~~Consolidated Balance Sheets~~

GT Biopharma, Inc. and Subsidiaries
as of March 31,2019 and December 31, 2018
Consolidated Balance Sheets
(in Thousands, Except Par Value and Share Data)

	March 31, 2019	December 31, 2018
ASSETS	(unaudited)
Current Assets:
Cash and cash equivalents	$51	$60
Prepaid expenses	27	30
Total Current Assets	78	90

Intangible assets	25,262	25,262
Deposits	12	12
Operating lease right-to-use asset	153	-
Fixed assets, net	34	35
Total Other Assets	25,461	25,309
TOTAL ASSETS	$25,539	$25,399
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$1,898	$1,762
Accrued expenses	2,136	1,455
Deferred rent	-	8
Operating lease liability	161	-
Note payable to related party	-	100
Line of credit	31	31
Convertible debentures	11,297	10,673
Total Current Liabilities	15,523	14,029

Total liabilities	15,523	14,029

Stockholders’ Equity:
Convertible preferred stock - $0.001 par value; 15,000,000 shares authorized:
Series C - 96,230 and 96,230 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively	1	1
Series J – 1,163,548 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively	1	1
Common stock - $0.001 par value; 750,000,000 shares authorized; and 51,374,417 and 50,650,478 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively	51	51
Additional paid-in capital	543,327	540,171
Accumulated deficit	(533,195)	(528,685)
Noncontrolling interest	(169)	(169)
Total Stockholders’ Equity	10,016	11,370
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$25,539	$25,399

The accompanying notes are an integral part of these consolidated financial statements.

June 30,
2018

December 31,
2017

ASSETS

(unaudited)

Current Assets:

Cash and cash equivalents
$1,096,000
$576,000
Prepaid expenses
  -
  -
Total Current Assets
  1,096,000
  576,000



Intangible assets
  253,777,000
  253,777,000
Loan costs
  126,000
  -
Deposits
  9,000
  9,000
Fixed assets, net
  6,000
  6,000
Total Other Assets
  253,918,000
  253,792,000
TOTAL ASSETS
$255,014,000
$254,368,000
LIABILITIES AND STOCKHOLDERS’ EQUITY


Current Liabilities:


Accounts payable
$1,887,000
$2,546,000
Accrued expenses
  178,000
  102,000
Line of credit
  31,000
  31,000
Convertible debentures, net of discount of $905,000
  6,856,000
  -
Total Current Liabilities
  8,952,000
  2,679,000



Total liabilities
  8,952,000
  2,679,000



Stockholders’ Equity:


Convertible preferred stock - $0.001 par value; 15,000,000 shares authorized:


Series C - 96,230 and 96,230 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively
  1,000
  1,000
Series J – 1,163,548 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively
  1,000
  1,000
Common stock - $0.001 par value; 750,000,000 shares authorized; and 50,117,977 and 50,117,977 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively
  50,000
  50,000
Additional paid-in capital
  534,849,000
  521,305,000
Accumulated deficit
  (288,670,000)
  (269,499,000)
Noncontrolling interest
  (169,000)
  (169,000)
Total Stockholders’ Equity
  246,062,000
  251,689,000
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$255,014,000
$254,368,000

GT Biopharma, Inc. and Subsidiaries
March 31, 2019 and 2018
Statements of Operations
(in Thousands, Except per Share Data)
	March 31,
	2019	2018
Revenue:	(unaudited)	(unaudited)
License revenues	$-	$-
TOTAL REVENUE	-	-
Cost of License Revenue	-	-
Gross profit	-	-
Operating Expenses:
Research and development	834	3,473
Selling, general and administrative	3,222	3,687
Total operating expenses	4,056	7,160
Loss from Operations	(4,056)	(7,160)
Other income (expense)
Interest expense/income	(454)	(2,931)
Total Other Income (Expense)	(454)	(2,931)
Loss before minority interest and provision for income taxes	(4,510)	(10,091)
Less: Loss attributable to the noncontrolling interests	-	-
Loss before provision for income taxes	(4,510)	(10,091)
Provision for income taxes	-	-
Net loss	(4,510)	(10,091)
Loss per share
Basic	$(0.09)	$(0.20)
Diluted	$(0.09)	$(0.20)

Weighted Average Shares Outstanding – basic and diluted
Basic	51,092,886	50,117,977
Diluted	51,092,886	50,117,977

The accompanying notes are an integral part of these consolidated financial statements.

GT Biopharma, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2019 and 2018
(in Thousands)

	2019	2018
	(unaudited)	(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$(4,510)	$(10,091)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1	1
Stock compensation expense for options and warrants issued to employees and non-employees	2,565	3,060
Amortization of debt discounts	163	2,665
Non-cash interest expense	-	266
Amortization of loan costs	-	407
Changes in operating assets and liabilities:
Other assets	3	-
Accounts payable and accrued liabilities	817	(534)
Net cash used in operating activities	(961)	(4,226)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of fixed assets	-	(2)
Net cash used by investing activities	0	(2)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable	1,052	7,055
Loan costs	-	(533)
Repayment of note payable	(100)	-
Net cash provided by financing activities	952	6,522
Minority interest	-	-
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(9)	2,294
CASH AND CASH EQUIVALENTS - Beginning of period	60	576
CASH AND CASH EQUIVALENTS - End of period	$51	$2,870

Supplemental disclosures:
Interest paid	$-	$-
Income taxes paid	$-	$-

Supplemental disclosures:
Issuance of common stock upon conversion of convertible notes	$430	$-
Issuance of common stock upon conversion of accrued interest	$4	$-

The accompanying condensed notes are an integral part of these consolidated financial statements.

Three Months Ended June 30,

Six Months Ended June 30,

2018

2017

2018

2017

Product revenues
$-
$-
$-
$-
License revenue
  -
  -
  -
  -
Total revenue
  -
  -
  -
  -
Cost of product revenue
  -
  -
  -
  -
Gross profit
  -
  -
  -
  -
Operating expenses




Research and development
  3,251,000
  241,000
  6,724,000
  385,000
Selling, general and administrative expenses
  1,906,000
  1,044,000
  5,593,000
  2,438,000
Total operating expenses
  5,157,000
  1,285,000
  12,317,000
  2,823,000
Loss from operations
  (5,157,000)
  (1,285,000)
  (12,317,000)
  (2,823,000)
Other income (expense)




Interest expense
  (3,924,000)
  (1,178,000)
  (6,855,000)
  (4,698,000)
Total other income (expense)
  (3,924,000)
  (1,178,000)
  (6,855,000)
  (4,698,000)
Loss before minority interest and provision for income taxes
  (9,081,000)
  (2,463,000)
  (19,172,000)
  (7,521,000)
Plus: net (income) loss attributable to the noncontrolling interest
  -
  -
  -
  -
Loss before provision for income taxes
  (9,081,000)
  (2,463,000)
  (19,172,000)
  (7,521,000)
Provision for income tax
  -
  -
  -
  -
Net loss
  (9,081,000)
  (2,463,000)
  (19,172,000)
  (7,521,000)
Weighted average common shares outstanding – basis and diluted




Basic
  50,117,977
  479,053
  50,117,977
  335,450
Diluted
  50,117,977
  479,053
  50,117,977
  335,450
Net loss per share




Basic
$(0.18)
$(5.14)
$(0.38)
$(22.42)
Diluted
$(0.18)
$(5.14)
$(0.38)
$(22.42)

2018

2017

(unaudited)

(unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss
$(19,172,000)
$(7,521,000)
Adjustments to reconcile net loss to net cash used in operating activities:


Depreciation
  2,000
  1,000
Stock compensation expense for options and warrants issued to employees and non-employees
  6,489,000
  1,524,000
Amortization of debt discounts
  6,855,000
  1,376,000
Note Allonge

  100,000
Non-cash interest expense
  -
  2,197,000
Amortization of loan costs
  407,000
  -
Changes in operating assets and liabilities:


Other assets
  -
  -
Accounts payable and accrued liabilities
  (581,000)
  1,282,000
Net cash used in operating activities
  (6,000,000)
  (1,041,000)
CASH FLOWS FROM INVESTING ACTIVITIES:


Acquisition of fixed assets
  (2,000)
  -
Net cash used by investing activities
  (2,000)
  0
CASH FLOWS FROM FINANCING ACTIVITIES:


Proceeds from notes payable
  7,055,000
  1,061,000
Loan costs
  (533,000)
  -
Repayment of note payable
  -
  -
Net cash provided by financing activities
  6,522,000
  1,061,000
Minority interest
  -
  -
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
  520,000
  20,000
CASH AND CASH EQUIVALENTS - Beginning of period
  576,000
  19,000
CASH AND CASH EQUIVALENTS - End of period
$1,096,000
$39,000



Supplemental disclosures:


Interest paid
$-
$-
Income taxes paid
$-
$-



Supplemental disclosures:


Issuance of common stock upon conversion of convertible notes
$-
$2,025,000
Issuance of common stock upon conversion of accrued interest
$-
$486,000

We are a clinical stage biopharmaceutical company focused on the development and commercialization of novel immunooncology products based off our proprietary Trispecific Killer Engager (TriKE), Tetraspecific Killer Engager (TetraKE) and bispecific Antibody Drug Conjugate (ADC) technology platforms. Constructs include bispecific and trispecific scFv constructs, proprietary drug payloads, bispecific targeted antibodydrug conjugates, as well as tri and tetraspecific antibodydirected cellular cytotoxicity, or ADCC. Our proprietary tri and tetraspecific ADCC platform engages natural killer cells, or NK cells. NK cells are cytotoxic lymphocytes of the innate immune system capable of immune surveillance. NK cells mediate ADCC through the highly potent CD16 activating receptor. Upon activation, NK cells deliver a store of membrane penetrating apoptosis inducing molecules. Unlike T cells, NK cells do not require antigen priming.

