June 20, 2025

Michael Breen
Chief Executive Officer
GT Biopharma, Inc.
505 Montgomery Street, 10th Floor
San Francisco, California 94111

       Re: GT Biopharma, Inc.
           Registration Statement on Form S-1
           Filed June 11, 2025
           File No. 333-287963
Dear Michael Breen:

       We have conducted a limited review of your registration statement and
have the
following comment.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
General

1.     We note that you are registering 13,255,960 shares of common stock
issuable upon
       the conversion of the Greenshoe Rights and 52,903,846 shares of common
stock
       issuable upon the exercise of warrants issuable upon exercise of the
Greenshoe
       Right. Please revise to provide more fulsome disclosure of the Greenshoe
Rights,
       including a description of these securities, and your reasons for
issuing this type of
       security. Please also tell us how you are eligible to register the
unissued common
       stock underlying the Greenshoe Rights at this time. For guidance, refer
to Compliance
       Disclosure Interpretations, Securities Act Sections, Question 130.06.
       We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
 June 20, 2025
Page 2

of action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Tyler Howes at 202-551-3370 or Chris Edwards at
202-551-6761 with
any other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Life
Sciences
cc:    Alan A. Lanis, Jr.