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Louis
Wharton
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Partner
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Direct
Voice
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818.444.4509
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Direct
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818.444.4509
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lwharton@stubbsalderton.com
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December
29, 2021
VIA EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
100 F
Street, NE
Washington,
D.C. 20549
Re: GT
Biopharma, Inc.
Responses
to Staff Comments of December 15, 2021 with respect
to:
Form
10-K for the period ended December 31, 2020
Filed
April 16, 2021
Form
10-Q for the period ended June 30, 2021
Filed
August 23, 2021
Form
10-Q for the period ended September 30, 2021
Filed
November 10, 2021
File
No. 001-40023
Ladies
and Gentlemen:
On
behalf of GT Biopharma, Inc. (the “Company”), we hereby
provide the following responses in reply to the comment letter
dated December 15, 2021 (the “Comment Letter”)
transmitted to the Company by the staff of the United States
Securities and Exchange Commission, Division of Corporation Finance
(the “Staff”). The factual information provided herein
relating to the Company has been made available to us by the
Company. Paragraph numbering used for each response set forth below
corresponds to the numbering used in the Comment
Letter.
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15260
Ventura Boulevard, 20th Floor * Sherman
Oaks, California 91403
office
> 818.444.4500 * fax > 818.444.4520
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1453
3rd Street
Promenade, Suite 300 * Santa Monica, California 90401
office
> 310.746.9800 * fax > 310.395.5292
|
Securities and
Exchange Commission
Division of
Corporation Finance
December 29,
2021
Page
2
Form 10-Q for the Period Ended September 30, 2021
Condensed Consolidated Statements of Operations, page
4
1. Please
amend your Form 10-Q for the quarter ended September 30, 2021 to
address the following:
●
Revise the three months ended September 30, 2020 column in the
Condensed Consolidated Statements of Operations to reflect the
accounting error related to the June 2020 forbearance agreements.
It appears that the balances presented are the previously reported
balances and not the “as restated” numbers. Refer to
Note 13 in your Form 10-K.
●
Label both 2020 columns as being restated
●
Provide disclosures related to the restatement
●
Disclose, if true, that the net loss per common share for the three
and nine months ended September 30, 2020 have been revised to
reflect the stock split
The
Company acknowledges the Staff’s comment. Following an
internal review of the Company’s Form 10-Q for the quarter
ended September 30, 2021, the Company believes that the Form 10-Q,
as previously filed, properly reflects the restated amounts and per share amounts in the
September 30, 2020 Condensed Consolidated Statements of Operations
to reflect the accounting error related to the June 2020
forbearance agreements. Please also note that although the column
was not marked “restated” in the Form 10-Q for the
quarter ended September 30, 2021, the Company did indicate the
amounts as restated in Note 13 to the Company’s Form 10-K for
the year ended December 31, 2020 (the “Form
10-K”).
Following an
internal review of the Form 10-K the Company determined that in
Note 13 to the Form 10-K, the Company incorrectly referred to a
correction of the amounts for the three month period ended
September 30, 2020. No such correction was necessary and that
statement should not have been included in Note 13. Since the
Company has subsequently correctly filed the results for the nine
month period ended September 30, 2020 in its Form 10-Q for the
quarter ended September 30, 2021, the Company respectfully submits
that no amendment to its Form 10-Q for the quarter ended September
30, 2021 is necessary.
Form 10-Q for the Period Ended June 30, 2021
Condensed Consolidated Statements of Stockholders’ Equity
(Deficit), page 5
2. Please
amend your Form 10-Q for the quarter ended June 30, 2021 to address
the following:
●
Revise Additional paid in capital, Accumulated deficit, and Total
stockholders’ equity (deficit) for the period ended June 30,
2020 on your Condensed Consolidated Statements of
Stockholders’ Equity (Deficit) to reflect the accounting
error related to the June 2020 forbearance agreements. Refer to
Note 13 in your Form 10-K.
●
Label both 2020 columns as being restated
●
Provide disclosures related to the restatement
●
Disclose, if true, that the net loss per common share for the three
and six months ended June 30, 2020 have been revised to reflect the
stock split.
The
Company acknowledges the Staff’s comment. Following an
internal review of the Company’s Form 10-Q for the quarter
ended June 30, 2021 the Company determined that the incorrect
amounts in the Form 10-Q resulted from a processing error by the
Company’s EDGAR vendor since the Company submitted applicable
corrections for inclusion in the Form 10-Q. Notwithstanding, the
Company intends to amend its Form 10-Q for the quarter ended June
30, 2021 as follows:
●
To correctly
reflect the Net loss per common share, basic and diluted for each
of the three and six months ended June 30, 2020 in the
Company’s Condensed Consolidated Statement of Operations for
the three and six month periods ended June 30, 2020.
●
To correctly
reflect the Preferred share, Common share and Additional paid in
capital as of June 30, 2020 in the Company’s Condensed
Consolidated Statement of Stockholders’ Deficit as of June
30, 2020 to reflect the accounting error related to the June 2020
forbearance agreements.
* * * *
*
We hope
the above has been responsive to the Staff’s comments. If you
have any questions or require any additional information or
documents, please telephone the undersigned at (818)
444-4509.
Sincerely,
Louis
Wharton
|
15260
Ventura Boulevard, 20th Floor * Sherman
Oaks, California 91403
office
> 818.444.4500 * fax > 818.444.4520
|
1453
3rd Street
Promenade, Suite 300 * Santa Monica, California 90401
office
> 310.746.9800 * fax > 310.395.5292
|
