U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☑

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~March 31,~~June 30, 2020.

☐

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

☐ For the transition period from _____ to ._____.

Commission File Number ~~0-8092~~0000-08092

GT BIOPHARMA, INC.

(Exact name of ~~small business issuer~~registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	94-1620407 (I.R.S. employer identification number)
9350 Wilshire Blvd. Suite 203 Beverly Hills, CA 90212 (Address of principal executive offices and zip code) (800) 304-9888 (Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer”~~filer,” “smaller reporting company” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐ ☑	Smaller reporting company ☑
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)~~.Yes ☐·~~.Yes ☐ No ☑

~~At May 12,~~As of August 11, 2020, the issuer had ~~outstanding the indicated number of~~76,560,862 shares of common ~~stock: 70,699,433.~~stock outstanding.

GT Biopharma, Inc. and Subsidiaries

FORM 10-Q

For theQuarterEnded ~~March 31,~~June 30, 2020

Table of Contents

PART I FINANCIAL INFORMATION		Page

Item 1.	Financial Statements
	Consolidated Balance Sheets as of ~~March 31,~~June 30, 2020 (Unaudited) and December 31, 2019		1
	Consolidated Statements of Operations for the three and six months ended ~~March 31,~~June 30, 2020 and 2019 (Unaudited)		2
	Consolidated Statements of Cash Flows for the ~~three~~six months ended ~~March 31,~~June 30, 2020 and 2019 (Unaudited)		3
	Consolidated Statements of Stockholders' Deficit		4
	Condensed Notes to Consolidated Financial Statements		45
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		1921
Item 4.	Controls and Procedures		2021
PART II OTHER INFORMATION
Item 1.	Legal Proceedings		21
Item 1A.	Risk Factors		2122
Item 2.	Unregistered Sales of Securities and Use of Proceeds		2122
Item 3.	Defaults Upon Senior Securities		2322
Item 4.	Mine Safety Disclosures		2322
Item 5.	Other Information		2322
Item 6.	Exhibits		2423
SIGNATURES			2524

GT Biopharma, Inc. and Subsidiaries

as of ~~March 31,2020~~June 30, 2020 and December 31, 2019

Consolidated Balance Sheets

(in Thousands, Except Par Value and Share Data)



	March 31, 2020	December 31, 2019	June 30, 2020	December 31, 2020
ASSETS	(unaudited)		(unaudited)
Current Assets:
Cash and cash equivalents	$5	$28	$851	$28
Prepaid expenses	183	246	120	246
Total Current Assets	188	274	971	274

Intangible assets			0
Deposits	12		12
Operating lease right-to-use asset	95	110	80	110
Fixed assets, net			-	0
Total Other Assets	107	122	92	122
TOTAL ASSETS	$295	$396	$1,063	$396
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$2,370	$1,940	$2,001	$1,940
Accrued expenses	2,736	2,379	1,313	2,379
Accrued interest	2,651	2,029	3,283	2,029
Operating lease liability	105	120	90	120
Line of credit	31		31
Convertible debentures	13,257	13,207
Convertible notes			21,844	13,207
Total Current Liabilities	21,150	19,706	28,562	19,706

Total liabilities	21,150	19,706

Commitments and Contingencies

Stockholders’ Deficit:
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, 2020 and December 31, 2019, respectively	1
Series J – 2,353,548 and 2,353,548 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively	2
Common stock - $0.001 par value; 750,000,000 shares authorized; and 70,599,433 and 69,784,699 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively	71	70
Convertible preferred stock - $0.01 par value; 15,000,000 shares authorized:
Series C - 96,230 and 96,230 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively			1
Series J-1 – 2,353,548 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively			24
Common stock - $0.001 par value; 750,000,000 shares authorized; and 75,435,862 and 69,784,699 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively			75	70
Additional paid-in capital	548,280	548,118	550,389	548,096
Accumulated deficit	(569,040)	(567,332)	(577,819)	(567,332)
Noncontrolling interest	(169)		(169)
Total Stockholders’ Deficit	(20,855)	(19,310)	(27,499)	(19,310)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$295	$396	$1,063	$396

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

GT BIOPHARMA, INC. AND SUBSIDIARIES

~~GT Biopharma, Inc. and Subsidiaries~~

~~March 31, 2020 and 2019~~

Consolidated Statements of Operations

(Unaudited)

(~~in Thousands, Except Par Value and Share Data)~~In thousands, except per share data)

March 31,

2020

2019

Revenue:

(unaudited)

(unaudited)

License revenues
$-
$-
TOTAL REVENUE
  -
  -
Cost of License Revenue
  -
  -
Gross profit
  -
  -
Operating Expenses:


Research and development
  324
  834
Selling, general and administrative
  746
  3,222
Total operating expenses
  1,070
  4,056
Loss from Operations
  (1,070)
  (4,056)
Other income (expense)


Interest expense/income
  (638)
  (454)
Total Other Income (Expense)
  (638)
  (454)
Loss before minority interest and provision for income taxes
  (1,708)
  (4,510)
Less: Loss attributable to the noncontrolling interests
  -
  -
Loss before provision for income taxes
  (1,708)
  (4,510)
Provision for income taxes
  -
  -
Net loss
  (1,708)
  (4,510)
Loss per share


Basic
$(0.02)
$(0.09)
Diluted
$(0.02)
$(0.09)



Weighted Average Shares Outstanding –


Basic
  70,077,026
  51,092,886
Diluted
  70,077,026
  51,092,886

	Three Months Ended June 30,		Six Months Ended June 30,
	2020	2019	2020	2019
Operating expenses:
Research and development	12	154	336	988
Selling, general and administrative expenses	1,546	2,125	2,292	5,347
Total operating expenses	1,558	2,279	2,628	6,335
Loss from operations	(1,558)	(2,279)	(2,628)	(6,335)
Other income (expense):
Loss on disposal of assets	-	(31)	-	(31)
Settlement expense	(2,563)	-	(2,563)	-
Interest expense	(4,658)	(479)	(5,296)	(933)
Total other income (expense)	(7,221)	(510)	(7,859)	(964)
Loss before provision for income taxes	(8,779)	(2,789)	(10,487)	(7,299)
Provision for income tax	-	-	-	-
Net loss	(8,779)	(2,789)	(10,487)	(7,299)
Net loss per common share – basic and diluted	$(.12)	$(.05)	$(.15)	$(0.14)
Weighted average common shares outstanding – basic and diluted	71,899,937	51,918,252	70,978,579	51,507,849

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

GT Biopharma, Inc. and Subsidiaries

Consolidated Statement of Stockholders’ Deficit

(In thousands)

	Preferred Stock		Common Stock		Additional Paid-in	Accumulated
	Shares	Amount	Shares	Amount	Capital	Deficit
Balance at January 1, 2020	2,450	$25	69,785	$70	$548,096	$(567,332)
Issuance of common stock for convertible notes			1,065	1	212
Beneficial conversion feature of convertible notes			3,500	3	26
Issuance of common stock for settlement of litigation			1,086	1	1,909
Issuance of common stock for compensation					146
Net loss						(10,487)
Balance at June 30, 2020	2,450	$25	75,436	$75	$550,389	$(577,819)

	Preferred Stock		Common Stock		Additional Paid-in	Accumulated
	Shares	Amount	Shares	Amount	Capital	Deficit
Balance at January 1, 2019	1,260	$13	50,650	$51	$540,160	$(528,685)
Issuance of preferred stock	1,190	12			1,128
Issuance of common stock for convertible notes			1,994	2	1,040
Beneficial conversion feature of convertible notes					158
Issuance of common stock for compensation					2,565
Net loss						(7,299)
Balance at June 30, 2019	2,450	$25	52,644	$53	$545,051	$(535,984)

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~~Six Months Ended ~~March 31,~~June 30, 2020 and 2019

(in Thousands)

	2020	2019	2020	2019
	(unaudited)		(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$(1,708)	$(4,510)	$( 10,487)	$( 7,299)
Adjustments to reconcile net loss to net cash used in operating activities:	Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	-	1	-	10
Stock compensation expense for options and warrants issued to employees and non-employees	-	2,565	147	3,705
Amortization of debt discounts	-	163	1	331
Non-cash interest expense			3,955	1,140
Loss on disposal of assets			-	31
Settlement expense			2,363	-
Changes in operating assets and liabilities:
Other assets	63	3	126	8
Accounts payable and accrued liabilities	1,422	817	261	26
Net cash used in operating activities	(223)	(961)	( 3,634)	( 2,048)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of fixed assets			-
Net cash used by investing activities			0
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable	200	1,052	4,457	2,352
Loan costs	-		-
Repayment of note payable	-	(100)	-	(100)
Net cash provided by financing activities	200	952	4,457	2,252
Minority interest	-		-
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(23)	(9)	823	204
CASH AND CASH EQUIVALENTS - Beginning of period	28	60	28	60
CASH AND CASH EQUIVALENTS - End of period	$5	$51	$851	$264

Supplemental disclosures:
Interest paid	$-		$69	$-
Income taxes paid	$-		$-

Supplemental disclosures:
Issuance of common stock upon conversion of convertible notes	$150	$430	$200	$1,035
Issuance of common stock upon conversion of accrued interest	$12	$4	$12	$10

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

GT BIOPHARMA, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31,~~JUNE 30, 2020

(UNAUDITED)

The Company and Summary of Significant Accounting Policies

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~~The Company is a clinical stage biopharmaceutical company 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 ligand-directed single-chain fusion protein technology platforms. ~~Our~~The Company’s TriKE and TetraKE platforms generate proprietary therapeutics designed to harness and enhance the cancer killing abilities of a patient’s own natural killer cells, or NK cells. Once bound to an NK cell, ~~our~~the Company’s moieties are designed to enhance the NK cell, and precisely direct it to one or more specifically-targeted proteins expressed on a specific type of cancer cell or virus infected cell, ultimately resulting in the targeted cell’s death. TriKEs and TetraKEs are made up of recombinant fusion proteins, can be designed to target any number of tumor antigens on hematologic malignancies, sarcomas or solid tumors and do not require patient-specific customization.