Also, we have a CNS portfolio consisting of innovative reformulations and/or repurposing of existing therapies. We believe these new therapeutic agents address numerous unmet medical needs that can lead to improved efficacy while addressing tolerability and safety issues that tended to limit the usefulness of the original approved drug. These CNS drug candidates address disease states such as chronic neuropathic pain, myasthenia gravis and motion sickness.Business

In 1965, the corporate predecessor of GT Biopharma, Diagnostic Data, Inc. was incorporated in the State of California. Diagnostic Data changed its incorporation to the State of Delaware in 1972. and changed its name to DDI Pharmaceuticals, Inc. in 1985. In 1994, DDI Pharmaceuticals merged with International BioClinical, Inc. and Bioxytech S.A. and changed its name to OXIS International, Inc. In July 2017, the Company changed its name to GT Biopharma, Inc.

We are a clinical stage biopharmaceutical company focused on the development and commercialization of novel immuno-oncology products based off our proprietary Natural Killer (NK) cell engager (Tri-specific Killer Engager (TriKE) & Tetra-specific Killer Engager (TetraKE)) and bi-specific Antibody Drug Conjugate (bispecific-ADC) technology platforms. Our TriKE and TetraKE platforms generate proprietary moieties designed to harness and enhance the cancer killing abilities of a patient’s own natural killer, or NK, cells. Once bound to a NK cell, our moieties are designed to stimulate the NK cell and precisely direct it to one or more specifically-targeted proteins (tumor antigens) expressed on a specific type of cancer, ultimately resulting in the cancer cell’s death. TriKEs and TetraKEs are made up of recombinant fusion proteins, can be designed to target tumor antigens on hematologic malignancies, sarcomas or solid tumors and do not require patient-specific customization. They are designed to be dosed in an outpatient setting and are expected to have reasonably low cost of goods. Our bispecific-ADC platform can generate product candidates that are ligand-directed single-chain fusion proteins that simultaneously target two tumor antigens. We believe our bispecific-ADC moieties represents the next generation of ADCs.

The Company has incurred substantial losses and negative cash flows from operations since its inception and has an accumulated deficit of ~~$289~~$533.3 million and cash of ~~$1.1 million~~$51 thousand as of ~~June 30, 2018.~~March 31, 2019. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales of its products currently in development. Substantial additional financing will be needed by the Company to fund its operations and to commercially develop its product candidates. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management is currently evaluating different strategies to obtain the required funding for future operations. These strategies may include but are not limited to: public offerings of equity and/or debt securities, payments from potential strategic research and development, and licensing and/or marketing arrangements with pharmaceutical companies. Management ishas also ~~implementing~~implemented cost saving efforts, including reduction in executive ~~salaries.~~salaries and reduced travel. Management believes that these ongoing and planned financing endeavors, if successful, will provide adequate financial resources to continue as a going concern for at least the next six months from the date the financial statements are issued. however, there can be no assurance in this regard. If the Company is unable to secure adequate additional funding, ~~in 2018,~~ its business, operating results, financial condition and cash flows may be materially and adversely affected.

The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities revenues and expenses and disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and disclosures required by U.S. GAAP for complete consolidated financial statements have been condensed or omitted herein. The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Form 10-K for the year ended December 31, ~~2017.~~2018. The unaudited interim condensed consolidated financial information presented herein reflects all normal adjustments that are, in the opinion of management, necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. The Company is responsible for the unaudited interim consolidated financial statements included in this report. The results of operations of any interim period are not necessarily indicative of the results for the full year.

The Company's cash and cash equivalents, marketable securities and accounts receivable are monitored for exposure to concentrations of credit risk. The Company maintains substantially all of its cash balances in a limited number of financial institutions. The balances are each insured by the Federal Deposit Insurance Corporation up to $250,000. The Company had ~~$845,000 of~~no balances in excess of this limit at ~~June 30, 2018.~~March 31, 2019.

~~The Company's~~Our long-lived assets ~~currently consist~~include property, plant and equipment, capitalized costs of ~~capitalized patents~~filing patent applications and other indefinite lived intangible assets. ~~The Company evaluates its~~We evaluate our long-lived assets for impairment, other than indefinite lived intangible assets, in accordance with ASC 360, whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Estimates of future cash flows and timing of events for evaluating long-lived assets for impairment are based upon management’s judgment. If any of ~~the Company's~~our intangible or long-lived assets are considered to be impaired, the amount of impairment to be recognized is ~~equal to~~ the excess of the carrying amount of the assets over its fair value.

The Company's long-lived assets currently consist of indefinite lived intangible assets associated with IPR&D (“In-Process Research & Development”) projects and related capitalized patents acquired in the acquisition of Georgetown Translational Pharmaceuticals, Inc. as described in Note 2 below. Intangible assets associated with IPR&D projects are not amortized until approval by the Food and Drug Administration (FDA) is obtained in a major market subject to certain specified conditions and management judgment. The useful life of an amortizing asset generally is determined by identifying the period in which substantially all of the cash flows are expected to be generated.

The Company evaluates indefinite lived intangible assets for impairment at least annually and whenever impairment indicators are present in accordance with ASC 350. When necessary, the Company records an impairment loss for the amount by which the fair value is less than the carrying value of these assets. The fair value of intangible assets other than goodwill is typically determined using the “relief from royalty method”, specifically the discounted cash flow method utilizing Level 3 fair value inputs. Some of the ~~assets. There was no impairment of any~~more significant estimates and assumptions inherent in this approach include: the amount and timing of the ~~indefinite lived intangibles during~~projected net cash flows, which includes the ~~six months ended June 30, 2018~~expected impact of competitive, legal and/or regulatory forces on the projections and the impact of technological risk associated with IPR&D assets, as well as the selection of a long-term growth rate; the discount rate, which seeks to reflect the various risks inherent in the projected cash flows; and the tax rate, which seeks to incorporate the geographic diversity of the projected cash flows.

The Company performs impairment testing for all other long-lived assets whenever impairment indicators are present. When necessary, the Company calculates the undiscounted value of the projected cash flows associated with the asset, or asset group, and compares this estimated amount to the carrying amount. If the carrying amount is found to be greater, we record an impairment loss for the excess of book value over fair value.

The Company accounts for income taxes using the asset and liability approach, whereby deferred income tax assets and liabilities are recognized for the estimated future tax effects, based on current enacted tax laws, of temporary differences between financial and tax reporting for current and prior periods. Deferred tax assets are reduced, if necessary, by a valuation allowance if the corresponding future tax benefits may not be realized.

Basic net income (loss) per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period, plus the potential dilutive effect of common shares issuable upon exercise or conversion of outstanding stock options and warrants during the period. The weighted average number of potentially dilutive common shares excluded from the calculation of net income (loss) per share totaled in ~~1,695,686~~22,731,781 and ~~1,030,951~~4,553,668 as of ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively.

Acquired patents are capitalized at their acquisition cost or fair value. The legal costs, patent registration fees and models and drawings required for filing patent applications are capitalized if they relate to commercially viable technologies. Commercially viable technologies are those technologies that are projected to generate future positive cash flows in the near term. Legal costs associated with patent applications that are not determined to be commercially viable are expensed as incurred. All research and development costs incurred in developing the patentable idea are expensed as incurred. Legal fees from the costs incurred in successful defense to the extent of an evident increase in the value of the patents are capitalized.

