aibioGT Biopharma issues non-reliance notice, will restate June and September 2025 quarterly financials
Tickers GTBP
On March 1, 2026 the audit committee concluded the quarterly reports contained an error: Greenshoe Rights from a May 2025 private placement required liability classification. GT Biopharma (Nasdaq: GTBP) will file Forms 10-Q/A.
Key facts
- Company
- GT Biopharma, Inc. (NASDAQ: GTBP)
- News type
- Distress
- Primary source
- GT Biopharma, Inc. Form 8-K filed March 2, 2026 (SEC EDGAR)
GT Biopharma, Inc. (Nasdaq: GTBP) said in a Form 8-K filed March 2, 2026 that its financial statements for the quarters ended June 30, 2025 and September 30, 2025 may no longer be relied upon, and that it will restate them. The audit committee reached that conclusion on March 1, 2026, after discussion with management and the company's independent registered public accounting firm, Weinberg & Company, P.A. The report is a non-reliance notice under Item 4.02.
What went wrong
The error surfaced while management prepared the annual report on Form 10-K for 2025. Management, in consultation with Weinberg, reevaluated the classification of stock purchase rights to buy Series L 10% Convertible Preferred Stock. The company calls them the Greenshoe Rights. They were issued in the May 2025 private placement.
The Series L preferred has redemption provisions that could require cash settlement on events outside the company's control. Because of that, the Greenshoe Rights met the criteria for liability classification under ASC 480. They should have been recorded as a liability and marked to market at each reporting date in the two quarters. The liability was extinguished and reclassified to equity when a waiver of the Series L redemption rights took effect in September 2025.
The company will file amended quarterly reports on Forms 10-Q/A as soon as practicable. Until then, the original figures for those two quarters are ones the company itself says should no longer be relied upon.
June 30, 2025
Total assets of $7,124,000 do not change. A Greenshoe Rights liability of $28,736,000 is added, and total liabilities go from $2,307,000 as originally reported to $31,043,000. Stockholders' equity of $2,861,000 becomes a deficit of $25,875,000. The accumulated deficit moves from $697,521,000 to $726,257,000.
The three-month loss from operations stays at $1,513,000, but a loss on initial recognition of the Greenshoe Rights liability of $28,736,000 is added below it. The net loss moves from $1,433,000 as originally reported to $30,169,000 restated.
September 30, 2025
Total assets of $4,321,000 and total liabilities of $1,321,000 do not change. The restatement raises additional paid-in capital from $703,772,000 to $721,095,000, and the accumulated deficit from $700,779,000 to $718,102,000. Stockholders' equity stays at $3,000,000.
For the third quarter, the restated statement records an $11,413,000 change in fair value of the Greenshoe Rights liability. That lifts total other income from $268,000 to $11,681,000, and the net result moves from a loss of $3,114,000 as originally reported to net income of $8,299,000. After a deemed dividend of $4,058,000, the restated net income attributable to common stockholders is $4,097,000, against a net loss attributable to common stockholders of $3,258,000 as originally reported.
Over nine months, the net loss moves from $5,323,000 as originally reported to $22,646,000 restated.
What the restatement shows
The June quarter's net loss rises from $1,433,000 to $30,169,000 on one line item, the loss on initial recognition of the liability. The September quarter then reverses into income, because the fair value of the liability fell. The six-month net loss moves from $2,209,000 as originally reported to $30,945,000 restated. The 8-K does not say what the liability would have cost if it had been settled.
The notice does not give a date for the 10-Q/A filings, and it does not say whether the company expects further adjustments. The filing was signed by Alan Urban, chief financial officer, on March 2, 2026.
The company behind the numbers
GT Biopharma describes its technology as Tri-specific Killer Engager (TriKE) and Dual Targeting TriKE fusion proteins that engage immune cells against tumors. Its 10-K for 2024, filed a year earlier, says the company's financial condition raised substantial doubt about its ability to continue as a going concern, with approximately $4.0 million in cash and cash equivalents and restricted cash at December 31, 2024. It reported a net loss of $13.2 million for 2024 and used approximately $12.9 million of cash in operations. The restatement leaves cash flow unchanged: net cash used in operating activities for the six months ended June 30, 2025 stays at $5,216,000.