Going Concern

The financial statements of the Company have been prepared on a goingconcern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments that might be necessary should the Company be unable to continue in existence.

The Company has incurred substantial losses and negative cash flows from operations since its inception and has an accumulated deficit of ~~$569~~$578 million and cash of $5$851 thousand as of ~~March 31, 2020~~June 30, 2020. 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.

Use of Estimates

The financial statements and notes are representations of the ~~Company's~~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.

GT BIOPHARMA, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31,~~JUNE 30, 2020

(UNAUDITED)

Basis of Consolidation and Comprehensive Income

The accompanying consolidated financial statements include the accounts of GT Biopharma, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated. The ~~Company's~~Company’s financial statements are prepared using the accrual method of accounting.

Basis of Presentation

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~~Company’s Form 10-K for the year ended December 31, 2019 filed with the SEC on March 27, 2020. 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.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Concentrations of Credit Risk

The ~~Company's~~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 ~~no balances~~a balance of approximately $600,000 in excess of this limit at ~~March 31,~~June 30, 2020.

Stock Based Compensation to Employees

The Company accounts for its stock-based compensation for employees in accordance with Accounting Standards Codification (“ASC”) 718. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees over the related vesting period.

The Company granted no stock options during the ~~quarters~~six months ended ~~March 31,~~June 30, 2020 and 2019, ~~respectively~~respectively.

GT BIOPHARMA, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2020

(UNAUDITED)

Long-Lived Assets

Our long-lived assets include property, plant and equipment, capitalized costs of filing patent applications and other indefinite lived intangible assets. 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 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.

~~GT BIOPHARMA, INC. AND SUBSIDIARIES~~

~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2020~~

~~(UNAUDITED)~~

Impairment of Long-Lived Assets

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 more significant estimates and assumptions inherent in this approach include: the amount and timing of the projected net cash flows, which includes the 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.

Income Taxes

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.

Net Income (Loss) per Share

Basic net income (loss) per share is computed by dividing the net ~~loss~~income (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~~income (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, convertible notes and debentures (including shares issuable upon conversion of accrued interest or other default amounts with respect to such convertible notes or debentures), 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 ~~87,120,470~~127,946,216 and ~~22,731,781~~39,416,352 as of ~~March 31,~~June 30, 2020 and 2019, respectively.

Patents

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.

GT BIOPHARMA, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2020

(UNAUDITED)

Capitalized cost for pending patents are amortized on a straight-line basis over the remaining twenty year legal life of each patent after the costs have been incurred. Once each patent is issued, capitalized costs are amortized on a straight-line basis over the shorter of the ~~patent's~~patent’s remaining statutory life, estimated economic life or ten years.

~~GT BIOPHARMA, INC. AND SUBSIDIARIES~~

~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2020~~

~~(UNAUDITED)~~

Fixed Assets

Fixed assets isare stated at cost. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, which are 3 to 10 years for machinery and equipment and the shorter of the lease term or estimated economic life for leasehold improvements.

Fair Value

The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels are defined as follows:

●

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. The Company’s Level 1 assets include cash equivalents, primarily institutional money market funds, whose carrying value represents fair value because of their short-term maturities of the investments held by these funds.

●

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 ~~March 31,~~June 30, 2020.

●

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. There were no such assets or liabilities as of ~~March 31,~~June 30, 2020.

Research and Development

Research and development costs are expensed as incurred and reported as research and development expense. Research and development costs ~~totaling $.3~~totaled $0.3 million and ~~$.8~~$1 million for the ~~three~~six months ended ~~March 31,~~June 30, 2020 and 2019, respectively.

Revenue Recognition

License Revenue

License arrangements may consist of non-refundable upfront license fees, exclusive licensed rights to patented or patent pending technology, and various performance or sales milestones and future product royalty payments. Some of these arrangements are multiple element arrangements.

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.

GT BIOPHARMA, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31,~~JUNE 30, 2020

(UNAUDITED)

Payments related to substantive, performance-based milestones in a research and development arrangement are recognized as revenue upon the achievement of the milestones as specified in the underlying agreements when they represent the culmination of the earnings process. As of ~~March 31,~~June 30, 2020, the Company has not generated any licensing revenue.

Debt

Convertible ~~Notes~~Notes/Debentures

~~On January 22, 2018,~~As of June 30, 2020, the Company entered into a Securities Purchase Agreement (“SPA”) with fourteen accredited investors (individually, a “Buyer” and collectively, the “Buyers”) pursuant to which the Company agreed to issue to the Buyers senior convertible notes in anhad approximately $21.8 million aggregate principal amount of ~~$7,760,510 (the “Notes”~~convertible notes and debentures (collectively, the “Convertible Notes”) outstanding that were issued pursuant to securities purchase agreements (or, in the case of the Settlement Notes (as defined herein), ~~which~~the Settlement Agreement (as defined herein)) entered into with numerous investors. The Company issued an additional approximately $3.2 million aggregate principal amount of Convertible Notes ~~shall be~~on July 7, 2020. See Note 6, Subsequent Events under the caption “Convertible Notes.”

The Convertible Notes are convertible at any time, at the holder’s option, into shares of the Company’s common stock ~~par value $0.001~~at an initial conversion price, subject to certain beneficial ownership limitations (which vary between maximum ownership of between 4.99% and 9.99%). The conversion price of the Convertible Notes is also generally subject to adjustment due to certain events, including stock dividends, stock splits and in connection with the issuance by the Company of common stock or common stock equivalents at an effective price per share ~~(the “Common Stock”)~~lower than the conversion price then in effect. The conversion price for each of the Company’s outstanding Convertible Notes is currently $0.20 per share. In addition, approximately $5.2 million aggregate principal amount of the Company’s Convertible Notes will be subject to mandatory conversion in connection with the completion of a future financing in the amount of at least $15 million, subject to the beneficial ownership limitations described above.

The Convertible Notes generally have terms of six months to one year and mature between August 2, 2019 and January 7, 2021, unless earlier converted or repurchased. The Convertible Notes each accrue interest at a ~~price~~rate of ~~$4.58~~10% per ~~share,~~annum, subject to increase to 18% per annum upon and ~~five-year warrants~~during the occurrence of an event of default with respect to ~~purchase~~certain of the ~~Company’s Common Stock representing~~Convertible Notes. Interest is payable in cash or, with respect to certain of the ~~right to acquire an aggregate of approximately 1,694,440~~Convertible Notes, and at the holder’s option, in shares of ~~Common Stock (the “Warrants”).~~common stock based on the conversion price then in effect.

Pursuant to the terms of ~~SPA~~ the Settlement Notes, ~~were subject~~the Company is required to make an ~~original issue discount~~offer to repurchase, at the holder’s option, the Settlement Notes at price in cash equal to 100% of ~~10%~~the aggregate principal amount of the Settlement Note plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase following the consummation by the Company of a financing transaction, or a series of transactions, resulting in aggregate gross proceeds to the Company in excess of ~~$7,055,000 from~~$7.5 million. Generally, the ~~transaction.~~Company otherwise does not have the right to prepay any of the Convertible Notes without the prior written consent of the holders of such securities.

~~Upon the purchase~~The Convertible Notes contain a number of ~~the~~affirmative and negative covenants and customary events of default. As of June 30, 2020, approximately $13.2 aggregate principal amount of our Convertible 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~~were in ~~the agreements.~~default. See “Forbearance Agreements” below.

