GT Biopharma Enters Private Placement of Convertible Preferred Stock

What Happened

• GT Biopharma, Inc. announced on Sept. 14, 2026 that it entered into a Securities Purchase Agreement to sell Series M 10% Convertible Preferred Stock and related warrants. The initial Offering has an aggregate stated value of $8,277,778 for an aggregate purchase price of $7,450,000. Purchasers have pro rata “Greenshoe Rights” to buy additional preferred stock with an aggregate purchase price up to $30,000,000 (subject to adjustments).
• The Preferred Stock is convertible (subject to ownership limits and conditions) at an initial conversion price of $6.10 per share. Holders receive cumulative dividends of 10% per year until Sept. 13, 2027 (increasing to 12% thereafter), payable quarterly in cash, common stock or a combination. Purchasers also receive Common Warrants and Vesting Warrants with initial exercise prices of $6.10 and five‑year terms; Vesting Warrants vest as Greenshoe rights are exercised.

Key Details

• Proceeds: $7.45 million initial purchase; aggregate stated value of Preferred Stock = $8,277,778. Greenshoe expansion up to $30.0 million aggregate subscription (pro rata to each purchaser).
• Conversion & warrants: initial conversion/exercise price $6.10; warrants exercisable for five years (subject to vesting and ownership limits); full-ratchet anti-dilution protections apply.
• Dividends & timing: cumulative dividends 10% p.a. until 9/13/2027, then 12% p.a., payable quarterly or on conversion dates.
• Registration & shareholder actions: Company must file a resale registration statement within 30 days of closing (effective within 60 days, 90 days if SEC full review) or pay liquidated damages (1.5% of each purchaser’s subscription); officers/directors agreed to vote in favor of shareholder approval to issue more than 19.99% of outstanding common stock; officer/director lock‑ups extend 30 days after effectiveness and shareholder approval.

Why It Matters

• Dilution and potential funding: the transaction immediately brings $7.45M of financing and could expand materially (up to $30M) via Greenshoe rights, which may significantly increase the number of shares outstanding if conversions and warrants are exercised.
• Investor resale path and protections: registration rights are included so new securities can be publicly resold (with specified filing deadlines and penalties if missed). The deal includes anti‑dilution protections and ownership limits that affect how future financings and conversions may be handled.
• Governance and timing: management has agreed to support shareholder votes needed for the issuance and any required increase in authorized shares, and officers/directors are subject to short lock‑ups—steps meant to facilitate the financings and issuance process.

(Report filed on Form 8‑K; Certificate of Designation, warrant forms, Securities Purchase Agreement, registration rights agreement, voting and lock‑up agreements are attached as exhibits to the filing.)