GT Biopharma Inc.
03/02/2026 | Press release | Distributed by Public on 03/02/2026 06:06
Non-Reliance of Financial Report (Form 8-K)
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
In connection with the preparation of GT Biopharma, Inc.'s (the "Company") Annual Report on Form 10-K for the year ended December 31, 2025 ("2025 Form 10-K"), the Company's management, in consultation with its independent registered public accounting firm Weinberg & Company, P.A. ("Weinberg"), reevaluated the classification of certain stock purchase rights to purchase shares of Series L 10% Convertible Preferred Stock, par value $0.001 per share ("Series L Preferred Stock"), issued in the Company's May 2025 private placement (the "Greenshoe Rights"). Due to redemption provisions in the Series L Preferred Stock that could require cash settlement upon events outside the Company's control, the Greenshoe Rights met the criteria for liability classification under ASC 480 "Distinguishing Liabilities from Equity". Accordingly, the Greenshoe Rights required classification as a liability and marked to market at each reporting date as required under GAAP in the quarterly periods ended June 30, 2025 and September 30, 2025. The Greenshoe Rights liability was extinguished and reclassified to equity as of the date of the redemption rights waiver of the Series L Preferred Stock effective in September 2025.
Therefore, on March 1, 2026, the audit committee of the Company's board of directors, after discussion with the Company's management and Weinberg, concluded that this resulted in an error in the Company's interim quarterly financial statements as originally reported in the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2025, and September 30, 2025, which may no longer be relied upon. As such, the Company will restate its financial statements for the affected periods on Forms 10-Q/A, to be filed with the Securities and Exchange Commission as soon as practicable. In addition, the Company included a restatement of the interim consolidated financial data for those periods within the 2025 Form 10-K, as summarized below:
The restated balance sheet line items for the second and third fiscal quarters of 2025 are as follows:
| June 30, 2025 (Unaudited) | ||||||||||||
| Originally Reported | Adjustment | Restated | ||||||||||
| Total Assets | $ | 7,124,000 | $ | - | $ | 7,124,000 | ||||||
| Greenshoe Rights liability | - | 28,736,000 | 28,736,000 | |||||||||
| Total Liabilities | 2,307,000 | 28,736,000 | 31,043,000 | |||||||||
| Mezzanine Equity | 1,956,000 | - | 1,956,000 | |||||||||
| Convertible Preferred stock | 1,000 | - | 1,000 | |||||||||
| Common stock | 3,000 | - | 3,000 | |||||||||
| Additional paid in capital | 700,378,000 | - | 700,378,000 | |||||||||
| Accumulated deficit | (697,521,000 | ) | (28,736,000 | ) | (726,257,000 | ) | ||||||
| Total Stockholders' Equity (Deficit) | 2,861,000 | (28,736,000 | ) | (25,875,000 | ) | |||||||
| Total Liabilities and Stockholders' Equity (Deficit) | $ | 7,124,000 | $ | - | $ | 7,124,000 | ||||||
| September 30, 2025 (Unaudited) | ||||||||||||
| Originally Reported | Adjustment | Restated | ||||||||||
| Total Assets | $ | 4,321,000 | $ | - | $ | 4,321,000 | ||||||
| Greenshoe Rights liability | - | - | - | |||||||||
| Total Liabilities | 1,321,000 | - | 1,321,000 | |||||||||
| Convertible Preferred stock | 1,000 | - | 1,000 | |||||||||
| Common stock | 3,000 | - | 3,000 | |||||||||
| Additional paid in capital | 703,772,000 | 17,323,000 | 721,095,000 | |||||||||
| Accumulated deficit | (700,779,000 | ) | (17,323,000 | ) | (718,102,000 | ) | ||||||
| Total Stockholders' Equity (Deficit) | 3,000,000 | - | 3,000,000 | |||||||||
| Total Liabilities and Stockholders' Equity (Deficit) | $ | 4,321,000 | $ | - | $ | 4,321,000 | ||||||
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