The ~~issuance~~securities purchase agreements and Settlement Agreement, as applicable, also generally contain certain ongoing covenants of the ~~Notes~~Company, including rights of participation in certain future financing transactions, limitations on future variable rate transactions and ~~Warrants were made in reliance on the exemption provided by Section 4(a)(2)~~“at-the-market” offerings and “most favored nation” provisions giving holders of certain of the ~~Securities Act~~Convertible Notes the benefit of ~~1933, as amended (the “Securities Act”) for the offer and sale of securities not involving a public offering, and Regulation D promulgated~~any terms or conditions under ~~the Securities Act.~~

~~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~~agrees to ~~provide certain registration rights with respect~~issue or sell any common stock or common stock equivalents that are more favorable to an investor than the ~~Registrable Securities~~terms and conditions granted to such holder under the ~~1933 Act~~applicable securities purchase agreement and the ~~rules and regulations promulgated thereunder, and applicable state securities laws.~~

~~Senior Convertible Debentures~~

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 an initial price of $2 per share.transactions contemplated thereby.

GT BIOPHARMA, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31,~~JUNE 30, 2020

(UNAUDITED)

~~On September 24, 2018, GT Biopharma, Inc. (the “Company”) entered into a Securities Purchase Agreement with~~The Convertible Notes are senior obligations of 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 anCompany. In addition, approximately $8.9 million aggregate principal amount of ~~$800,000~~the Convertible Notes are secured by a first priority security interest in substantially all of the assets of the Company and its subsidiaries. Convertible Notes are also secured by individual pledges by certain of our current and former officers and directors of our common stock owned by such officer and directors.

For additional information about the Convertible Notes, see Note 4, Debt to the Company’s audited consolidated financial statements included in the Company’s Form 10-K for the year ended December 31, 2019.

Forbearance Agreements

Effective as of June 23, 2020, the Company entered into Standstill and Forbearance Agreements (collectively, the “Forbearance Agreements”) with the holders of $13.2 million aggregate principal amount of the Convertible Notes (the ~~“Debentures”~~“Default Notes”), which ~~Debentures shall~~are currently in default. Pursuant to the Forbearance Agreements, the holders of the Default Notes have agreed to forbear from exercising their rights and remedies under the Default Notes (including declaring such Default Notes (together with any default amounts and accrued and unpaid interest) immediately due and payable) until the earlier of (i) the date that the Company completes a future financing in the amount of $15 million and, in connection therewith, commences listing on NASDAQ (collectively, the “New Financing”) or (ii) October 1, 2020 (the “Termination Date”). As a result of the ongoing default, the Default Notes are currently accruing interest at the default rate of 18% per annum and have accrued additional default amounts of approximately $3.9 million in the aggregate as of June 30, 2020.

The obligations of the holders to forbear from exercising their rights and remedies under the Default Notes pursuant to the Forbearance Agreements will terminate on the earliest of (i) the Termination Date, (ii) the date of any bankruptcy filing by the Company or its subsidiaries, (iii) the date on which the Company defaults on any of the terms and conditions of the Forbearance Agreements or (iv) the date the Forbearance Agreements are otherwise terminated or expire.

The Forbearance Agreements contain various customary and other representations, warranties and covenants of the Company and the holders of the Default Notes, including an agreement that the Default Notes (together with default amounts and accrued and unpaid interest) will be converted into common stock upon the closing of a New Financing at a conversion price equal to the lesser of (i) the conversion price in effect for the Default Notes on the date of such New Financing or (ii) 75% of the lowest per share price at which common stock is or may be issued in connection with such New Financing, in each case, subject to certain beneficial ownership limitations (with a maximum ownership limit of 9.99%). Shares of the Company’s preferred stock, which are convertible into the Company’s common stock, ~~par value $0.001 per share (the “Common Stock”), at an initial price~~will be issued in lieu of ~~$2 per share.~~common stock to the extent that conversion of the Default Notes is prohibited by such beneficial ownership limitations.

Settlement Notes

On ~~February 4, 2019, GT Biopharma, Inc. (the “Company”)~~June 19, 2020, the Company entered into a ~~Securities Purchase Agreement~~settlement agreement (the ~~“Purchase~~“Settlement Agreement”) with Empery Asset Master Ltd., Empery Tax Efficient, LP and Empery Tax Efficient II, LP (collectively, the ~~purchasers identified on~~“Empery Funds”), Anthony Cataldo and Paul Kessler resolving all remaining disputes between the ~~signature pages thereto (individually, a “Purchaser,”~~parties pertaining to certain Convertible Notes and ~~collectively,~~warrants to purchase common stock of the ~~“Purchasers”~~Company (collectively, the “Original Securities”), issued by the Company to the Empery Funds in January 2018 pursuant to ~~which~~a securities purchase agreement. In connection with the Settlement Agreement, the Company issued ~~to the Purchasers, on February 4, 2019, Secured~~ Convertible Notes in an aggregate principal amount of ~~$1,352,224~~$450,000 (the ~~“Notes”~~“Settlement Notes”) to the Empery Funds on June 19, 2020. The Settlement Notes are convertible at any time, at the holder’s option, into shares of our common stock at an initial conversion price of $0.20 per share, subject to certain beneficial ownership limitations (with a maximum ownership limit of 4.99%).

GT BIOPHARMA, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2020

(UNAUDITED)

The Settlement Notes mature on December 19, 2020, unless earlier converted or repurchased. The terms of the Settlement Notes are generally the same as the Company’s other Convertible Notes, except that the Company is required to make an offer to repurchase, at the option of each holder, the Settlement Notes at price in cash equal to 100% of the aggregate principal amount of the Settlement Notes plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase following the consummation by the Company of a financing transaction, or a series of transactions, resulting in aggregate gross proceeds to the Company in excess of $7.5 million.

Fiscal 2019 and Fiscal 2020 Convertible Notes Transactions

On February 4, 2019, the Company entered into a securities purchase agreement with certain purchasers pursuant to which it issued secured Convertible Notes in an aggregate principal amount of $1,352,224, consisting of gross proceeds of $1,052,224 and settlement of existing debt of $300,000, which Convertible Notes ~~shall be~~were 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 an initial conversion price of $0.60 per ~~share (the “Conversion Price”).~~share.

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,~~On May 22, 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~~securities purchase agreement ~~(the “Registration Rights Agreement”)~~ with ~~the Purchasers,~~certain 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.

~~GT BIOPHARMA, INC. AND SUBSIDIARIES~~

~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2020~~

~~(UNAUDITED)~~

On May 22, 2019, GT Biopharma, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the ten purchasers (individually, a “Purchaser,” and collectively, the “Purchasers”), pursuant to which the Company issued ~~to the Purchasers, on May 22, 2019, Secured~~ Convertible Notes in an aggregate principal amount of $1,300,000, ~~(the “Notes”),~~ which Convertible Notes ~~shall be~~were 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 an initial conversion price of $0.35 per ~~share (the “Conversion Price”).~~share.

~~The Notes accrue interest at the rate of 10% per annum~~Between July 31 and mature on November 22, 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.

~~In addition,~~August 28, 2019, the Company entered into a ~~registration rights~~securities purchase agreement ~~(the “Registration Rights Agreement”)~~ with ~~the Purchasers,~~certain purchasers pursuant to which the Company has agreed to file, within 30 days after May 22, 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-1 was filed by the Company on June 21, 2019 and became effective on July 12, 2019.

Between July 31 and August 28, 2019, GT Biopharma, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the eleven purchasers (individually, a “Purchaser,” and collectively, the “Purchasers”), pursuant to which the Company issued ~~to the Purchasers, Secured~~ Convertible Notes in an aggregate principal amount of $975,000, ~~(the “Notes”),~~ which Convertible Notes ~~shall be~~are 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 an initial conversion price of $0.20 per ~~share (the “Conversion Price”).~~

The Notes accrue interest at the rate of 10% per annum and mature between January 31 and February 28, 2020. 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.

~~GT BIOPHARMA, INC. AND SUBSIDIARIES~~

~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2020~~

~~(UNAUDITED)~~

share.

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 30 days, 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-1 was filed by the Company on September 13, 2019 and became effective in October 2, 2019.

On December 19, 2019, ~~GT Biopharma, Inc. (the “Company”)~~the Company entered into a ~~Securities Purchase Agreement (the “Purchase Agreement”)~~securities purchase agreement with ~~the~~ one purchaser ~~(individually, a “Purchaser,” and collectively, the “Purchasers”),~~ pursuant to which the Company issued ~~to the Purchasers, on December 19, 2019, Secured~~ Convertible Notes in an aggregate principal amount of $200,000, ~~(the “Notes”),~~ which Convertible Notes ~~shall be~~are 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 an initial conversion price of $0.20 per ~~share (the “Conversion Price”).~~

The Notes accrue interest at the rate of 10% per annum and mature on August 19, 2020. 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.

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 30 days after December 19, 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.share.

