General form for registration of securities under the Securities Act of 1933

Offerings

v3.25.1
Offerings - Offering: 1
Jun. 11, 2025
USD ($)
shares
$ / shares
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock, par value $0.001 per share
Amount Registered | shares 120,553,632 [1]
Proposed Maximum Offering Price per Unit | $ / shares 2.9432 [2]
Maximum Aggregate Offering Price $ 354,813,449.70
Fee Rate 0.01531%
Amount of Registration Fee $ 54,321.94
Carry Forward Form Type
Carry Forward File Number
Carry Forward Initial Effective Date
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
Offering Note

 

(1) Represents shares of Common Stock, par value $0.001 per share (“Common Stock”), of GT Biopharma, Inc. (the “Company”), which consists of (i) 14,561,913 shares of Common Stock issuable upon the conversion of 6,612 shares of Series L 10% Convertible Preferred Stock, par value $0.001 per share, (ii) 14,561,913 shares of Common Stock issuable upon the exercise of warrants, (iii) 13,255,960 shares of Common Stock issuable upon the conversion of the Greenshoe Rights (as defined in the Registration Statement); (iv) 52,903,846 shares of Common Stock issuable upon the exercise of warrants issuable upon exercise of the Greenshoe Rights, (v) 300,000 shares of Common Stock issuable upon the exercise of pre-funded warrants, and (vi) up to 25,000,000 shares of Common Stock, offered for resale by the selling stockholders pursuant to the prospectus contained in this Registration Statement on Form S-1. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is also registering an indeterminate number of additional shares of common stock issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction.
   
(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act. The price per share and aggregate offering price are based on the average of the high and low prices of the registrant’s Common Stock on June 9, 2025, as reported on The Nasdaq Capital Market.
[1] Represents shares of Common Stock, par value $0.001 per share (“Common Stock”), of GT Biopharma, Inc. (the “Company”), which consists of (i) 14,561,913 shares of Common Stock issuable upon the conversion of 6,612 shares of Series L 10% Convertible Preferred Stock, par value $0.001 per share, (ii) 14,561,913 shares of Common Stock issuable upon the exercise of warrants, (iii) 13,255,960 shares of Common Stock issuable upon the conversion of the Greenshoe Rights (as defined in the Registration Statement); (iv) 52,903,846 shares of Common Stock issuable upon the exercise of warrants issuable upon exercise of the Greenshoe Rights, (v) 300,000 shares of Common Stock issuable upon the exercise of pre-funded warrants, and (vi) up to 25,000,000 shares of Common Stock, offered for resale by the selling stockholders pursuant to the prospectus contained in this Registration Statement on Form S-1. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is also registering an indeterminate number of additional shares of common stock issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction.
[2] Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act. The price per share and aggregate offering price are based on the average of the high and low prices of the registrant’s Common Stock on June 9, 2025, as reported on The Nasdaq Capital Market.