GT Biopharma, Inc. entered into a Securities Purchase Agreement on September 14, 2026, to sell up to $30 million in preferred stock and warrants to a group of purchasers. The initial closing of the transaction involves the sale of up to 8,277.778 shares of Series M 10% Convertible Preferred Stock for an aggregate purchase price of $7,450,000. The preferred stock has a stated value of $8,277,778 and carries a dividend rate of 10% per annum, increasing to 12% per annum after September 13, 2027. Dividends are payable quarterly in cash, common stock, or a combination thereof.
Under the terms of the agreement, the preferred stock is convertible into common stock at an initial conversion price of $6.10 per share. The purchasers also received warrants to purchase common stock. These include Common Warrants, which allow the purchase of 100% of the shares of common stock issuable upon conversion of the preferred stock, and Vesting Warrants, which are tied to the exercise of "Greenshoe Rights." The Greenshoe Rights allow purchasers to buy additional preferred stock with a stated value of up to $33,333,333 for a price of $30,000,000. The warrants have an exercise price of $6.10 per share and a term of five years.
The company agreed to file a registration statement with the SEC within 30 days of the initial closing to allow for the public resale of the shares. The company also agreed to hold a meeting of stockholders to obtain approval for the issuance of more than 19.99% of the outstanding common stock. Additionally, the company and its officers and directors entered into lock-up agreements that restrict the sale of company securities for 30 days after shareholder approval is obtained.