On January 30, 2020, ~~GT Biopharma, Inc. (the “Company”)~~the Company entered into a ~~Securities Purchase Agreement (the “Purchase Agreement”)~~securities purchase agreement with ~~the~~ one purchaser ~~(individually, a “Purchaser,” and collectively, the “Purchasers”),~~ pursuant to which the Company issued ~~to the Purchasers, on January 30, 2020, Secured~~ Convertible Notes in an aggregate principal amount of $200,000, ~~(the “Notes”),~~ which Convertible Notes ~~shall be~~are 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 an initial conversion price of $0.20 per ~~share (the “Conversion Price”).~~share.

~~GT BIOPHARMA, INC. AND SUBSIDIARIES~~

~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31,~~Between April 20 and May 7, 2020

~~(UNAUDITED)~~

The Notes accrue interest at the rate of 10% per annum and mature on September 30, 2020. 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.

~~In addition,~~, the Company entered into a ~~registration rights~~securities purchase agreement ~~(the “Registration Rights Agreement”)~~ with ~~the Purchasers,~~certain purchasers pursuant to which the Company ~~has agreed to file, within 30 days after January 30,~~issued Convertible Notes in an aggregate principal amount of $2,017,000, which Convertible Notes are convertible into the Company’s common stock at an initial conversion price of $0.20 per share.

On June 19, 2020, ~~one or more registration statements on Form S-3 (or, if Form S-3 is not then available to~~ the Company ~~such form~~entered into the Settlement Agreement pursuant to which the Company issued the Settlement Notes in an aggregate principal amount of ~~registration that is then available to effect a registration for resale~~$450,000, which Settlement Notes are convertible into the Company’s common stock at an initial conversion price of ~~the subject securities) covering the resale of all Conversion Shares, subject to certain penalties set forth in the Registration Rights Agreement.~~$0.20 per share.

On July 7, 2020, the Company entered into a securities purchase agreement with certain purchasers pursuant to which the Company issued Convertible Notes in an aggregate principal amount of $3,190,000, which Convertible Notes are convertible into the Company’s common stock at an initial conversion price of $0.20 per share.

Gemini Financing Agreement

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~~advances under the ~~Line~~line of ~~Credit~~credit will bear interest at the rate of interest of prime plus ~~2 percent~~2% per annum. There is $31,000 due on this credit line at ~~March 31,~~June 30, 2020.

GT BIOPHARMA, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2020

(UNAUDITED)

~~Stockholders'~~Stockholders’ Equity

Common Stock

InOur authorized capital stock consists of 750,000,000 shares of common stock, par value $0.001 per share, and 15,000,000 shares of preferred stock, par value $0.01 per share. As of June 30, 2020, 75,435,862 shares of common stock were issued and outstanding.

During the ~~first quarter of~~six months ended June 30, 2020, the Company issued ~~814,734~~1,064,734 shares of common stock upon conversion of ~~$162,943~~$212,947 in principal and interest on ~~senior convertible notes.~~Convertible Notes.

On May 1, 2020, the Company issued 1,086,429 shares of common stock for consulting services.

On June 19, 2020, the Company issued 3,500,000 shares of common stock pursuant to the Settlement Agreement.

Preferred Stock

The 96,230 shares of Series C preferred stock, par value $0.01 per share (the “Series C Preferred Stock”), are convertible into 111 shares of the ~~Company's~~Company’s common stock at the option of the holders at any time. The conversion ratio is based on the average closing bid price of the common stock for the fifteen consecutive trading days ending on the date immediately preceding the date notice of conversion is given, but cannot be less than ~~.20~~0.20 or more than ~~.2889~~0.2889 common shares for each share of Series C ~~preferred share.~~Preferred Stock. The conversion ratio may be adjusted under certain circumstances such as stock splits or stock dividends. The Company has the right to automatically convert the Series C ~~preferred stock~~Preferred Stock into common stock if the Company lists its shares of common stock on the Nasdaq National Market and the average closing bid price of the ~~Company's~~Company’s common stock on the Nasdaq National Market for 15 consecutive trading days exceeds $3,000.00. Each share of Series C ~~preferred stock~~Preferred Stock is entitled to the number of votes equal to ~~.26~~0.26 divided by the average closing bid price of the ~~Company's~~Company’s common stock during the fifteen consecutive trading days immediately prior to the date such shares of Series C ~~preferred stock~~Preferred Stock were purchased. In the event of liquidation, the holders of the Series C ~~preferred stock~~Preferred Stock shall participate on an equal basis with the holders of the common stock (as if the Series C ~~preferred stock~~Preferred Stock had converted into common stock) in any distribution of any of the assets or surplus funds of the Company. The holders of Series C ~~preferred stock~~Preferred Stock are entitled to noncumulative dividends if and when declared by the ~~Company's~~Company’s board of ~~directors.~~directors (the “Board”). No dividends to holders of the Series C ~~preferred stockholders~~Preferred Stock were issued or unpaid through ~~March 31,~~June 30, 2020.

~~GT BIOPHARMA, INC. AND SUBSIDIARIES~~

~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2020~~

~~(UNAUDITED)~~

On September 1, 2017, the Company designated 2,000,000 shares of Series J ~~Preferred Stock. Shares of Series~~preferred stock (the “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.

Stock”). On the same day, the Board issued ~~1,513, 548~~1,513,548 shares of ~~those shares~~Series J Preferred Stock in exchange for the cancellation of ~~debt.~~certain indebtedness. In the first quarter of 2019, it was discovered that a certificate of designation with respect to the Series J Preferred Stock had never been filed with the Office of the Secretary of State for the State of Delaware. Legal research determined that despite the fact the Company had issued shares of Series J Preferred Stock, those shares had, in fact, never existed.

To remedy the situation, on April 4, 2019, the Company filed a certificate of designation with the Office of the Secretary State for the State of Delaware designating a series of preferred stock as the Series J-1 preferred stock, par value $0.01 per share (the “Series J-1 Preferred ~~Stock.~~Stock”). On April 19, 2019, the Company issued 2,353,548 shares of ~~those shares.~~Series J-1 Preferred Stock. The issuance was in lieu of the ~~preferred stock~~Series J Preferred Stock that should have been issued on September 1, 2017, and in settlement for not receiving preferred stock until 20 months after the debt for which the stock was issued was cancelled. The Company reflected an expense in general and administrative costs in the ~~year~~quarter ended ~~December 31,~~June 30, 2019 totaling $1,140,000.

~~The~~

GT BIOPHARMA, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2020

(UNAUDITED)

Shares of the Series J-1 Preferred Stock are convertible at any time, at the option of the holders, into shares of the Company’s common stock ~~of the Registrant~~ at ~~the rate~~an effective conversion price of $0.20 per ~~share. The issuance was exempt from~~share, subject to adjustment for, among other things, stock dividends, stock splits, combinations, reclassifications of our capital stock and mergers or consolidations, and subject to a beneficial ownership limitation which prohibits conversion if such conversion would result in the ~~registration requirements~~holder (together with its affiliates) being the beneficial owner of ~~Section 5~~in excess of 9.99% of the ~~Securities Act of 1933 pursuant to Section 4(2)~~Company’s common stock. Shares of the Series J-1 Preferred Stock have the same ~~Act since the issuance~~voting rights a shares of the ~~Shares did~~Company’s common stock, with the holders of the Series J-1 Preferred Stock entitled to vote on an as-converted-to-common stock basis, subject to the beneficial ownership limitation described above, together with the holders of the Company’s common stock on all matters presented to the Company’s stockholders. The Series J-1 Preferred Stock are not ~~involve~~entitled to any ~~public offering.~~ dividends (unless specifically declared by the Board), but will participate on an as-converted-to-common-stock basis in any dividends to the holders of the Company’s common stock. In the event of the Company’s dissolution, liquidation or winding up, the holders of the Series J-1 Preferred Stock will be on parity with the holders of the Company’s common stock and will participate, on a on an as-converted-to-common stock basis, in any distribution to holders of the Company’s common stock.

Stock Options and Warrants

Stock Options

The following table summarizes stock option transactions for the ~~quarter~~six months ended ~~March 31,~~June 30, 2020:

	Number of Options	Weighted Average Exercise Price	Number of Options	Weighted Average Exercise Price
Outstanding, December 31, 2019	40	$877.50	40	$877.50
Granted	-		-
Exercised	-		-
Expired	-		-
Outstanding, March 31, 2020	40	$877.50
Exercisable, March 31, 2020	40	$877.50
Outstanding, June 30, 2020			40	$877.50
Exercisable, June 30, 2020			40	$877.50

Common Stock Warrants

Warrant transactions for the six months ended June 30, 2020 are as follows:

	Number of Warrants	Weighted Average Exercise Price
Outstanding at December 31, 2019:	1,813,053	$0.20
Granted	5,500,000	$0.20
Forfeited/canceled	480,352	$0.20
Exercised	-	-
Outstanding at June 30, 2020	6,832,701	$0.20
Exercisable at June 30, 2020	6,832,701	$0.20

GT BIOPHARMA, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31,~~JUNE 30, 2020

(UNAUDITED)

~~Common Stock~~Settlement Warrants

Pursuant to the Settlement Agreement, the Company issued pre-funded warrants to purchase up to an aggregate of 5,500,000 shares of common stock (the “Settlement Warrants”) at an exercise price of $0.20 per share, subject to adjustment in certain circumstances. The Settlement Warrants expire on June 19, 2025. The aggregate exercise price of the Settlement Warrants was deemed to be pre-funded to the Company in conjunction with exchange of previously issued warrants to purchase 480,352 shares of common stock pursuant to the Settlement Agreement. Exercise of the Settlement Warrant ~~transactions for the quarter ended March 31, 2020 are as follows:~~is subject to certain additional terms and conditions, including certain beneficial ownership limitations.

