GT Biopharma, Inc 10-Q for FY2020 Q3

GT Biopharma, Inc. (GTBP)

10-Q 2020-11-13 For: 2020-09-30

Added on April 10, 2026

About this 10-Q

GT Biopharma, Inc filed this 10-Q on November 13, 2020, covering the quarter ended September 30, 2020 (FY2020 Q3).

Headline figures

Quarter ended September 30, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $2.88M; compared with a net loss of $29.88M a year earlier

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☑	Smaller reporting company ☑
	Emerging growth company ☐

PART I FINANCIAL INFORMATION		Page

Item 1.	Financial Statements
	Consolidated Balance Sheets as of September 30, 2020 (Unaudited) and December 31, 2019		1
	Consolidated Statements of Operations for the three and nine months ended September 30, 2020 and 2019 (Unaudited)		2
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019 (Unaudited)		4
	Condensed Notes to Consolidated Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		25
Item 4.	Controls and Procedures		26
PART II OTHER INFORMATION
Item 1.	Legal Proceedings		26
Item 1A.	Risk Factors		26
Item 2.	Unregistered Sales of Securities and Use of Proceeds		27
Item 3.	Defaults Upon Senior Securities		27
Item 4.	Mine Safety Disclosures		27
Item 5.	Other Information		27
Item 6.	Exhibits		30
SIGNATURES			32

	June 30,	December 31,
	2020	2020
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$350	$28
Prepaid expenses	483	246
Total Current Assets	833	274

Deposits	12	12
Operating lease right-to-use asset	72	110
Total Other Assets	84	122
TOTAL ASSETS	$917	$396
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$2,171	$1,940
Accrued expenses	1,228	2,379
Accrued interest	4,182	2,029
Operating lease liability	82	120
Line of credit	31	31
Convertible notes	23,000	13,207
Total Current Liabilities	30,694	19,706

Total liabilities	30,694	19,706

Stockholders’ Deficit:
Convertible preferred stock - $0.01 par value; 15,000,000 shares authorized:
Series C - 96,230 and 96,230 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively	1	1
Series J-1 – 2,353,548 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively	24	24
Common stock - $0.001 par value; 750,000,000 shares authorized; and 77,518,614 and 69,784,699 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively	78	70
Additional paid-in capital	550,984	548,096
Accumulated deficit	(580,695)	(567,332)
Noncontrolling interest	(169)	(169)
Total Stockholders’ Deficit	(29,777)	(19,310)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$917	$396

	Three Months Ended September 30,		Nine Months Ended September 30,
	2020	2019	2020	2019
Operating expenses:
Research and development	(84)	671	252	1,659
Selling, general and administrative expenses	2,029	3,585	4,321	8,932
Loss on impairment	-	4,599	-	4,599
Total operating expenses	1,945	8,855	4,573	15,190
Loss from operations	(1,945)	(8,855)	(4,573)	(15,190)
Other income (expense):
Loss on disposal of assets	-	(20,463)	-	(20,494)
Settlement expense	-	-	(2,563)	-
Interest expense	(931)	(560)	(6,227)	(1,493)
Total other income (expense)	(931)	(21,023)	(8,790)	(21,987)
Loss before provision for income taxes	(2,876)	(29,878)	(13,363)	(31,177)
Provision for income tax	-	-	-	-
Net loss	(2,876)	(29,878)	(13,363)	(31,177)
Net loss per common share – basic and diluted	$(0.04)	$(0.51)	$(0.18)	$(0.69)
Weighted average common shares outstanding – basic and diluted	76,730,076	58,805,997	72, 909,738	53,967,298

	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			3,147	3	626
Beneficial conversion feature of convertible notes					27
Issuance of common stock for settlement of litigation			3,500	4	1,909
Issuance of warrants for compensation					180
Issuance of common stock for compensation			1,086	1	146
Net loss						(13,363)
Balance at September 30, 2020	2,450	$25	77,518	$78	$550,984	$(580,695)

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

	Number of Warrants	Weighted Average Exercise Price
Outstanding at December 31, 2019:	1,813,053	$0.20
Granted	6,500,000	$0.20
Forfeited/canceled	480,352	$0.20
Exercised	-	-
Outstanding at September 30, 2020	7,832,701	$0.20
Exercisable at September 30, 2020	7,832,701	$0.20

Year ending December 31:
2020	18,000
2021	61,000
Total minimum lease payments	$79,000

