GT Biopharma Announces Private Placement of Series M Convertible Preferred & Warrants

What Happened
GT Biopharma, Inc. filed an 8-K (dated Sept. 21, 2026) disclosing a private placement of Series M 10% Convertible Preferred Stock and related warrants under a Securities Purchase Agreement first entered Sept. 14, 2026 and amended Sept. 18, 2026. The amendment increased the offering to 8,611.111 shares of the Preferred Stock (aggregate stated value $8,611,111.11) for an aggregate purchase price of $7,750,000. A new purchaser joined the transaction and the purchasers have pro rata “Greenshoe Rights” to buy additional Preferred Stock under specified terms.

Key Details

• Offering initially provided for up to 8,277.778 shares (stated value $8,277,778) for $7,450,000; amended on Sept. 18, 2026 to 8,611.111 shares for $7,750,000.
• Purchasers received warrants: Common Warrants equal to 100% of common shares issuable on conversion of the Preferred and additional Vesting Warrants tied to the Greenshoe; all securities were sold in a private placement under Rule 506(b) of Regulation D.
• Greenshoe Rights: purchasers may elect to buy up to $34,675,615 (stated value) of additional Preferred Stock for an aggregate purchase price of $31,208,054, subject to adjustments and pro rata allocation.
• Registration Rights: GTB agreed to file a registration statement covering resale of common shares issuable on conversion/exercise within 30 days of closings, with effectiveness targets of 60 days (90 days if SEC full review). A new purchaser executed a joinder to those registration rights.
• Corporate update: a Certificate of Increase was filed (Sept. 18, 2026) increasing authorized Series M shares in the charter from 41,778 to 43,287.

Why It Matters
This transaction provides GT Biopharma with immediate non-dilutive cash proceeds of $7.75M and potential additional capital if Greenshoe rights are exercised (up to roughly $31.2M purchase price), while also creating convertible preferred shares and warrants that can increase the company’s outstanding common shares if converted or exercised. The registration rights mean those future shares could be registered for resale relatively quickly, which affects liquidity and potential dilution timing. Investors should note the issuance was private (Reg D) and monitor the company’s registration filings and any future exercises/conversions that would change share count and ownership.