●

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. The Company’s Level 2 liabilities consist of liabilities arising from the issuance of convertible securities and in accordance with ASC 815-40: a warrant liability for detachable warrants, as well as an accrued derivative liability for the beneficial conversion feature. These liabilities are remeasured each reporting period. Fair value is determined using the Black-Scholes valuation model based on observable market inputs, such as share price data and a discount rate consistent with that of a government-issued security of a similar maturity. There were not such liabilities at ~~June 30, 2018.~~March 31, 2019.

Non-refundable, up-front fees that are not contingent on any future performance by us, and require no consequential continuing involvement on our part, are recognized as revenue when the license term commences and the licensed data, technology and/or compound is delivered. We defer recognition of non-refundable upfront fees if we have continuing performance obligations without which the technology, right, product or service conveyed in conjunction with the non-refundable fee has no utility to the licensee that is separate and independent of our performance under the other elements of the arrangement. In addition, if we have continuing involvement through research and development services that are required because our know-how and expertise related to the technology is proprietary to us, or can only be performed by us, then such up-front fees are deferred and recognized over the period of continuing involvement.

In February 2016, the Financial Accounting Standards Board (“FASB”) issued new guidance related to accounting for leases, Accounting Standards codification Topic 842 (ASC 842). We adopted the new guidance on January 1, 2019 using the modified retrospective approach and the optional transition method. Under this adoption method, comparative prior periods were not adjusted and continue to be reported with our historical accounting policy. The primary impact of adopting this standard was the recognition of $173 thousand in operating lease liabilities and $165 thousand in right of use assets.

On September 1, 2017, the Company entered into an Agreement and Plan of Merger whereby it acquired 100% of the issued and outstanding capital stock of Georgetown Translational Pharmaceuticals, Inc. (GTP). In exchange for the ownership of GTP, the Company issued a total of 16,927,878 shares of its common stock, having a share price of $15.00on the date of the transaction,, to the three prior owners of GTP which ~~represents~~represented 33% of the issued and outstanding capital stock of the Company on a fully diluted basis. ~~$253,777,000~~ $253.8 million of the value of shares issued ~~were~~was allocated to intangible assets consisting of a portfolio of three CNS development candidates, which are classified as IPR&D.

. As of September 30, 2018, the Company recorded an intangible asset impairment charge of $228.5 million related to the portfolio of CNS IPR&D assets within Operating Expenses, which represents the excess carrying value compared to fair value. The impairment charge was the result of both internal and external factors. In the 3rdquarter of 2018, the Company experienced changes in key senior management, led by the appointment of a new CEO with extensive experience in oncology drug development. These changes resulted in the prioritization of immuno-oncology development candidates relative to CNS development candidates. In conjunction with these strategic changes, limited internal resources have delayed the development of the CNS IPR&D assets. The limited resources, changes in senior leadership, and favorable market conditions for immuno-oncology development candidates have resulted in the Company choosing to focus on development of its immuno-oncology portfolio. In light of this shift in market strategy, the Company performed a commercial assessment and a valuation of the CNS IPR&D assets, both to assess fair value and support potential future licensing efforts. The valuation indicated an excess carrying value over the fair value of these assets, resulting in the impairment charge noted above.

The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If any of the Company's long-lived assets are considered to be impaired, the amount of impairment to be recognized is equal to the excess of the carrying amount of the assets over the fair value of the ~~assets. There~~CNS IPR&D assets was ~~no impairment of any~~determined using the discounted cash flow method which utilized significant estimates and assumptions surrounding the amount and timing of the ~~indefinite lived intangibles during~~projected net cash flows, which includes the ~~six months ended June 30, 2018.~~probability of commercialization, the assumption that the assets would be out-licensed to third-parties for continued development for upfront licensing fees and downstream royalty payments based on net sales, and expected impact of competitive, legal and/or regulatory forces on the projections, as well as the selection of a long-term growth rate; the discount rate, which seeks to reflect the various risks inherent in the projected cash flows; and the tax rate, which seeks to incorporate the geographic diversity of the projected cash flows.

On January 22, 2018, the Company entered into a Securities Purchase Agreement (“SPA”) with ~~the~~ fourteen accredited investors (individually, a “Buyer” and collectively, the “Buyers”) pursuant to which the Company ~~has~~ agreed to issue to the Buyers senior convertible notes in an aggregate principal amount of $7,760,510 (the “Notes”), which Notes shall be convertible into the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price of $4.58 per share, and five-year warrants to purchase the Company’s Common Stock representing the right to acquire an aggregate of approximately 1,694,440 shares of Common Stock (the “Warrants”).

Pursuant to the terms of SPA the Notes ~~are~~were subject to an original issue discount of 10% resulting in proceeds to the Company of $7,055,000 from the transaction. The Notes are due on July 22, 2018. The Notes are convertible, at the option of the Buyers, at any time prior to payment in full, into shares of common stock of the Company at a price of $4.58 per share (“Conversion Price”). According to the terms of the note agreement, the Notes are subject to certain adjustments depending upon the price and structure of a subsequent financing, including a qualified financing with gross proceeds of at least $20 million~~, as defined in the agreements.~~

Upon the purchase of the Notes, the Buyers received Warrants to purchase 1,694,440 shares of Common Stock. Such Warrants are exercisable for (5) years from the date the shares underlying the Warrants are freely saleable. The initial Exercise Price is $4.58. According to the terms of the warrant agreement, the Warrants are subject to certain adjustments depending upon the price and structure of a subsequent financing, including a qualified financing with gross proceeds of at least $20 million, as defined in the agreements.

On August 2, 2018, GT Biopharma, Inc. (the “Company”) entered into a Securities Purchase Agreement with the purchasers identified on the signature pages thereto (individually, a “Purchaser,” and collectively, the “Purchasers”) pursuant to which the Company issued to the Purchasers one year 10% Senior Convertible Debentures in an aggregate principal amount of $5,140,000 (the “Debentures”), which Debentures shall be convertible into the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price of $2 per share. The Company used a portion of these proceeds to repay $4.4 million of the notes issued on January 22, 2018. Additionally, the remaining $3.3 million of the notes issued on January 22, 2018 were converted into the Debentures at the same terms discussed above.

On September 7, 2018, GT Biopharma, Inc. (the “Company”) entered into a Securities Purchase Agreement with the purchasers identified on the signature pages thereto (individually, a “Purchaser,” and collectively, the “Purchasers”) pursuant to which the Company has issued to the Purchasers one year 10% Senior Convertible Debentures in an aggregate principal amount of $2,050,000 (the “Debentures”), which Debentures shall be convertible into the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price of $2 per share.

On September 24, 2018, GT Biopharma, Inc. (the “Company”) entered into a Securities Purchase Agreement with the purchasers identified on the signature pages thereto (individually, a “Purchaser,” and collectively, the “Purchasers”) pursuant to which the Company has issued to the Purchasers one year 10% Senior Convertible Debentures in an aggregate principal amount of $800,000 (the “Debentures”), which Debentures shall be convertible into the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price of $2 per share.

On February 4, 2019, GT Biopharma, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers identified on the signature pages thereto (individually, a “Purchaser,” and collectively, the “Purchasers”), pursuant to which the Company issued to the Purchasers, on February 4, 2019, Secured Convertible Notes in an aggregate principal amount of $1,352,224 (the “Notes”), consisting of gross proceeds of $1,052,224 and settlement of existing debt of $300,000, which Notes shall be convertible at any time after issuance into shares (the “Conversion Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a conversion price of $0.60 per share (the “Conversion Price”).

The Notes accrue interest at the rate of 10% per annum and mature on August 2, 2019. Interest on the Notes is payable in cash or, at a Purchaser’s option, in shares of Common Stock at the Conversion Price. Upon the occurrence of an event of default, interest accrues at 18% per annum. The Notes contain customary default provisions, including provisions for potential acceleration, and covenants, including negative covenants regarding additional indebtedness and dividends. The Conversion Price is subject to adjustment due to certain events, including stock dividends and stock splits, and is subject to reduction in certain circumstances if the Company issues Common Stock or Common Stock equivalents at an effective price per share that is lower than the Conversion Price then in effect. The Company may only prepay the Notes with the prior written consent of the respective Purchasers thereof.

Contemporaneously with the execution and delivery of the Purchase Agreement, on February 4, 2019, the Company and certain of its wholly-owned subsidiaries entered into a Security Agreement (the “Security Agreement”) with Alpha Capital Anstalt, as collateral agent on behalf of the Purchasers, and with the Purchasers, pursuant to which the Purchasers have been granted a first-priority security interest in substantially all of the assets of the Company and such subsidiaries securing (i) an aggregate principal amount of $1,352,224 of Notes and (ii) an aggregate principal amount of $9,058,962 of the Company’s 10% Senior Convertible Debentures issued on August 2, 2018, September 7, 2018 and September 24, 2018 held by such Purchasers.