Theorem Group	$303,726.40
East Venture	$112,788.48
Kasower	$500,078.58
SV Booth	$294,245.54

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

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	10.2	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		10-Q/A	10.11	000-08092	8/18/20
10.12	Employment agreement with Steven Weldon		10-Q/A	10.12	000-08092	08/18/20
10.13	Form of Convertible Note (related to Securities Purchase Agreement, dated July 7, 2020)		8-K	4.1	000-08092	09/22/20
10.14	Securities Purchase Agreement, dated July 7, 2020, among GT Biopharma, Inc. and the purchaser named therein		8-K	10.1	000-08092	09/22/20
10.15	Cytovance Biologics, Inc. Master Services Agreement		8-K	10.1	000-08092	10/06/20
10.16	Form of Standstill and Forbearance Agreement Amendment No. 1, dated October 31, 2020, between the Company and certain holders of Convertible Notes		8-K	10.1	000-08092	11/04/20
10.17	Form of Convertible Note (related to Securities Purchase Agreement, dated November 4, 2020)		8-K	10.1	000-08092	11/09/20

10.18	Securities Purchase Agreement, dated November 4, 2020, among GT Biopharma, Inc. and the purchaser named therein		8-K	10.2	000-08092	11/09/20
10.19	Settlement Agreement, dated as of November 9, 2020, by and among Adam Kasower, East Ventures, Inc., A British Virgin Islands company, SV Booth Investments III, LLC, a Delaware limited liability company and Theorem Group, LLC, a California LLC and GT Biopharma Inc., a Delaware corporation.	X
10.20	Form of Settlement Note, dated November 9, 2020.	X
10.21	Steve Weldon Letter of Resignation, dated November 11, 2020	X
10.22	Board Service Agreement with Bruce Wendel, dated November 11, 2020	X
10.23	Board Service Agreement with Greg Berk, dated November 11, 2020	X
10.24	Consultant Agreement with Michael Handelman, dated November 13, 2020	X
31.1	Certification of Principal Executive Officer and 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 and 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

	GT Biopharma, Inc.

Dated: November 13, 2020	By:	/s/ Anthony Cataldo
		Anthony Cataldo
		Chief Executive Officer, Chief Financial Officer and Chairman of the Board

Dated: November ___, 2020 GT BIOPHARMA, INC. By: ____________________________ Name: Anthony Cataldo Title: Chief Executive Officer	Dated: November ___, 2020 EAST VENTURES, INC. By: ____________________________ Name: Title:
Dated: November ___, 2020 ________________________________ Adam Kasower	Dated: November ___, 2020 SV BOOTH INVESTMENTS III, LLC By: ____________________________ Name: Title:

	GT BIOPHARMA, INC.

	By:
	Name:	Anthony Cataldo
	Title:	Chief Executive Officer

	2020	2019
	(unaudited)	(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$(13,363)	$(37,177)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	-	10
Stock compensation expense for options and warrants issued to employees and non-employees	327	6,202
Amortization of debt discounts	-	451
Non-cash interest expense	3,970	1,140
Loss on disposal of assets	-	20,494
Impairment of intangible assets	-	4,599
Settlement expense	2,363	-
Changes in operating assets and liabilities:
Other assets	3	6
Accounts payable and accrued liabilities	1,365	1,101
Net cash used in operating activities	(5,335)	(3,174)
CASH FLOWS FROM INVESTING ACTIVITIES:
Disposal of fixed assets	-	200
Net cash used by investing activities	0	200
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable	5,657	3,327
Repayment of note payable	-	(100)
Net cash provided by financing activities	5,657	3,227
Minority interest	-	-
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	322	253
CASH AND CASH EQUIVALENTS - Beginning of period	28	60
CASH AND CASH EQUIVALENTS - End of period	$350	$313

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

Supplemental disclosures:
Issuance of common stock upon conversion of convertible notes	$598	$1,150
Issuance of common stock upon conversion of accrued interest	$32	$14

	Date to Effect Conversion: ____________________________

	Principal Amount of Note to be Converted: $__________________

	Accrued Interest to be Converted, if any: $______________

	Conversion Price: $_________________

	Number of shares of Common Stock to be issued: ______________

	Signature: _________________________________________

	Name: ____________________________________________



	DWAC Instructions: _________________________________

	Broker No:_____________
	Account No: _______________

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Date: November 13, 2020		/s/ Anthony Cataldo
		Anthony Cataldo
		Chief Executive Officer, Chief Financial Officer, Chairman, and Director