Number of Warrants

Weighted Average Exercise Price

Outstanding at December 31, 2019:
  1,813,053
$0.20
Granted
  -
  -
Forfeited
  -
  -
Exercised
  -
  -
Outstanding at March 31, 2020
  1,813,053
$0.20
Exercisable at March 31, 2020
  1,813,053
$0.20
Forbearance Agreements

Pursuant to the Forbearance Agreements,(i) the exercise price of all warrants to purchase common stock held by holders of the Default Notes will be reduced to equal the conversion price of the Default Notes and (ii)the number of shares of common stock underlying such warrants shall be increased so that the total exercise price of all such warrants after the decrease in the exercise price equals the total exercise price of all such warrants prior to the decrease in the exercise price. Further, the expiration date of all such warrants shall be extended for three years following the closing date of any New Financing.

Commitments and Contingencies

Leases

On October 1, 2018, the Company entered into a three-year lease agreement for its office in Westlake Village, CA. In addition to minimum rent, certain leases require payment of real estate taxes, insurance, common area maintenance charges and other executory costs. The Company recognizes rent expense under such arrangements on a straight-line basis over the effective term of each lease.

The following table summarizes the Company’s future minimum lease commitments as of ~~March 31,~~ June 30, 2020:

Year ending December 31:
2020	53,000	36,000
2021	61,000	61,000
Total minimum lease payments	$114,000	$97,000

Rent expense for the ~~quarters~~six months ended ~~March 31,~~ June 30, 2020 and 2019 was ~~$17,200~~$35,000 and ~~$17,000,~~$35,000, respectively.

Subsequent Events

Convertible Notes

~~Between April 20 and May~~ On July 7, 2020, ~~GT Biopharma, Inc. (the “Company”)~~the Company entered into a ~~Securities Purchase Agreement (the “Purchase Agreement”)~~securities purchase agreement with ~~eight~~certain purchasers ~~(individually, a “Purchaser,” and collectively, the “Purchasers”),~~ pursuant to which the Company issued ~~to the Purchasers, on January 30, 2020, Secured~~ Convertible Notes in an aggregate principal amount of ~~$2,067,000~~$3,190,000 (the ~~“Notes”~~“July 2020 Notes”)~~, which~~. The July 2020 Notes ~~shall be~~are convertible at any time, ~~after issuance~~at the holder’s option, into shares ~~(the “Conversion Shares”)~~ of ~~the Company’s~~our common stock ~~par value $0.001 per share (the “Common Stock”),~~ at an initial conversion price of $0.20 per share ~~(the “Conversion Price”~~, subject to certain beneficial ownership limitations (with a maximum ownership limit of 9.99%).

GT BIOPHARMA, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31,~~JUNE 30, 2020

(UNAUDITED)

The July 2020 Notes ~~accrue interest~~mature on January 7, 2021, unless earlier converted or repurchased. The terms of the July 2020 Notes are generally the same as the Company’s other Convertible Notes, except that the July 2020 Notes will be subject to mandatory conversion in the event of the completion of a future financing in the amount of at least $15 million at a conversion price equal to the ~~rate~~lesser of ~~10% per annum and mature between October 20 and November 7, 2020. Interest~~(i) the conversion price in effect for the July 2020 Notes on the ~~Notes is payable~~date of completion of such financing or (ii) 75% of the lowest per share price at which common stock may be issued in ~~cash or, at a Purchaser’s option,~~connection with any conversion rights associated with the financing, 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 iseach case, 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~~beneficial ownership limitations described above. See Note 2,Debtunder the ~~Conversion Price then in effect. The Company may only prepay~~caption “Convertible Notes/Debentures” for additional information regarding the ~~Notes with the prior written consent~~terms of the ~~respective Purchasers thereof.~~

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 30 days after April 20, 2020, 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.Company’s Convertible Notes.

Common Stock

In ~~April~~July 2020, the Company issued ~~250,000~~1,125,000 shares of common stock upon conversion of ~~$50,000 in~~$225,000 aggregate principal ~~on convertible notes.~~amount of Convertible Notes.

Warrant

On ~~May 1,~~July 28, 2020, the Company issued ~~1,086,429~~ a warrant to purchase up to an aggregate of 1,000,000 shares of ~~restricted~~ common stock at an exercise price of $0.20 per share, subject to adjustment in certain circumstances. The warrant expires on July 28, 2025. The warrant was issued as compensation for ~~consulting services.~~certain services provided to the Company.

Employment Agreements

Effective August 1, 2020 (the “Effective Date”), the Company and Anthony J. Cataldo (“Mr. Cataldo”) entered into an employment agreement (the “Cataldo Agreement”) appointing Mr. Cataldo the Executive Chairman of the Company. The term of the Cataldo Agreement is three years (the “Initial Term”) with the option of one-year renewals thereafter. During the Term, Mr. Cataldo will be paid a cash salary of $30,000 per month together with customary benefits, expense reimbursement and the possibility of performance bonuses. In consideration for remaining with the Company for the full three years of the Initial Term, Mr. Cataldo will receive a stock grant equal to ten percent of the issued and outstanding common stock of the Company on a fully diluted basis, calculated with the inclusion of the current stock holdings of Mr. Cataldo. Prior to the Effective Date, Mr. Cataldo was serving as the chief executive officer and chairman of the board of the Company.

Effective August 1, 2020 (the “Effective Date”), the Company and Steven Weldon (“Mr. Weldon”) entered into an employment agreement (the “Weldon Agreement”) appointing Mr. Weldon the Chief Financial Officer of the Company. The term of the Weldon Agreement is three years (the “Initial Term”) with the option of one-year renewals thereafter. During the Term, Mr. Weldon will be paid a cash salary of $25,000 per month together with customary benefits, expense reimbursement and the possibility of performance bonuses. In consideration for remaining with the Company for the full three years of the Initial Term, Mr. Weldon will receive a stock grant equal to seven percent of the issued and outstanding common stock of the Company on a fully diluted basis, calculated with the inclusion of the current stock holdings of Mr. Weldon. Prior to the Effective Date, Mr. Weldon was serving as the chief financial officer, principal accounting officer and as a director of the Company.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in ~~the~~this Quarterly Report on Form 10-Q are ~~forward-looking statements about what may happen in~~“forward-looking statements” within the ~~future.~~meaning of the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. 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~~this report 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,” “may,” “guidance,” “estimate,” “potential,” “outlook,” “target,” “forecast,” “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~~“Part I. Item 1A: Risk Factors” and ~~“Item~~“Part II. 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, 2019. 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.

Throughout this Quarterly Report on Form 10-Q, the terms “GTBP,” “we,” “us,” “our,” “the company” and “our company” refer to GT Biopharma, Inc., a Delaware corporation formerly known as Oxis International, Inc., DDI Pharmaceuticals, Inc. and Diagnostic Data, Inc, together with our subsidiaries.

Overview

We are a clinical stage biopharmaceutical company focused on the development and commercialization of novel ~~immuno-oncology~~immuno-therapeutic products based ~~off~~on our proprietary Tri-specific Killer Engager (TriKE™), and Tetra-specific Killer Engager (TetraKE™) ~~and bi-specific ligand-directed single-chain fusion protein technology platforms.~~platform technologies. Our TriKE and TetraKE platforms generate proprietary ~~therapeutics~~therapeutic candidates that are designed to harness and enhance the ~~cancer killing abilities~~immune response of a patient’s ~~own natural killer cells, or~~endogenous NK cells. Once bound to an NK cell, our platform moieties are designed to enhance the activity of NK ~~cell, and precisely direct it~~cells, with targeted direction to one or more ~~specifically-targeted~~ proteins expressed on a specific type of cancer cell or virus infected cell, ultimately resulting in ~~the~~ targeted ~~cell’s~~cell death. We have constructed our TriKEs and TetraKEs ~~are made up~~ of recombinant fusion proteins that can be designed to target ~~any number~~a wide array of tumor ~~antigens~~antigen that may be located on hematologic malignancies, sarcomas or solid ~~tumors~~tumors. Our TriKEs and TetraKEs do not require patient-specific or autologous customization.