The Purchase Agreement contains customary representations, warranties and covenants, including covenants, subject to certain exceptions, that the Company, until the date on which less than 10% of the Notes are outstanding, shall not effect any Variable Rate Transaction (as defined in the Purchase Agreement) and that, for as long as a Purchaser holds any Notes or Conversion Shares, the Company shall amend the terms and conditions of the Purchase Agreement and the transactions contemplated thereby with respect to such Purchaser to give such Purchaser the benefit of any terms or conditions under which the Company agrees to issue or sell any Common Stock or Common Stock equivalents that are more favorable to an investor than the terms and conditions granted to such Purchaser under the Purchase Agreement and the transactions contemplated thereby.

In addition, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers, pursuant to which the Company has agreed to file, within 14 days after February 4, 2019, one or more registration statements on Form S-3 (or, if Form S-3 is not then available to the Company, such form of registration that is then available to effect a registration for resale of the subject securities) covering the resale of all Conversion Shares, subject to certain penalties set forth in the Registration Rights Agreement. The Form S-3 was filed by the Company on February 14, 2019.

On November 8, 2010, the Company entered into a financing arrangement with Gemini Pharmaceuticals, Inc., a product development and manufacturing partner of the Company, pursuant to which Gemini Pharmaceuticals made a $250,000 strategic equity investment in the Company and agreed to make a $750,000 purchase order line of credit facility available to the Company. The outstanding principal of all Advances under the Line of Credit will bear interest at the rate of interest of prime plus 2 percent per annum. There is $31,000 due on this credit line at ~~June 30, 2018.~~

On September 1, 2017, the Company authorized 2,000,000 shares of Series J Preferred Stock. Shares of Series J Preferred Stock will have the same voting rights as shares of common stock with each share of Series J Preferred Stock entitled to one vote at a meeting of the shareholders of the Corporation. Shares of Series J Preferred Stock will not be entitled to receive any dividends, unless and until specifically declared by our board of directors. The holders of the Series J Preferred Stock will participate, on an as-if-converted-to-common stock basis, in any dividends to the holders of common stock. Each share of the Series J Preferred Stock is convertible into one share of our common stock at any time at the option of the holder.

We determine if a contractual arrangement is a lease at inception. Our lease arrangements provide the Company ~~has entered into~~the right to utilize certain specified tangible assets for a ~~three-year~~period of time in exchange for consideration. Our leases primarily relate to building office space. Our leases currently consist solely of operating leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet.

We recognize a lease ~~agreement for its office in Washington, D.C. In addition to minimum rent, certain leases require payment~~liability and a right of ~~real estate taxes, insurance, common area maintenance charges~~use asset at the lease commencement date based on the present value of the future lease payments over the lease term discounted using our incremental borrowing rate. Implicit interest rates within our lease arrangements are rarely determinable. Right of use assets also include, if applicable, prepaid lease payments and ~~other executory costs. The Company recognizes rent~~initial direct costs, less incentives received.

On February 14, 2018, the Company entered into the First Amendment to the Employment Agreement with Dr. Clarence-Smith, amending the Employment Agreement, dated September 1, 2017, between the Company and Dr. Clarence-Smith. Under the First Amendment, Dr. Clarence-Smith’s title has been revised to reflect her new position and she will be paid an annual salary of $500,000, paid in equal monthly installment. All other terms of her original Employment Agreement remain unchanged.

~~On February 14,~~October 18, 2018, the Company entered into a Consultant Agreement with ~~Mr.~~Anthony Cataldo. The term of the Consultant Agreement ~~lasts~~shall remain in effect until ~~August 31, 2020~~September 30, 2019. This Agreement supersedes the Consultant Agreement dated February 14, 2018 and ~~is terminable at~~ will ~~and is subject to automatic extension for successive one-year periods.~~pay Mr. Cataldo ~~will be paid $41,666.67~~$25,000 per month during the term of the ~~Consultant Agreement and will be entitled to participate in the Company’s bonus plans.~~Agreement.

On ~~February 15,~~October 19, 2018, the Company entered into an Executive Employment Agreement with ~~Mr. Cross, pursuant to which Mr. Cross will be employed~~Dr. Urbanski, reflecting his current position as ~~the Company’s~~ Chief Executive ~~Officer. The term~~Officer of the ~~Executive Employment Agreement is three years and is terminable at will by either~~Company. Under the ~~Company or Mr. Cross and subject to automatic extensions for successive one year periods.~~ ~~Mr. Cross~~ ~~will be paid an~~terms of this agreement, Dr. Urbanski’s annual salary ~~of $500,000, paid in equal monthly installment. Mr. Cross~~is essentially unchanged from his previous positions. Dr. Urbanski is also entitled to participate in the Company’s bonus plans. Under the Executive Employment Agreement, the Company has agreed that itupon shareholder approval of a Stock Option Plan, it will recommend to the Board that the Company grant ~~Mr. Cross an~~Dr. Urbanski a Non-Qualified stock option to purchase ~~2,000,000~~2,971,102 shares of the Company’s common stock athaving an exercise ~~price~~ equal to the fair market value of ~~each share as determined by~~ the ~~Board as of~~shares on the date of the ~~grant.~~Agreement. The stock option grant would vest according to the following schedule: (i) ~~34%~~1,250,000 fully vested shares upon signing of the agreement, (ii) 1,250,000 shares on ~~February 15, 2018, (ii) 33% of the shares on February 15,~~January 1, 2019, and (iii) ~~33% of the~~471,102 shares on ~~February~~January 1, 2020. On March 15, ~~2020. Mr. Cross~~2019, Dr, Urbanski resigned his position as ~~the~~ Chief Executive Officer, President and ~~from the Board of Directors effective July 2, 2018.~~

If any of our executive officers’ employment with us is terminated involuntarily, or any executive resigns with good reason as a result of a change in control, the executive will receive (i) all compensation and benefits earned through the date of termination of employment; (ii) a lump-sum payment equal to the greater of (a) the bonus paid or payable to the executive for the year immediately prior to the year in which the change in control occurred and (b) the target bonus under the performance bonus plan in effect immediately prior to the year in which the change in control occurs; (iii) a lump-sum payment equivalent to the remaining base salary (as it was in effect immediately prior to the change in control) due to the executive from the date of involuntary termination to the endChairman of the term of the employment agreement or one half of the executive’s base salary then in effect, whichever is the greater; and (iv) reimbursement for the cost of medical, life, disability insurance coverage at a level equivalent to that provided by us for a period expiring upon the earlier of (a) one year or (b) the time the executive begins alternative employment where said insurance coverage is available and offered to the executive.

In connection with the securities purchase agreements and debt transactions during and previous the year ended December 31, 2017, the Company issued warrants, to purchase common stock with a five-year term. Upon issuance of the warrants, the Company evaluated the note agreement to determine if the agreement contained any embedded components that would qualify the agreement as a derivative. The Company identified certain put features embedded in the warrants that potentially could result in a net cash settlement in the event of a fundamental transaction, requiring the Company to classify the warrants as a derivative liability. The Company changed its method of accounting for the debt and warrants through the early adoption of ASU 2017-11 during the six months ended June 30, 2018 on a retrospective basis. Accordingly, the Company recorded the warrant derivative and conversion option derivative liabilities to additional paid in capital upon issuance.

On ~~August 2, 2018, GT Biopharma, Inc.~~April 4, 2019, the Company filed a Certificate of Designation with the Office of the Secretary of State of the State of Delaware. The Certificate of Designation designated 3,000,000 shares of preferred stock as Series J-1 Preferred Stock. A copy of the Certificate of Designation detailing the rights and preferences of the stock is attached hereto as Exhibit 3.1. In the State of Delaware, the Certificate of Designation has the effect of amending the Certificate of Incorporation by adding to the Certificate of Incorporation the terms and conditions of the Designation and the stock designated.

On April 19, 2019, the Companyissued a total of 2,353,548 shares of Series J-1 Preferred Stock (the ~~“Company”~~"Shares") to a total of two entities. The Shares are convertible into shares of common stock of the Registrant at the rate of $0.60 per share. The issuance was exempt from the registration requirements of Section 5 of the Securities Act of 1933 pursuant to Section 4(2) of the same Act since the issuance of the Shares did not involve any public offering.

