Stockholders’ Equity | Note 6 – Stockholders’ Equity The Company’s authorized capital as of March 31,2023 was 250,000,000 0.001 15,000,000 0.01 Common Stock Private Placement of Common Stock On January 4, 2023, GT Biopharma received gross proceeds of $ 6.5 million, before deducting placement agent fees and other offering expenses of $ 232,000 in relation to a purchase agreement (the “Purchase Agreement”) signed on December 30, 2022, between the Company and an institutional investor (the “Purchaser”) for the issuance and sale, in a registered direct offering (the “Offering”), of 3,600,000 shares of the Company’s common stock, par value $ 0.001 per share (the “Shares”), pre-funded warrants to purchase up to 2,900,000 shares of the Company’s common stock (the “Pre-Funded Warrants”), warrants to purchase up to an aggregate of 6,500,000 shares of the Company’s common stock (the “Common Warrants”) and placement agent warrants to purchase up to 390,000 shares of the Company’s common stock (the “Placement Agents Warrants”). The Common Warrants have an exercise price equal to $ 1.00 , will be exercisable commencing six months following issuance, and will have a term of exercise equal to five years following the initial exercisable date. The Pre-Funded Warrants have an exercise price of $ 0.0001 per Share, are immediately exercisable and can be exercised at any time after their original issuance until such Pre-Funded Warrants are exercised in full. The Placement Agents Warrants have an exercise price equal to $ 1.25 , will be exercisable commencing six months following issuance, and will have a term of exercise equal to five years following the initial exercisable date. The Common Warrants and the Placement Agents Warrants contained a clause not considered to be within the Company’s control. The Company determined that the provision represented a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the Common Warrants and the Placement Agent Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. Accordingly, the Common Warrants and the Placement Agent Warrants were classified as a warrant liability, and $ 5.8 Common Stock Issuable On February 16, 2021, because of the mandatory conversion of the notes payable and accrued interest in the aggregate amount of $ 38.8 11,413,322 11,086,024 327,298 1.1 Cancellation of common stock The Company cancelled 290,999 Common stock issued for services During the three months ended March 31, 2023, and pursuant to the vesting term of a 2021 agreement, the Company issued 73,454 315,000 247,429 1.3 Common stock issued for vendor payable On March 13, 2023, the Company issued 486,819 287,000 820,000 533,000 Preferred Stock Series C Preferred Stock At March 31, 2023 and December 31, 2022, there were 96,230 0.01 As a result of reverse stock splits in previous years and the agreement terms for adjusting the rights of the related shares, the 96,230 Series K Preferred Stock On February 16, 2021, the Board designated 115,000 .01 Shares of the Series K Preferred Stock are convertible at any time, at the option of the holders, into shares of the Company’s common stock at an effective conversion rate of 100 As of March 31, 2023 and December 31, 2022, there were no Warrants and Options Common Stock Warrants Stock warrant transactions for the three months ended March 31, 2023 were as follows: Schedule of Warrant Activity Number of Weighted Average Warrants Exercise Price Warrants outstanding at December 31, 2022 2,337,274 $ 5.30 Granted 9,790,000 0.71 Forfeited/cancelled (78,394 ) 3.40 Exercised - - Warrants outstanding at March 31, 2023 12,048,880 $ 1.60 Warrants exercisable at March 31, 2023 5,158,880 $ 2.39 As of March 31, 2023, all issued and outstanding warrants are fully vested, with the exception of 6.5 390,000 2,900,000 0.0001 Warrants outstanding as of March 31, 2023 are exercisable as follows: Schedule of Warrants Outstanding Warrants Outstanding Warrants Exercisable Range of Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 0.0001 2,900,000 Indefinite $ 0.0001 2,900,000 $ 0.0001 1.00 1.25 6,890,000 5.2 1.01 - 1.01 3.40 5.50 2,258,880 2.3 5.45 2,258,880 5.45 12,048,880 5,158,880 Common Stock Options Common stock option transactions for the three months ended March 31, 2023 were as follows: Schedule of Options Activity Number of Weighted Average Options Exercise Price Options outstanding at December 31, 2022 1,630,452 $ 2.57 Granted 2,000,000 0.85 Forfeited/cancelled (162,537 ) 2.75 Exercised - - Options outstanding at March 31, 2023 3,467,915 $ 1.56 Options exercisable at March 31, 2023 1,871,141 $ 2.09 The Company is recognizing the corresponding stock compensation expense for options granted to certain consultants, employees, officers and directors based upon their vesting term. On January 27, 2023, the Company granted stock options to employees and members of its board of directors to purchase an aggregate of 2,000,000 0.85 10 years 1.4 Schedule of Stock Granted Assumptions Stock price $ 0.85 Risk-free interest rate 3.62 % Expected volatility 121 % Expected life (in years) 5.3 Expected dividend yield - For the three months ended March 31, 2023, the Company recognized stock compensation expense relating to the vesting of options granted on January 27, 2023 and prior years of $ 507,000 . 46,000 Options outstanding as of March 31, 2023 are exercisable as follows: Schedule of Options Outstanding Options Outstanding Options Exercisable Range of Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 3.05 151,288 8.7 $ 3.05 151,288 $ 3.05 2.48 1,316,627 9.3 2,48 1,219,853 2.48 0.85 2,000,000 9.8 0.85 500,000 0.85 3,467,915 1,871,141 At March 31, 2023 and 2022, there were 1,596,744 191,285 1.3 511,000 There was no intrinsic value of the outstanding options as of March 31, 2023 as the exercise price of these options was greater than the market price. |