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~~sarcomas, solid tumors and ~~solid tumors. The~~selected infectious diseases. Our platforms are scalable, and in addition to our first clinical indication of our TriKE platform in relapsed or refractory acute myelogenous leukemia, we are ~~putting processes in place to be able to produce IND-ready moieties in a timely manner after~~preparing investigational new drug applications based on a specific TriKE or TetraKE ~~conceptual~~ design. ~~After conducting market and competitive research, specific moieties can then be advanced~~We intend to continue to advance 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.~~companies, multiple TriKE or TetraKE product candidates. We believe our TriKEs and TetraKEs may have the ability, if approved for marketing, to be used ~~on a stand-alone basis, augment the~~as monotherapy, be dosed concomitantly with 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.

We are also using our TriKE and TetraKE platforms to develop therapeutics ~~useful~~ for the treatment of infectious ~~disease~~diseases such as ~~for the treatment of patients infected by the~~ human immunodeficiency virus ~~(HIV). While~~(“HIV”) and COVID-19 infection. For example, while the use of anti-retroviral drugs has substantially improved the ~~health~~morbidity and ~~increased the longevity~~mortality of individuals infected with HIV, these drugs are designed to suppress virus replication and to help modulate progression to AIDS and to limit further transmission of the virus. Despite the use of anti-retroviral drugs, infected individuals retain reservoirs of latent HIV-infected cells that, upon cessation of anti-retroviral drug therapy, can reactivate and ~~re-establish~~reestablish an active HIV infection. ~~For a curative therapy, destruction~~Destruction of these latent HIV infected cells ~~must take place. The~~is the primary objective of curative therapy. Our HIV-TriKE contains the antigen binding fragment (Fab) from a broadly-neutralizing antibody targeting the HIV-Env protein. The HIV-TriKE is designed to target HIV while redirecting NK cell killing specifically to actively replicating HIV infected cells. The HIV-TriKE induced NK cell proliferation and demonstrated the ability in vitro to reactivate and kill HIV-infected T-cells. These findings indicate a potential role for the HIV-TriKE in the reactivation and elimination of the latently infected HIV reservoir cells by harnessing the NK cell’s ability to mediate the antibody-directed cellular ~~cytotoxicity (ADCC).~~

cytotoxicity.

We ~~also believe our bi-specific, ligand-directed single-chain fusion proteins are examples of~~have licensed the next generation of antibody-drug conjugates (ADCs). We believe GTB-1550 has certain properties that could result in competitive advantages over recently FDA-approved ADC products targeting leukemias and lymphomas and/or have utility in 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 of these patients, who had failed multiple previous treatment regimens, has been in remission since early 2015.

~~Our initial work has been conducted in collaboration with the Masonic Cancer Center at~~exclusive rights from the University of Minnesota ~~under a program led by Dr. Jeffrey Miller, the Deputy Director. 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.~~platforms.

Recent Developments

Collaboration Agreement

On March 10, 2020, we entered into a collaboration agreement with Cytovance® Biologics, a USA-based contract development and manufacturing organization ~~(CDMO)~~ and a subsidiary of ~~the Shenzhen~~ Hepalink, ~~Pharmaceutical Group Co., Ltd. (“Hepalink”),~~ to provide development services for a ~~TriKE™~~TriKE therapeutic for the treatment of the coronavirus infection. Under the terms of the collaboration agreement, the companies will focus on preparing sufficient quantities of our coronavirus TriKE drug product for preclinical evaluation using Cytovance’sE. ~~coli-based~~coli-based Keystone Expression System™ and subsequently, will scale-up production using Cytovance’s GMP microbial manufacturing platform for evaluation of TriKE in humans to treat the coronavirus infection.

Bridge Financing

Between April 20 and July 7, 2020, we entered into securities purchase agreements pursuant to which we issued Convertible Notes (including the July 2020 Notes) in an aggregate principal amount of approximately $5.2 million (collectively, the “Bridge Notes”), which, together with an additional $0.4 million aggregate principal amount of Convertible Notes issued between December 2019 and January 2020, completed our previously announced bridge financing (the “Bridge Financing”) resulting in gross proceeds to us of approximately $5.6 million. The Bridge Notes are convertible at any time, at the holder’s option, into shares of our common stock at an initial conversion price of $0.20 per share, subject to certain beneficial ownership limitations (with a maximum ownership limit of 9.99%).

The Bridge Notes each have a term of six months and mature between August 20, 2020 and January 7, 2021, unless earlier converted or repurchased. The terms of the Bridge Notes are generally the same as the Company’s other Convertible Notes, except that the Bridge Notes will be subject to mandatory conversion in the event of the completion of a future financing in the amount of at least $15 million at a conversion price equal to the lesser of (i) the conversion price in effect for the Bridge Notes on the date of completion of such financing or (ii) 75% of the lowest per share price at which common stock may be issued in connection with any conversion rights associated with the financing, in each case, subject to the beneficial ownership limitations described above.

The additional $0.4 million aggregate principal amount of Convertible Notes issued between December 2019 and January 2020 as part of the Bridge Financing have the same terms as the Bridge Notes, except that they are not subject to mandatory conversion in connection with a subsequent financing.

See Note 2,Debtunder the caption “Convertible Notes/Debentures” for additional information regarding the terms of the Company’s Convertible Notes.

Forbearance Agreements

Effective as of June 23, 2020, we entered into the Forbearance Agreements with the holders of approximately $13.2 million aggregate principal amount of the Default Notes, which are currently in default. Pursuant to the Forbearance Agreements, the holders of the Default Notes have agreed to forbear from exercising their rights and remedies under the Default Notes (including declaring such Default Notes (together with default amounts and accrued and unpaid interest) immediately due and payable) until the earlier of (i) the date that we complete a New Financing or (ii) the Termination Date.

Pursuant to the Forbearance Agreement, the holders of the Default Notes have also agreed that the Default Notes (together with default amounts and accrued and unpaid interest) will be converted into common stock upon the closing of a New Financing at a conversion price equal to the lesser of (i) the conversion price in effect for the Default Notes on the date of such New Financing or (ii) 75% of the lowest per share price at which common stock is or may be issued in connection with such New Financing, in each case, subject to certain beneficial ownership limitations (with a maximum ownership limit of 9.99%). Shares of our preferred stock, which are convertible into the Company’s common stock, will be issued in lieu of common stock to the extent that conversion of the Default Notes is prohibited by such beneficial ownership limitations.

In addition, to the extent that any holders of the Default Notes also hold warrants to purchase shares of the Company’s common stock, the exercise price, number of underlying shares and expiration date of such warrants will also be subject to adjustment upon closing of a New Financing in accordance with the terms of the Forbearance Agreements.

Settlement with Empery Funds

Settlement Agreement

On ~~January 30,~~June 19, 2020, ~~GT Biopharma, Inc. (the “Company”)~~we entered into ~~a Securities Purchase~~the Settlement Agreement ~~(the “Purchase Agreement”)~~ with the ~~one purchaser (individually,~~Empery Funds, Anthony Cataldo and Paul Kessler resolving all remaining disputes between the parties pertaining to the Original Securities. See Part II, Item 1. “Legal Proceedings.”

As a ~~“Purchaser,” and collectively,~~result of the ~~“Purchasers”),~~Settlement Agreement, the Company paid the Empery Funds cash payments in an aggregate amount of $0.2 million. In addition, pursuant to ~~which~~the Settlement Agreement, the Company issued to the ~~Purchasers, on January 30, 2020, Secured~~Empery Funds, solely in exchange for the outstanding Original Securities, (i) an aggregate of 3.5 million shares of common stock, (ii) pre-funded warrants to purchase an aggregate of 5.5 million shares of common stock and (iii) Convertible Notes in an aggregate principal amount of ~~$200,000 (the “Notes”), which~~$0.45 million.

Settlement Notes ~~shall be~~

The Settlement Notes are convertible at any time, ~~after issuance~~at the holder’s option, into shares ~~(the “Conversion Shares”)~~ of ~~the Company’s~~ common stock ~~par value $0.001 per share (the “Common Stock”),~~ at an initial conversion price of $0.20 per share, ~~(the “Conversion Price”~~subject to certain beneficial ownership limitations (with a maximum ownership limit of 4.99%). The Settlement Notes mature on December 19, 2020.The terms of the Settlement Notes are generally the same as the Company’s other Convertible Notes,except that the Company is required to make an offer to repurchase, at the holder’s option, the Settlement Notes at price in cash equal to 100% of the aggregate principal amount of the Settlement Notes plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase following the consummation by the Company of a financing transaction, or a series of transactions, resulting in aggregate gross proceeds to the Company in excess of $7.5 million.