In addition, the Company entered into a ~~Securities Purchase Agreement~~letter agreement with the ~~purchasers identified on the signature pages thereto (individually, a “Purchaser,” and collectively, the “Purchasers”)~~two entities, pursuant to which the Company has ~~issued~~agreed to include the ~~Purchasers one year 10% Senior Convertible Debentures in an aggregate principal amount~~shares of ~~$5,140,000 (the “Debentures”), which Debentures shall be convertible into the Company’s~~ common stock ~~par value $0.001 per share~~issuable upon full conversion of the Series J-1 Preferred Stock in the next registration statement that the Company files (the ~~“Common Stock”~~"Piggyback Registration Statement")~~, at a price of $2 per share.~~. The Company must file the Piggyback Registration Statement on or before August 30, 2019.

Some of the statements in the Form 10-Q are forward-looking statements about what may happen in the future. Forward-looking statements include statements regarding our current beliefs, goals, and expectations about matters such as our expected financial position and operating results, our business strategy, and our financing plans. The forward-looking statements in the Form 10-Q are not based on historical facts, but rather reflect the current expectations of our management concerning future results and events. The forward-looking statements generally can be identified by the use of terms such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely” or other similar words or phrases. Similarly, statements that describe our objectives, plans or goals are or may be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be different from any future results, performance and achievements expressed or implied by these statements. We cannot guarantee that our forward-looking statements will turn out to be correct or that our beliefs and goals will not change. Our actual results could be very different from and worse than our expectations for various reasons. You should review carefully all information, including the discussion of risk factors under “Item 1A: Risk Factors” and “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Form 10-K for the year ended December 31, ~~2017.~~2018. Any forward-looking statements in the Form 10-Q are made only as of the date hereof and, except as may be required by law, we do not have any obligation to publicly update any forward-looking statements contained in this Form 10-Q to reflect subsequent events or circumstances.

We area clinical stage biopharmaceutical company ~~predominantly~~ focused on the development and commercialization of novel immuno-oncology products based off our proprietary Tri-specific Killer Engager (TriKE), Tetra-specific Killer Engager (TetraKE) and bi-specific Antibody Drug Conjugate (ADC) technology platforms. Our ~~TriKE~~immuno-oncology portfolio is based off a proprietary technology platform consisting of single-chain bi-, tri- and ~~TetraKE platforms generate~~tetra-specific scFv’s, combined with proprietary ~~moieties designed to harness~~antibody-drug linkers and ~~enhance the cancer killing abilities of a patient’s own~~drug payloads. Constructs include bispecific and trispecific scFv constructs, proprietary drug payloads, bispecific targeted antibody-drug conjugates, or ADCs, as well as tri- and tetra-specific antibody-directed cellular cytotoxicity, or ADCC. Our proprietary tri- and tetra-specific ADCC platform engages natural killer cells, or NK cells. ~~Once bound to~~NK cells are cytotoxic lymphocytes of the innate immune system capable of immune surveillance. NK cells mediate ADCC through the highly potent CD16 activating receptor. Upon activation, NK cells deliver a store of membrane penetrating apoptosis-inducing molecules. Unlike T cells, NK cell, our moieties are designed to enhance the NK cell and precisely direct it to one or more specifically-targeted proteins (tumor antigens) expressed on a specific type of cancer, ultimately resulting in the cancer cell’s death. TriKEs and TetraKEs are made up of recombinant fusion proteins, can be designed to target certain tumor antigens on hematologic malignancies, sarcomas or solid tumors andcells do not require patient-specific customization. They are designed to be dosed in a common outpatient setting similar to modern antibody therapeutics and are expected to have reasonably low cost of goods. Our ADC platform can generate product candidates that are bi-specific, ligand-directed single-chain fusion proteins that, we believe, represent the next generation of ADCs.

Our most advanced bi-specific ADC, which targets CD19+ and/or CD22+ hematological malignancies, is in the Phase 2 component of a Phase 1/2 Non-Hodgins Lymphoma (NHL)/Acute Lymphocytic Leukemia (ALL) trial which is an open-label, investigator-led study. We expect to be in a position to begin a First-in-Class, Phase 1 trial in CD33+ hematologic malignancies for our most advanced TriKE product candidate in the second half of 2018. We are initially targeting certain hematologic malignancies as we believe our product candidates may have certain advantages over existing and other in-development products. We are also focused on developing TetraKE product candidates designed to target the larger solid tumor population and are working towards beginning clinical trials in 2019.

Our TriKE product candidates are single-chain, tri-specific scFv recombinant fusion proteins composed of the variable regions of the heavy and light chains (or heavy chain only) of anti-CD16 antibodies, wild-type or a modified form of IL-15 and the variable regions of the heavy and light chains of an antibody designed to precisely target a specific ~~tumor antigen.~~ ~~We utilize~~ the NK stimulating cytokine human IL-15 as a crosslinker between the two scFvs which is designed to provide a self-sustaining signal leading to the proliferation and activation of NK cells thus enhancing their ability to kill cancer cells mediated by ~~antibody-dependent cell-mediated cytotoxicity (ADCC). Our second TriKE product candidate, OXS-C3550, is a next-generation version of OXS-3550 containing a modified CD16 component.~~

Our TetraKE product candidates are single-chain fusion proteins composed of human single-domain anti-CD16 antibody, wild-type IL-15 and the variable regions of the heavy and light chains of two antibodies that are designed to target two specific ~~tumor antigens expressed on specific types of cancer cells.~~ An example of a TetraKE product candidate is OXS-1615 which is designed to target EpCAM and CD133 positive solid tumors. EpCAM is found on many solid tumor cells of epithelial origin and CD133 is a marker for cancer stem cells. OXS-1615 is designed to enable a patient’s NK cells to kill not only the heterogeneous population of cancer cells found in many solid tumors but also kill the cancer stem cells that can be responsible for recurrences.

~~Our TriKEs and TetraKEs are designed to act by binding to a patient’s NK cells and a specific tumor~~ antigen enabling an immune synapse between the now IL-15-enhanced NK cell and the targeted cancer cell. The formation of an immune synapse can induce NK cell activation which can lead to the death of the cancer cell. We believe the self-sustaining signal caused by our IL-15 cross-linker may enable prolonged and enhanced proliferation and activation of NK cells similar to the increased proliferation of T-cells caused by 41BB-L or CD28 intracellular domains in CAR-T therapy but without the need to enhance the patient’s NK cells ex vivo.

We are using our TriKE and TetraKE platforms with the intent to bring to market immuno-oncology products that can treat a range of hematologic malignancies, sarcoma and solid tumors. The platforms are scalable and we are putting processes in place to be able to produce IND-ready moieties in a timely manner after a specific TriKE or TetraKE conceptual design. After conducting market and competitive research, specific moieties can then be advanced into the clinic on our own or through potential collaborations with larger companies. We are also evaluating, in conjunction with our Scientific Advisory Board, additional moieties designed to target different tumor antigens. We believe our TriKEs and TetraKEs may have the ability, if approved for marketing, to be used on a stand-alone basis, augment the current monoclonal antibody therapeutics, be used in conjunction with more traditional cancer therapy and potentially overcome certain limitations of current chimeric antigen receptor, or CAR-T, therapy.

~~OXS-3550 is our first TriKE product candidate.~~ The OXS-3550 IND will focus on AML, the most common form of adult leukemia with 21,000 new cases expected in 2018 alone (American Cancer Society). These patients typically receive frontline therapy, usually chemotherapy, including cytarabine and an anthracycline, a therapy that has not changed in over 40 years. About half will have relapses and require alternative therapies. In addition, MDS incidence rates have dramatically increased in the population of the United States from 3.3 per 100,000 individuals from 2001-2004 to 70 per 100,000 annually, MDS is especially prevalent in elderly patients that have a median age of 76 years at diagnosis. The survival of patients with MDS is poor due to decreased eligibility, as a result of advanced age, for allogeneic hematopoietic cell transplantation (Allo-HSCT), the only curative MDS treatment (Cogle CR. Incidence and Burden of the Myelodysplastic Syndromes. ~~Curr Hematol Malig Rep~~. 2015; 10(3):272-281). We believe that OXS-3550 could serve as a relatively safe, cost-effective, and easy-to-use therapy for resistant/relapsing AML and MDS and could also be combined with chemotherapy as frontline therapy thus targeting the larger patient population.

The IND for OXS-3550 was filed in June 2017 by the University of Minnesota. FDA requested that additional preclinical toxicology be conducted prior to initiating clinical trials. The FDA also requested some additional information and clarifications on the manufacturing (CMC) and clinical packages. The requested additional information and clarifications have been completed and are being incorporated by us into the IND in eCTD format. We filed the IND amendment in June 2018 and expect to be in a position to begin a Phase 1 clinical trial in the second half of 2018.

