshoe Rights liability of $28,736,000 was recorded as of June 30, 2025; total assets at that date remained $7,124,000 while total liabilities rose to $31,043,000 and stockholders’ equity swung from $2,861,000 to a deficit of $(25,875,000).
• Income-statement impacts: a $28,736,000 loss on initial recognition in Q2 2025 and a $11,413,000 fair‑value increase in Q3 2025. Restated net loss attributable to common stockholders: Q2 2025 = $30,254,000; Q3 2025 = $4,097,000; nine months ended Sept 30, 2025 = $26,933,000.
• The Greenshoe liability was extinguished and reclassified to equity effective with the redemption-rights waiver in September 2025 (non‑cash reclassification of $17,323,000). Reported net cash from operating, investing and financing activities were unchanged for the affected periods.

Why It Matters
This restatement affects the reliability of GT Biopharma’s previously issued interim results and materially changes reported losses and equity for the affected quarters. The Greenshoe Rights adjustment ($28.7M) is large relative to the company’s reported assets, so investors should review the upcoming amended 10-Q/A filings and the 2025 Form 10‑K’s restated interim data to understand the updated financial position and historical performance before making decisions.