On September 2, 2026, GT Biopharma, Inc. filed two primary amendments to its Restated Certificate of Incorporation with the Secretary of State of Delaware to eliminate its preferred stock series and effect a reverse stock split.
The filing includes Certificates of Elimination to remove all matters related to eleven series of preferred stock, including Series A through Series K. The company notes that no shares of these eliminated preferred stocks were outstanding immediately before the filing, and all outstanding shares of Series C Preferred Stock were converted on September 2, 2026.
In addition to eliminating the preferred stock, the company filed a Certificate of Amendment to reduce its authorized shares of capital stock. The amendment simultaneously implements a 1-for-25 reverse stock split of the company's common stock, which will become effective at 12:01 a.m. Eastern Time on September 8, 2026.
Under the terms of the split, every 25 shares of issued and outstanding common stock will automatically combine into one share. The company states that the issued and outstanding shares of common stock will decrease from approximately 45,109,497 pre-split shares to approximately 1,804,379 post-split shares. The reverse split applies to outstanding convertible securities, warrants, stock options, and restricted stock, adjusting the number of shares and conversion or exercise prices proportionately.
The amendment also reduces the authorized shares of common stock to 25,000,000 and authorized preferred stock to 1,500,000. The new CUSIP number for the common stock following the split is 36254L 407.
The reverse stock split was approved by stockholders at the company's annual meeting held on August 14, 2026, and the final ratio of 1-for-25 was approved by the board of directors on August 27, 2026.