We also believe our bi-specific, ligand-directed single-chain fusion proteins are examples of the next generation of ADCs. We believe OXS-1550 has certain properties that could result in competitive advantages over recently approved ADC products targeting leukemias and lymphomas and/or have utility other niche populations. In a Phase 1 trial, of nine patients that achieved adequate blood levels, in two heavily pretreated patients a continuous partial remission (PR) and complete remission (CR) were observed. One patient, who had failed multiple previous treatment regimens, has been in remission since early 2015.

OXS-1550 is being evaluated in a Phase 2 component of an investigator-led Phase 1/2 clinical trial in relapsed/refractory NHL/ALL patients. We recently assembled a Bi-Specific ADC Advisory Board to work with us to assess and interpret the OXS-1550 pre-clinical and clinical data, including an interim review of the Phase 1/2 study. Eighteen patients have been enrolled to date, including 12 NHL and six ALL patients. At the time of the interim review, 13 patients met the evaluation criteria, including nine NHL and four ALL patients. More than 50% of patients (seven of 13) exhibited a clinical benefit, defined as stable disease, partial remission or complete remission at Day 29. Of the seven patients, one demonstrated a complete remission (CR), one demonstrated a partial remission (PR) and five demonstrated stable disease (SD).

The efficacy signal was more prominent in ALL patients with 75% (three of four) exhibiting clinical benefit including one CR, one PR and one SD. In the NHL population, four of nine patients exhibited SD. Adverse events were mostly grade 1 and 2 and reversible. One patient had a grade 4 low platelet count, two patients had a grade 3 increase in liver function tests, or LFTs, and one patient had a grade 3 capillary leak.

Our initial and ongoing work is being conducted in collaboration with the Masonic Cancer Center at the University of Minnesota under research agreements led by Dr. Jeffrey Miller, the Deputy Director and Dr. Daniel Vallera, Director, Section of Molecular Cancer Therapeutics.Through these research agreements we have access to a range of capabilities and resources such as construct design and functional testing, early single-chain fusion protein GMP production, scientific and clinical expertise and experience including early phase human testing. Dr. Miller is a recognized leader in the field of NK cell and IL-15 biology and their therapeutic potential. We have exclusive rights to the TriKE and TetraKE platforms and are generating additional intellectual property around specific moieties.priming.

We also have a CNS portfolio consists of ~~three product candidates consisting of what we believe are~~ innovative reformulations and/or repurposing of existing therapies. We believe these therapeutic agents ~~may~~ address certain unmet medical needs that can lead to improved efficacy while addressing tolerability and safety issues that ~~may have limited~~tended to limit the usefulness of the original approved drug. Our CNS drug candidates ~~may~~ address disease states such as chronic neuropathic pain, myasthenia gravis and ~~motion sickness.~~vestibular disorders.

In January 2018, we completed a study in healthy volunteers for GTP-004, our product candidate for the treatment for the symptoms of myasthenia gravis. We also announced the initiation of an investigator led study in healthy volunteers for GTP-011, for the prevention of motion sickness, with data expected in the second half of 2018. We expect to take advantage of our CNS portfolio by generating what we believe to be proof-of-concept data and/or achieving other milestones, making what we believe are cost effective go/no-go decisions, and pursuing strategic transactions with commercialization-oriented pharmaceutical companies.

In January 22, 2018, the Company entered into a Securities Purchase Agreement (“SPA”) with the fourteen accredited investors (individually, a “Buyer” and collectively, the “Buyers”) pursuant to which the Company has agreed to issue to the Buyers senior convertible notes in an aggregate principal amount of $7,760,510 (the “Notes”), which Notes shall be convertible into the Company’s common stock, par value $0.001 per share (the “Common Stock”), and five-year warrants to purchase the Company’s Common Stock representing the right to acquire an aggregate of approximately 1,694,440 shares of Common Stock (the “Warrants”).

Pursuant to the terms of SPA the Notes are subject to an original issue discount of 10% resulting in proceeds to the Company of $7,055,000 from the transaction. The Notes are due on July 22, 2018. The Notes are convertible, at the option of the Buyers, at any time prior to payment in full, into shares of common stock of the Company at a price of $4.58 per share (“Conversion Price”). According to the terms of the note agreement, the Notes are subject to certain adjustments depending upon the price and structure of a subsequent financing, including a qualified financing with gross proceeds of at least $20 million~~, as defined in the agreements.~~

~~Upon the purchase of the Notes, the Buyers received Warrants to purchase~~ ~~1,694,440 shares of Common Stock. Such Warrants are exercisable for (5) years from the date the shares underlying the Warrants are freely saleable. The initial Exercise Price is $4.58.~~ According to the terms of the warrant agreement, the Warrants are subject to certain adjustments depending upon the price and structure of a subsequent financing, including a qualified financing with gross proceeds of at least $20 million~~, as defined in the agreements.~~

~~On August 2, 2018,~~February 4, 2019, GT Biopharma, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers identified on the signature pages thereto (individually, a “Purchaser,” and collectively, the “Purchasers”), pursuant to which the Company ~~has~~ issued to the Purchasers, ~~10% Senior~~on February 4, 2019, Secured Convertible ~~Debentures~~Notes in an aggregate principal amount of ~~$5,140,000~~$1,352,224 (the ~~“Debentures”~~“Notes”), consisting of gross proceeds of $1,052,224 and settlement of existing debt of $300,000, which ~~Debentures~~Notes shall be convertible at any time after issuance into shares (the “Conversion Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a conversion price of $2$0.60 per ~~share.~~share (the “Conversion Price”).

During the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ we incurred ~~$3,251,000~~$.8 million and ~~$241,000~~$3.5 million of research and development expenses. Research and development costs ~~increased~~decreased due primarily to the ~~addition of new~~reductions employees, ~~consultant costs~~consultants and preclinical ~~and clinical expenses and include $2.9 million of the expenses related to non-cash compensation.~~expenses. We anticipate our direct clinical costs to increase in second half of ~~2018~~2019 upon the initiation of a ~~Phase 1~~phase one clinical trial of our most advanced TriKe product candidate, OXS-3550.

~~During the six months ended June 30, 2018 and 2017, we incurred $5,593,000 and $2,438,000 of research and development expenses.~~ Research and development costs increased due primarily to the addition of new employees, consultant costs and preclinical and clinical expenses and include $6.0 million of the expenses related to non-cash compensation. We anticipate our direct clinical costs to increase in second half of 2018 upon the initiation of a Phase 1 clinical trial of our most advanced TriKe product candidate, OXS-3550.

The Company’s current operations have focused on business planning, raising capital, establishing an intellectual property portfolio, hiring, and conducting preclinical studies and clinical trials. The Company does not have any product candidates approved for sale and has not generated any revenue from product sales. The Company has sustained operating losses since inception and expects such losses to continue over the foreseeable future. During the three months ended March 31, 2019, the Company raised $1 million through a series of issuances of convertible debentures in February. We anticipate that cash utilized for selling, general, and administrative expenses will range between $1 and $2 million in the coming quarters, while research and development expenses will vary depending on clinical activities.

The Company has incurred substantial losses and negative cash flows from operations since its inception and has an accumulated deficit of ~~$289~~$533.4 million and cash of ~~$1.1 million~~$51 thousand as of ~~June 30, 2018.~~March 31, 2019. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales or revenue from out-licensing of its products currently in development. Substantial additional financing will be needed by the Company to fund its operations and to commercially develop its product candidates. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management is currently evaluating different strategies to obtain the required funding for future operations. These strategies may include but are not limited to: public offerings of equity and/or debt securities, payments from potential strategic research and development, ~~and~~ licensing and/or marketing arrangements with pharmaceutical companies. Management ishas also ~~implementing~~implemented cost saving efforts, including reduction in executive ~~salaries.~~salaries and reduced travel. Management believes that these ongoing and planned financing endeavors, if successful, will provide adequate financial resources to continue as a going concern for at least the next six months from the date the financial statements are issued; however, there can be no assurance in this regard. If the Company is unable to secure adequate additional funding, ~~in 2018,~~ its business, operating results, financial condition and cash flows may be materially and adversely affected.

Our long-lived assets include property, plant and equipment, capitalized costs of filing patent applications and goodwill and other assets. We evaluate our long-lived assets for impairment in accordance with ASC 360, whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Estimates of future cash flows and timing of events for evaluating long-lived assets for impairment are based upon management’s judgment. If any of our intangible or long-lived assets are considered to be impaired, the amount of impairment to be recognized is the excess of the carrying amount of the assets over its fair value.