Settlement Warrants

The ~~Notes accrue interest at~~Settlement Warrants provide for the ~~rate~~purchase of ~~10% per annum and mature on September 30, 2020. Interest on the Notes is payable in cash or, at a Purchaser’s option, in~~up to an aggregate of 5.5 million shares of ~~Common Stock~~common stock at an exercise price of $0.20 per share, subject to adjustment in certain circumstances, and expire on June 19, 2025. Exercise of 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 Pricewarrant 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.

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 theadditional terms and conditions, including certain beneficial ownership limitations (with a maximum ownership limit 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.4.99%).

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 30 days after January 30, 2020, 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.

Results of Operations

Comparison of the Three Months Ended ~~March 31,~~June 30, 2020 and 2019

Research and Development Expenses

During the three months ended ~~March 31,~~June 30, 2020 and 2019, we incurred ~~$324,000~~$12 thousand and ~~$834,000~~$154 thousand of research and development ~~expenses.~~expenses, respectively. Research and development costs decreased due primarily to the ~~reductions employees, consultants~~reduction of employee, consultant and preclinical expenses. We anticipate our direct clinical costs towill increase in the second half of 2020 ~~upon~~with the continuation of ~~a phase one~~our Phase I clinical trial of our most advanced TriKe product candidate, ~~OXS-3550.~~GTB-3550.

Selling, general and administrative expenses

During the three months ended ~~March 31,~~June 30, 2020 and 2019, we incurred ~~$746,000~~$1.5 million and ~~$3,222,000~~$2.1 million of selling, general and administrative ~~expenses.~~expenses, respectively. The decrease in selling, general and administrative expenses is primarily attributable the reduction of ~~salaries.~~payroll and stock compensation expenses.

Interest Expense

Interest ~~expense was $638,000~~expenses were $4.6 million and ~~$454,000~~$0.5 million for the three months ended ~~March 31,~~June 30, 2020 and 2019, respectively. The increase is primarily due to the accrual of default interest ~~on outstanding convertible notes.~~under the Default Notes.

Comparison of the Six Months Ended June 30, 2020 and 2019

Research and Development Expenses

During the six months ended June 30, 2020 and 2019, we incurred $336 thousand and $1 million of research and development expenses, respectively. Research and development costs decreased due primarily to the reduction of employee, consultant and preclinical expenses. We anticipate our direct clinical costs will increase in the second half of 2020 upon the continuation of our Phase I clinical trial of our most advanced TriKe product candidate, GTB-3550.

Selling, general and administrative expenses

During the six months ended June 30, 2020 and 2019, we incurred $2.3 million and $5.3 million of selling, general and administrative expenses, respectively. The decrease in selling, general and administrative expenses is primarily attributable the reduction of payroll and stock compensation expenses.

Interest Expense

Interest expenses were $5.3 million and $0.9 million for the six months ended June 30, 2020 and 2019 respectively. The increase is primarily due to the accrual of default interest under the Default Notes..

Liquidity and Capital Resources

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~~six months ended ~~March 31,~~June 30, 2020, the Company raised ~~$200,000~~$4.5 million through ~~an issuance~~a series of ~~a convertible debenture in January 2020.~~issuances of Convertible Notes. 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 is pursuing several alternatives to address this situation, including the raising of additional funding through equity or debt financings. In order to finance existing operations and pay current liabilities over the next ~~twelve~~12 months, the Company will need to raise an additional $15 million of capital in 2020.

The financial statements of the Company have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments that might be necessary should the Company be unable to continue in existence.

The Company has incurred substantial losses and negative cash flows from operations since its inception and has an accumulated deficit of ~~$569~~$577 million and cash of $5$851 thousand as of ~~March 31,~~June 30, 2020. 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, licensing and/or marketing arrangements with pharmaceutical companies. Management has also implemented cost saving efforts, including reduction in executive 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, its business, operating results, financial condition and cash flows may be materially and adversely affected.

Critical Accounting Policies

We consider the following accounting policies to be critical given they involve estimates and judgments made by management and are important for our investors’ understanding of our operating results and financial condition.

Basis of Consolidation

The consolidated financial statements contained in this report include the accounts of GT Biopharma, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated.

Long-Lived Assets

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.

Certain Expenses and Liabilities

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.

Inflation

We believe that inflation has not had a material adverse impact on our business or operating results during the periods presented.

Off-balance Sheet Arrangements

We have no off-balance sheet arrangements as of ~~March 31,~~June 30, 2020.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

This company qualifies as a smaller reporting company, as defined in 17 C.F.R. §229.10(f)(1) and is not required to provide information by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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)~~amended (the “Exchange Act”), as of ~~March 31, 2019.~~June 30, 2020. Based on that evaluation we have concluded that our disclosure controls and procedures were not effective as of ~~March 31, 2020.~~

~~Management’s Report on Internal Control over Financial Reporting~~

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,June 30, 2020 as a ~~process designed by, or under the supervision~~result 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:

●

~~Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;~~

●

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

●

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

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 March 31, 2020, 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.~~

~~A material weakness is a deficiency, or a combination of deficiencies,~~ in internal control over financial reporting ~~such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.~~

~~Management determined that fundamental elements of an effective control environment were missing or~~due to (i) inadequate ~~as of March 31, 2020.~~ ~~The most significant issues identified were: 1) lack of~~ segregation of duties, ~~due to very small staff and significant reliance on outside consultants, 2)~~(ii) risks of executive override ~~also due to lack of established policies,~~ and ~~small employee staff and 3)~~(iii) insufficient written policies and procedures for accounting and financial reporting ~~for~~with respect to the requirements and application of both U.S. GAAP and SEC ~~Guidelines. Based on~~regulation, in each case, as described in "Item 9A. Controls and Procedures" in the ~~material weaknesses identified above, management has concluded that internal control over financial reporting was not effective as of March~~Company's Form 10-K for the year ended December 31, ~~2020. As the company’s operations increase, the company~~2019.

The Company is taking steps, and intends to take ~~measures~~additional steps, to mitigate the issues identified and implement a functional system of internal ~~controls~~control over financial reporting. Such measures will include, but not be limited toto: hiring of additional employees in ~~its~~our finance and accounting department; preparation of risk-control matrices to identify key risks and develop and document policies to mitigate those risks; and identification and documentation of standard operating procedures for key financial and SEC reporting activities.

Changes in Internal Control over Financial Reporting

~~Other than as described~~Except for the ongoing remediation of the material weaknesses in internal controls over financial reporting noted above, no changes in our internal control over financial reporting were made during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

On December 24, 2018, the Empery ~~Asset Master, Empery Tax Efficient, LP, and Empery Tax Efficient II, LP (collectively, “Plaintiffs)~~Funds filed in the N.Y. Supreme Court, Index No. 656408/2018, alleging causes of action against the Company for Breach of Contract, Liquidated Damages, Damages, and Indemnification. The claims arose out of a securities purchase agreement entered into between ~~Plaintiffs~~the Empery Funds and the Company pursuant to which the Company issued ~~convertible notes and warrants~~the Original Securities to ~~Plaintiffs~~the Empery Funds in or around January 2018. ~~Plaintiffs allege, inter alia, that~~On June 19, 2020, the Company ~~failed~~and the Empery Funds, among others, entered into the Settlement Agreement resolving all remaining disputes between the parties pertaining to ~~pay Plaintiffs’ outstanding principal on or before~~ the ~~July 23, 2018 maturity date~~Original Securities. See “ Part I, Item 2.Management’s Discussion and Analysis of ~~said notes, failed to convert a portion~~Financial Condition and Results of ~~said notes in response to Plaintiffs’ conversion notice, and failed to timely adjust~~Operations—“under the exercise price of said warrants. At issue are notes issued to Plaintiffs in the aggregate principal amount of approximately $2.2 million and warrants representing the right of Plaintiffs to acquire an aggregate of 480,352 shares of common stock in the Company. The Company and Plaintiffs are in the process of negotiating a settlement that would fully resolve Plaintiffs’ asserted claims, but no formal agreement has been finalized.caption”Recent Developments—Settlement with Empery Funds.”

On August 28, 2019, a complaint was filed in the Superior Court of California, County of Los Angeles, West Judicial District, Santa Monica Courthouse, Unlimited Civil Division by Jeffrey Lion ~~an individual (“Lion”),~~ and by Daniel ~~Vallera, an individual (“Vallera”).~~Vallera. Lion and Vallera are referred to jointly as the ~~“Plaintiffs”.~~“Plaintiffs.” The complaint was filed against ~~GT Biopharma, Inc.~~the Company and its subsidiary Oxis Biotech, Inc. (either of them or jointly, the ~~“Company”~~“Defendant”). The Plaintiffs allege breach of a license agreement between the Plaintiffs and the ~~Company~~Defendant entered into on or about September 3, 2015. Lion alleges breach of a consulting agreement between Lion and the ~~Company~~Defendant entered into on or about September 1, 2015. Vallera alleges breach of a consulting agreement between Vallera and the ~~Company~~Defendant entered into in or around October, 2018. The ~~Complaint~~complaint seeks actual damages of $1,670,000, for the fair market value of the number of shares of ~~GT Biopharma, Inc.~~the Company’s common stock that at the time of judgment represent 15,000,000 shares of such stock as of September 1, 2015, and that ~~GT Biopharma, Inc.~~the Company issue Lion the number of common shares ~~of GT Biopharma, Inc.~~the Company’s common stock that at the time of judgment represent 15,000,000 such shares as of September 1, 2015.

