GT Biopharma Announces 1-for-25 Reverse Stock Split; Eliminates Preferred Series

What Happened

• GT Biopharma, Inc. filed an 8‑K reporting two principal charter actions: (1) Certificates of Elimination filed Sept 2, 2026 removing the terms of eleven series of preferred stock from its charter, and (2) a Certificate of Amendment to effect a 1‑for‑25 reverse stock split of common stock and a simultaneous reduction in authorized shares. The Reverse Stock Split becomes effective at 12:01 a.m. ET on Sept 8, 2026 and Nasdaq trading will be split‑adjusted at market open that day.

Key Details

• Certificates of Elimination (filed Sept 2, 2026) remove Series A–K preferred stock provisions; no shares of those series were outstanding immediately before the filings; all Series C shares were converted on Sept 2, 2026.
• Reverse Stock Split ratio: 1-for-25, effective 12:01 a.m. ET on Sept 8, 2026. Issued and outstanding common shares will drop from ~45,109,497 pre‑split to ~1,804,379 post‑split (subject to fractional adjustments).
• Authorized shares reduced from 265,000,000 to 26,500,000 total (25,000,000 common; 1,500,000 preferred).
• Fractional shares will not be issued; fractional interests will be aggregated and sold by the exchange agent with net proceeds distributed pro rata to holders. New CUSIP for the post‑split common stock: 36254L 407.
• The Reverse Stock Split will proportionally adjust outstanding convertible securities, warrants, stock options and restricted stock (and their conversion/exercise prices). Under Rule 416(b), shares covered by registration statements are reduced proportionately at the split ratio.

Why It Matters

• For investors, the reverse split materially reduces the number of outstanding shares and increases the per‑share basis (shares and per‑share metrics will be adjusted by 1:25). This can affect liquidity, per‑share calculations, and how outstanding convertible/exercisable instruments translate into common shares.
• The elimination of preferred series from the charter has no immediate cash impact because no shares of those series were outstanding at filing; however, it changes the company’s chartered capital structure and may limit or clarify future issuance of those previously designated preferences.
• The reduction in authorized shares significantly lowers the company’s available share reserve (from 265M to 26.5M), which investors should note when considering future equity financing or dilution potential.