Current Report Filing (8-k)
April 16 2021 - 5:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): April 14,
2021
GT Biopharma, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-08092
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94-1620407
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(State
or other jurisdiction of incorporation or
organization)
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(Commission File
Number)
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(IRS
Employer Identification No.)
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9350 Wilshire Blvd. Suite 203
Beverly Hills, CA 90212
Phone: (800) 304-9888
(Address,
including zip code, and telephone number, including area code,
of
registrant’s
principal executive offices)
N/A
(Former
name, former address and former fiscal year, if changed since last
report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐ Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule l 4a- l 2 under
the Exchange Act ( 17 CFR 240. l 4a- l 2)
☐ Pre-commencement communications pursuant to Rule l
4d-2(b) under the Exchange Act (17 CFR 240. l 4d-2(b))
☐ Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240. l
3e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol
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Name of exchangeon which registered
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Common
Stock, par value $0.001 per share
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GTBP
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Nasdaq
Capital Market
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 4.02. Non-Reliance on Previously Issued Financial
Statements or a Related Audit Report or Completed Interim
Review.
On or
about April 14, 2021, management of GT
Biopharma, Inc. (the “Company”),
after discussion with its independent registered public accounting
firm Weinberg & Company, P.A. and its audit committee,
identified an accounting error in the
recognition of an additional loss on extinguishment of debt of
$8,643,000 as a result of the June 2020 forbearance agreements that
was not previously recorded (see Note 4 to the consolidated
financial statements for the year ended December 31, 2020). As a
result, the previously filed unaudited condensed
consolidated balance sheets as of June 30, 2020 and September 30,
2020, and the related condensed
consolidated statements of operations and stockholders’
deficiency, may no longer be relied upon. The Company has
restated its unaudited condensed consolidated balance sheets as of
June 30, 2020 and September 30, 2020 and the related condensed consolidated statements of
operations and stockholders’ deficiency. The restatement did
not affect the previously reported assets and liabilities in the
corresponding financial statements.
The effects of the discrepancy discovered related to
the accounting error on the previously filed Form 10-Q for the
three and six ended June 30, 2020 are summarized as
follows:
Condensed Consolidated Statement of Operations for the three months
ended June 30, 2020 (unaudited)
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Other
income (expense)
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$(7,221)
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$(8,643)
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$(15,864)
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Net
loss
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(8,779)
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(8,643)
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(17,422)
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Net
loss per common share - basic and diluted
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$(0.12)
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$(0.12)
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$(0.24)
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Condensed Consolidated Statement of Operations for the six months
ended June 30, 2020 (unaudited)
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Other
income (expense)
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$(7,859)
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$(8,643)
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$(16,502)
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Net
loss
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(10,487)
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(8,643)
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(19,130)
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Net
loss per common share - basic and diluted
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$(0.15)
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$(0.12)
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$(0.27)
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Condensed Consolidated Statement of Stockholders’ Deficit as
of June 30, 2020 (unaudited)
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Preferred
share
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$3
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$—
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$3
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Common
share
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75
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—
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75
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Additional
paid-in capital
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550,411
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8,643
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559,054
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Noncontrolling
interest
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(169)
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-
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(169)
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Accumulated
deficit
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(577,819)
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(8,643)
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(586,462)
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Total
Shareholder deficit
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$(27,499)
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$—
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$(27,499)
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The effects of the discrepancy discovered related to the accounting
error on the previously filed Form 10-Q for the three and nine
ended September 30, 2020 are summarized as follows:
Condensed Consolidated Statement of Operations for the three months
ended September 30, 2020 (unaudited)
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Other
income (expense)
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$(931)
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$(8,643)
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$(9,574)
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Net
loss
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(2,876)
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(8,643)
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$(11,519)
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Net
loss per common share - basic and diluted
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$(0.04)
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$(1.13)
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$(1.16)
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Condensed Consolidated Statement of Operations for the nine months
ended September 30, 2020 (unaudited)
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Other
income (expense)
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(8,790)
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(8,643)
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(17,433)
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Net
loss
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(13,363)
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(8,643)
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(22,006)
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Net
loss per common share - basic and diluted
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$(0.18)
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$(0.12)
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$(0.30)
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Condensed Consolidated Statement of Stockholders’ Deficit as
of September 30, 2020 (unaudited)
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Preferred
share
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$25
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—
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$25
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Common
share
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78
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—
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78
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Additional
paid-in capital
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550,984
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8,643
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559,627
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Noncontrolling
interest
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(169)
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—
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(169)
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Accumulated
deficit
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(580,695)
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(8,643)
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(589,338)
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Total
Shareholder deficit
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$(29,777)
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—
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$(29,777)
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SIGNATURE PAGE
Pursuant
to the requirement of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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GT Biopharma, Inc.
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Dated:
April 16, 2021
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By:
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/s/
Michael Handelman
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Michael
Handelman
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Chief
Financial Officer
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