GT Biopharma Inc 2024年度报告

FORM10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended:December 31,2024or ☐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:001-40023 GT BIOPHARMA, INC.(Exact name of Registrant as specified in its charter) 94-1620407 (State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) N/A1(Address of principal executive offices)(415)919-4040(Registrant’s telephone number including area code) Securities registered pursuant to Section 12(b) of the Act: Exchanges on which RegisteredNasdaqCapital Market Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ Accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the registrant’s common stock, $0.001 par value per share, held by non-affiliates on June 30, 2024 wasapproximately $5.1million. As of February 19, 2025, there were2,234,328shares of the registrant’s common stock, $0.001par value,issued and outstanding. 1Effective as of July 1, 2024, the Company became a fully remote company. We do not maintain a principal executive office. Forpurposes of compliance with applicable requirements of the Securities Act of 1933, as amended, and the Securities Exchange Actof 1934, as amended, any stockholder communication required to be sent to the Company’s principal executive offices may bedirectedto315MontgomeryStreet,10thFloor,SanFrancisco,California94104,orbyemailtoauditcommittee@gtbiopharma.com. PART I1Item 1.Business1Item 1A.Risk Factors9Item 1B.Unresolved Staff Comments29Item 1C.Cybersecurity30Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures31PART II32Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities32Item 6.[Reserved]32Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations33Item 7A.Quantitative and Qualitative Disclosures About Market Risk36Item 8.Financial Statements and Supplementary Data37Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure57Item 9A.Controls and Procedures57Item 9B.Other Information58Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections58PART III59Item 10.Directors, Executive Officers and Corporate Governance59Item 11.Executive Co