Applicable long-lived assets are amortized or depreciated over the shorter of their estimated useful lives, the estimated period that the assets will generate revenue, or the statutory or contractual term in the case of patents. Estimates of useful lives and periods of expected revenue generation are reviewed periodically for appropriateness and are based upon management’s judgment. Goodwill and other assets are not amortized.

On an ongoing basis, management evaluates its estimates related to certain expenses and accrued liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

Our principal executive officer and principal financial officer evaluated the effectiveness of our “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the United States Securities Exchange Act of 1934, as amended), as of ~~June 30, 2018.~~March 31, 2019. Based on that evaluation we have concluded that our disclosure controls and procedures were not effective as of ~~June 30, 2018.~~March 31, 2019.

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, a company’s principal executive and principal financial officers and effected by a company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

All internal control systems, no matter how well designed, have inherent limitations and can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

As of ~~June 30, 2018,~~March 31, 2019, management of the company conducted an assessment of the effectiveness of the company’s internal control over financial reporting. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. In the course of the assessment, material weaknesses were identified in the company’s internal control over financial reporting.

Management determined that fundamental elements of an effective control environment were missing or inadequate as of ~~June 30, 2018.~~March 31, 2019. The most significant issues identified were: 1) lack of segregation of duties due to very small staff and significant reliance on outside consultants, and 2) risks of executive override also due to lack of established policies, and small employee staff. Based on the material weaknesses identified above, management has concluded that internal control over financial reporting was not effective as of ~~June 30, 2018.~~March 31, 2019. As the company’s operations increase, the company intends to hire additional employees in its accounting department.

On ~~June 23, 2016, we were served with a complaint~~December 24, 2018, Empery Asset Master, Empery Tax Efficient, LP, and Empery Tax Efficient II, LP (collectively, “Plaintiffs) filed in the ~~Circuit~~N.Y. Supreme Court, Index No. 656408/2018, alleging causes of action against the ~~13th Judicial Circuit~~Company for Breach of Contract, Liquidated Damages, Damages, and Indemnification. The claims arose out of a securities purchase agreement entered into between Plaintiffs and the Company pursuant to which the Company issued convertible notes and warrants to Plaintiffs in or around January 2018. Plaintiffs allege, inter alia, that the Company failed to pay Plaintiffs’ outstanding principal on or before the July 23, 2018 maturity date of said notes, failed to convert a portion of said notes in response to Plaintiffs’ conversion notice, and ~~for Hillsborough County, Florida, Case No. 16-CA-004791, by Lippert/Heilshorn~~failed to timely adjust the exercise price of said warrants. At issue are notes issued to Plaintiffs in the aggregate principal amount of approximately $2.2 million and ~~Associates, Inc. Lippert/Heilshorn and Associates, Inc. is alleging it is owed compensation for consulting services provided~~warrants representing the right of Plaintiffs to ~~us and is seeking payment~~acquire an aggregate of ~~$73,898. We have engaged legal counsel to answer~~480,352 shares of common stock in the ~~complaint.~~Company.

On February 15, 2017, MultiCell Immunotherapeutics, or MultiCell, filed an arbitration proceeding against us with the American Health Lawyers Association, Claim #3821. MultiCell is seeking $207,783 plus interest and costs of arbitration pursuant to alleged contract rights against us under a research agreement between MultiCell and us. Following a hearing held September 1, 2017, the arbitrator awarded MultiCell the payment amount of $207,783 plus interest in the amount of $34,699. We have engaged legal counsel to advise us in connection with this matter.

Pursuant to the terms of SPA the Notes are subject to an original issue discount of 10% resulting in proceeds to the Company of $7,055,000 from the transaction. The Notes are due on July 22, 2018. The Notes are convertible, at the option of the Buyers, at any time prior to payment in full, into shares of common stock of the Company at a price of $4.58 per share (“Conversion Price”). According to the terms of the note agreement, the notes are subject to certain adjustments depending upon the price and structure of a subsequent financing, including a qualified financing with gross proceeds of at least $20 million, as defined in the agreements.

Upon the purchase of the Notes, the Buyers received Warrants to purchase 1,694,440 shares of Common Stock. Such Warrants are exercisable for (5) years from the date the shares underlying the Warrants are freely saleable. The initial Exercise Price is $4.58. According to the terms of the warrant agreement, the notes are subject to certain adjustments depending upon the price and structure of a subsequent financing, including a qualified financing with gross proceeds of at least $20 million, as defined in the agreements.

Contemporaneously with the execution and delivery of the SPA, the Company and the Buyers executed and delivered a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities under the 1933 Act and the rules and regulations promulgated thereunder, and applicable state securities laws. All descriptions of the SPA, the Registration Rights Agreement, the Notes and the Warrants contained herein are qualified in their entirety by reference to the exhibits filed herewith.

Contemporaneously with the execution and delivery of the Purchase Agreement, on February 4, 2019, the Company and certain of its wholly-owned subsidiaries entered into a Security Agreement (the “Security Agreement”) with Alpha Capital Anstalt, as collateral agent on behalf of the Purchasers, and with the Purchasers, pursuant to which the Purchasers have been granted a first-priority security interest in substantially all of the assets of the Company and such subsidiaries securing (i) an aggregate principal amount of $1,352,224 of Notes and (ii) an aggregate principal amount of $9,058,962 of the Company’s 10% Senior Convertible Debentures issued on August 2, 2018, ~~$3,315,141.74~~September 7, 2018 and September 24, 2018 held by such Purchasers.

The Purchase Agreement contains customary representations, warranties and covenants, including covenants, subject to certain exceptions, that the Company, until the date on which less than 10% of ~~notes issued~~the Notes are outstanding, shall not effect any Variable Rate Transaction (as defined in the Purchase Agreement) and that, for as long as a Purchaser holds any Notes or Conversion Shares, the Company shall amend the terms and conditions of the Purchase Agreement and the transactions contemplated thereby with respect to such Purchaser to give such Purchaser the benefit of any terms or conditions under which the Company agrees to issue or sell any Common Stock or Common Stock equivalents that are more favorable to an investor than the terms and conditions granted to such Purchaser under the Purchase Agreement and the transactions contemplated thereby.

In addition, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers, pursuant to which the Company has agreed to file, within 14 days after February 4, 2019, one or more registration statements on ~~January 22, 2018 were converted into new Debentures and $4,410,748.14~~Form S-3 (or, if Form S-3 is not then available to the Company, such form of registration that is then available to effect a registration for resale of the subject securities) covering the resale of all Conversion Shares, subject to certain penalties set forth in the Registration Rights Agreement. The Form S-3 was ~~repaid in cash.~~filed by the Company on February 14, 2019.


Exhibit	Description	Herewith	Form	SEC File No.	Filing Date

3.1	Certificate of Amendment to the Certificate of Incorporation of the Registrant, effective as of July 19, 2017.		8-K	~~000-08092~~	~~03/15/18~~
~~10.1~~	000-08092	03/15/18
10.1	Securities Purchase Agreement by and among the Company and the Buyers, dated ~~January 22, 2018.~~February 4, 2019.		8-K	~~000-08092~~	~~01/23/18~~
~~10.2~~	000-08092	02/06/19
10.2	Form of Registration Rights Agreement by and among the Company and the Buyers, dated ~~January 22, 2018.~~February 4, 2019.		8-K	~~000-08092~~	~~01/23/18~~
~~10.3~~	000-08092	02/06/19
10.3	Form of Note.		8-K	~~000-08092~~	~~01/23/18~~
~~10.4~~	000-08092	02/06/19
10.4	Form of Warrant.		8-K	~~000-08092~~	~~01/23/18~~
~~10.5~~	~~Executive Employment~~ 000-08092	02/06/19
10.5	Form of Security Agreement ~~dated as of February 15, 2018, between the Company and Cross.~~		8-K	~~000-08092~~	~~02/21/18~~
~~10.6~~	~~First Amendment to the Employment Agreement, dated as of February 14, 2018, between the Company and Dr. Clarence-Smith.~~		~~8-K~~	000-08092	~~02/21/18~~
~~10.7~~	~~Consultant Agreement, dated as of February 14, 2018, between the Company and Mr. Cataldo.~~		~~8-K~~	~~000-08092~~	02/~~21/18~~
06/19 ~~10.8~~	~~Form of 10% Senior Convertible Debenture~~		~~8-K~~	~~000-08092~~	~~08/03/18~~
~~10.9~~	~~Security Purchase Agreement~~		~~8-K~~	~~000-08092~~	~~08/03/18~~
~~10.10~~	~~Stock Pledge Agreement~~	X
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.	X