Item 1A. Risk Factors

Information regarding risk factors appears under “Risk Factors” included in Part I. Item ~~1A,~~1A. Risk ~~Factors,~~Factors. of our Annual Report on Form 10-K for the year ended December 31, 2019. There have been no material changes from the risk factors previously disclosed in the above-mentioned periodic report.

Item 2. Unregistered Sales of Securities and Use of Proceeds

The Company made the following issuances of its unregistered equity securities pursuant exemptions contained in Section 4(a)(2) or 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506 of Regulation D promulgated thereunder that have not previously been reported:

●

On December 19, 2019, GT Biopharma, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the one purchaser (individually, a “Purchaser,” and collectively, the “Purchasers”), pursuant to whichMay 1, 2020, the Company issued to 1,086,429 shares of common stock for consulting services.

●

In July 2020, the ~~Purchasers, on December 19, 2019, Secured Convertible Notes in an~~Company issued 1,125,000 shares of common stock upon conversion of $225,000 aggregate principal amount of ~~$200,000 (the “Notes”), which Notes shall be convertible at any time after issuance into~~Convertible Notes.

●

On July 28, 2020, the Company issued a warrant to purchase up to an aggregate of 1,000,000 shares ~~(the “Conversion Shares”)~~ of ~~the Company’s~~ common stock ~~par value $0.001 per share (the “Common Stock”),~~ at an ~~initial conversion~~exercise price of $0.20 per share, ~~(the “Conversion Price”).~~

The Notes accrue interest at the rate of 10% per annum and mature on August 19, 2020. 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.~~circumstances. The ~~Company may only prepay the Notes with the prior written consent of the respective Purchasers thereof.~~

~~The Purchase Agreement contains customary representations, warranties and covenants, including covenants, subject to~~warrant was issued as compensation for 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 30 days after December 19, 2019, one or more registration statements on Form S-3 (or, if Form S-3 is not then availableservices provided 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.Company.

On January 30, 2020 GT Biopharma, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the one purchaser (individually, a “Purchaser,” and collectively, the “Purchasers”), pursuant to which the Company issued to the Purchasers, on January 30, 2020, Secured Convertible Notes in an aggregate principal amount of $200,000 (the “Notes”), 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 an initial conversion price of $0.20 per share (the “Conversion Price”).

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 30 days after January 30, 2020, 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.

Between April 20 and May 7, 2020, GT Biopharma, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with eight purchasers (individually, a “Purchaser,” and collectively, the “Purchasers”), pursuant to which the Company issued to the Purchasers, on January 30, 2020, Secured Convertible Notes in an aggregate principal amount of $2,067,000 (the “Notes”), 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 an initial conversion price of $0.20 per share (the “Conversion Price”).

The Notes accrue interest at the rate of 10% per annum and mature between October 20 and November 7, 2020. 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.

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 30 days after April 20, 2020, 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.

Item 3. Defaults Upon Senior Securities.

As of ~~March 31,~~June 30, 2020, convertible notes totaling approximately ~~$13,257,000~~$13.2 million are in default.

Item 4. Mine Safety Disclosures

~~None.~~Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

~~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~~	~~Securities Purchase Agreement by and among the Company and the Buyers, dated January 30, 2020.~~	X

~~10.2~~	~~Form of Registration Rights Agreement by and among the Company and the Buyers, dated January 30, 2020.~~	X

~~10.3~~	~~Form of Note, dated January 30, 2020.~~	X

~~10.4~~	~~Securities Purchase Agreement by and among the Company and the Buyers, dated April/May, 2020.~~	X

~~10.5~~	~~Form of Registration Rights Agreement by and among the Company and the Buyers, dated April/May, 2020.~~	X

~~10.6~~	~~Form of Note, dated April/May, 2020.~~	X

~~10.7~~	~~Clinical Trial Agreement with University of Minnesota~~	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~~		~~XBRL Taxonomy Extension Calculation Linkbase Document.~~

~~101.DEF~~		~~XBRL Taxonomy Extension Definition Linkbase Document.~~

~~101.LAB~~		~~XBRL Taxonomy Extension Label Linkbase Document.~~

~~101.PRE~~		~~XBRL Taxonomy Extension Presentation Linkbase Document.~~

			Incorporated by Reference
Exhibit	Description	Herewith	Form	Number	SEC File No.	Filing Date

10.1	Form Securities Purchase Agreement among GT Biopharma, Inc. and the purchaser named therein (executed in April/May 2020)		10-Q	10.4	000-08092	05/15/20

10.2	Form of Registration Rights Agreement among GT Biopharma, Inc. and the purchaser named therein (executed in April/May 2020)		10-Q	10.5	000-08092	05/15/20

10.3	Form of Convertible Note (related to Securities Purchase Agreement executed in April/May 2020)		10-Q	10.6	000-08092	05/15/20

10.4	Securities Purchase Agreement, dated July 7, 2020, among GT Biopharma, Inc. and the purchaser named therein		8-K	10.1	000-08092	07/09/20

10.5	Registration Rights Agreement, dated July 7, 2020, among GT Biopharma, Inc. and the purchaser named therein		8-K	10.3	000-08092	07/09/20

10.6	Form of Convertible Note (related to Securities Purchase Agreement, dated July 7, 2020)		8-K	4.1	000-08092	07/09/20

10.7	Form of Standstill and Forbearance Agreement, dated June 23, 2020, between the Company and certain holders of Convertible Notes		8-K	10.1	000-08092	06/23/20

10.8	Settlement Agreement, dated June 19, 2020, among GT Biopharma, Inc., Empery Asset Master Ltd., Empery Tax Efficient, LP and Empery Tax Efficient II, LP, Anthony Cataldo and Paul Kessler		8-K	10.1	000-08092	06/19/20

10.9	Form of Convertible Note, dated June 19, 2020 (related to Settlement Agreement, dated June 19, 2020)		8-K	10.2	000-08092	06/19/20

10.10	Form of Pre-Funded Warrant to Purchase Common Stock, dated June 19, 2020 (related to Settlement Agreement, dated June 19, 2020)		8-K	10.3	000-08092	06/19/20

10.11	Employment agreement with Anthony Cataldo	X

10.12	Employment agreement with Steven Weldon	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

101.INS	Inline XBRL Instance Document.	X

101.SCH	Inline XBRL Taxonomy Extension Schema Document.	X

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.	X

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.	X

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.	X

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.	X

This certification shall not be deemed “filed” for purposes of Section 18 of the ~~Securities~~Exchange 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.~~Act.

SIGNATURES

Pursuant to the requirements ~~of Section 13 or 15(d)~~ of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: August 14, 2020	GT Biopharma, Inc.

~~Dated: May 15, 2020~~	By:	~~/s/~~/s/ Anthony Cataldo
		Anthony Cataldo
		Chief Executive Officer and Chairman of the Board

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

~~Name~~	~~Position~~	~~Date~~

~~/s/ Anthony Cataldo~~	~~Chief Executive Officer and Chairman of the Board~~	~~May 15, 2020~~
~~Anthony Cataldo~~
Dated: August 14, 2020
~~/s/~~ By: /s/ Steven Weldon	Steven Weldon Chief Financial Officer ~~(Principal Financial Officer), and Director~~	~~May 15, 2020~~
~~Steven Weldon~~

2524

	March 31,
	2020	2019
Revenue:	(unaudited)	(unaudited)
License revenues	$-	$-
TOTAL REVENUE	-	-
Cost of License Revenue	-	-
Gross profit	-	-
Operating Expenses:
Research and development	324	834
Selling, general and administrative	746	3,222
Total operating expenses	1,070	4,056
Loss from Operations	(1,070)	(4,056)
Other income (expense)
Interest expense/income	(638)	(454)
Total Other Income (Expense)	(638)	(454)
Loss before minority interest and provision for income taxes	(1,708)	(4,510)
Less: Loss attributable to the noncontrolling interests	-	-
Loss before provision for income taxes	(1,708)	(4,510)
Provision for income taxes	-	-
Net loss	(1,708)	(4,510)
Loss per share
Basic	$(0.02)	$(0.09)
Diluted	$(0.02)	$(0.09)

Weighted Average Shares Outstanding –
Basic	70,077,026	51,092,886
Diluted	70,077,026	51,092,886