31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended.	X

32.1*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).	X
32.2*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).	X


Exhibit No.		Description
101.INS		XBRL Instance Document.
~~101.SCH~~		~~XBRL Taxonomy Extension Schema Document.~~
~~101.CAL~~ 101.SCH		XBRL Taxonomy Extension ~~Calculation Linkbase~~Schema Document.
~~101.DEF~~		~~XBRL Taxonomy Extension Definition Linkbase Document.~~
~~101.LAB~~ 101.CAL		XBRL Taxonomy Extension ~~Label~~Calculation Linkbase Document.
~~101.PRE~~
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, or otherwise subject to the liability of that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Name	Position	Date

/s/ ~~Dr. Raymond Urbanski~~Anthony Cataldo Anthony Cataldo	Chief Executive Officer and Chairman of the Board	~~August 14, 2018~~
~~Dr. Raymond Urbanski~~
		May 15, 2019
/s/ Steven Weldon Steven Weldon	Chief Financial Officer (Principal Financial Officer), and Director	~~August 14, 2018~~
~~Steven Weldon~~

~~/s/ Dr. Kathleen Clarence-Smith~~	~~Vice Chairwoman and Director~~	~~August 14, 2018~~
~~Dr. Kathleen Clarence-Smith~~

~~/s/Anthony J. Cataldo~~	~~Director~~	~~August 14, 2018~~
~~Anthony J. Cataldo~~

~~/s/ Geoffrey Davis~~	~~Director~~	~~August 14, 2018~~
~~Geoffrey Davis~~

~~/s/ Dr. John Bonfiglio~~	~~Director~~	~~August 14, 2018~~
~~Dr. John Bonfiglio~~

~~/s/ Dr. Peter Kiener~~	~~Director~~	~~August 14, 2018~~
~~Dr. Peter Kiener~~		May 15, 2019

Delaware	~~94-1620407~~
(State or other jurisdiction of incorporation or organization)	94-1620407 (I.R.S. employer identification number)

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐ ~~(Do not check if a smaller reporting company)~~	Smaller reporting company ☑
Emerging growth company ☐

PART I FINANCIAL INFORMATION			Page

~~Item 1. Financial Statements~~

~~Consolidated Balance Sheets as of June 30, 2018 (Unaudited) and December 31, 2017~~ Item 1.	Financial Statements	1

	Consolidated Balance Sheets as of March 31, 2019 (Unaudited) and December 31, 2018			1
	Consolidated Statements of Operations for the three months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~ (Unaudited)			2		2

Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~ (Unaudited)			3		3

Condensed Notes to Consolidated Financial Statements		4
	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		18
	17
Item 4.	Controls and Procedures		18
	17
PART II OTHER INFORMATION
Item 1.	Legal Proceedings			18
Item ~~1. Legal Proceedings~~1A.	Risk Factors	20
		18
~~Item 1A. Risk Factors~~		20

Item 2.	Unregistered Sales of Securities and Use of Proceeds		20
	18
Item 3.	Defaults Upon Senior Securities		21
	20
Item 4.	Mine Safety Disclosures		21
	20
Item 5.	Other Information		21
	20
Item 6. ~~Exhibits~~	Exhibits	21
		21
SIGNATURES				22		22

	Number of Options	Weighted Average Exercise Price
Outstanding, December 31, 2017	1,246	$1,428.00
Granted	-	-
Exercised	-	-
Expired	-	-
Outstanding, June 30, 2018	1,246	$1,428.00
Exercisable, June 30, 2018	1,246	$1,428.00

	Number of Options	Weighted Average Exercise Price
Outstanding, December 31, 2018	1,133	$1,320.00
Granted	-	-
Exercised	-	-
Expired	-	-
Outstanding, March 31, 2019	1,133	$1,320.00
Exercisable, March 31, 2019	1,133	$1,320.00

	June 30, 2018	December 31, 2017
ASSETS	(unaudited)
Current Assets:
Cash and cash equivalents	$1,096,000	$576,000
Prepaid expenses	-	-
Total Current Assets	1,096,000	576,000

Intangible assets	253,777,000	253,777,000
Loan costs	126,000	-
Deposits	9,000	9,000
Fixed assets, net	6,000	6,000
Total Other Assets	253,918,000	253,792,000
TOTAL ASSETS	$255,014,000	$254,368,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$1,887,000	$2,546,000
Accrued expenses	178,000	102,000
Line of credit	31,000	31,000
Convertible debentures, net of discount of $905,000	6,856,000	-
Total Current Liabilities	8,952,000	2,679,000

Total liabilities	8,952,000	2,679,000

Stockholders’ Equity:
Convertible preferred stock - $0.001 par value; 15,000,000 shares authorized:
Series C - 96,230 and 96,230 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively	1,000	1,000
Series J – 1,163,548 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively	1,000	1,000
Common stock - $0.001 par value; 750,000,000 shares authorized; and 50,117,977 and 50,117,977 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively	50,000	50,000
Additional paid-in capital	534,849,000	521,305,000
Accumulated deficit	(288,670,000)	(269,499,000)
Noncontrolling interest	(169,000)	(169,000)
Total Stockholders’ Equity	246,062,000	251,689,000
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$255,014,000	$254,368,000

	Three Months Ended June 30,		Six Months Ended June 30,
	2018	2017	2018	2017


Product revenues	$-	$-	$-	$-
License revenue	-	-	-	-
Total revenue	-	-	-	-
Cost of product revenue	-	-	-	-
Gross profit	-	-	-	-
Operating expenses
Research and development	3,251,000	241,000	6,724,000	385,000
Selling, general and administrative expenses	1,906,000	1,044,000	5,593,000	2,438,000
Total operating expenses	5,157,000	1,285,000	12,317,000	2,823,000
Loss from operations	(5,157,000)	(1,285,000)	(12,317,000)	(2,823,000)
Other income (expense)
Interest expense	(3,924,000)	(1,178,000)	(6,855,000)	(4,698,000)
Total other income (expense)	(3,924,000)	(1,178,000)	(6,855,000)	(4,698,000)
Loss before minority interest and provision for income taxes	(9,081,000)	(2,463,000)	(19,172,000)	(7,521,000)
Plus: net (income) loss attributable to the noncontrolling interest	-	-	-	-
Loss before provision for income taxes	(9,081,000)	(2,463,000)	(19,172,000)	(7,521,000)
Provision for income tax	-	-	-	-
Net loss	(9,081,000)	(2,463,000)	(19,172,000)	(7,521,000)
Weighted average common shares outstanding – basis and diluted
Basic	50,117,977	479,053	50,117,977	335,450
Diluted	50,117,977	479,053	50,117,977	335,450
Net loss per share
Basic	$(0.18)	$(5.14)	$(0.38)	$(22.42)
Diluted	$(0.18)	$(5.14)	$(0.38)	$(22.42)

	Number of Warrants	Weighted Average Exercise Price	Number of Warrants	Weighted Average Exercise Price
Outstanding at December 31, 2017:	-	$-
Outstanding at December 31, 2018:			1,813,053	$2.00
Granted	1,694,440	4.58	-
Forfeited	-		-	-
Exercised	-		-
Outstanding at June 30, 2018	1,694,440	$4.58
Exercisable at June 30, 2018	1,694,440	$4.58
Outstanding at March 31, 2019			1,813,053	$2.00
Exercisable at March 31, 2019			1,813,053	$2.00

Year ending December 31:
2019	69,000
2020	71,000
2021	61,000
Total minimum lease payments	$201,000

	Consolidated Balance Sheet
	December 31, 2017
	Previously Reported	Revisions	Revised Report
Additional Paid in Capital	$519,702,000	$1,603,000	$521,305,000
Accumulated Deficit	$(267,896,000)	$(1,603,000)	$(269,499,000)

	Consolidated Statement of Operations
	For the Three Months Ended June 30, 2017
	Previously Reported	Revisions	Revised Report
Change in Warrant Liability	$(367,000)	$367,000	$-
Earnings Per Share	$(5.91)	$0.77	$(5.14)

	Consolidated Statement of Operations
	For the Six Months Ended June 30, 2017
	Previously Reported	Revisions	Revised Report
Change in Warrant Liability	$2,376,000	$(2,376,000)	$-
Earnings Per Share	$(15.34)	$(7.08)	$(22.42)

Dated: May 15, 2019	GT Biopharma, Inc.

~~Dated: August 14, 2018~~	By:	/s/ ~~Dr. Raymond Urbanski~~Anthony Cataldo
		~~Dr. Raymond Urbanski~~
		Anthony Cataldo Chief Executive Officer and Chairman of the Board