GTBP Gt Biopharma, Inc. - 8-K

Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.

On
May 20, 2026, GT Biopharma, Inc., a Delaware corporation (the “Company”), received a letter from the Nasdaq Listing Qualifications
Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Staff has granted
the Company an additional compliance period of 180 calendar days, or until November 16, 2026, to regain compliance with Nasdaq Listing
Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”).
If at any time during this additional compliance period the closing bid price of the Company’s common stock, $0.001 par value per
share (the “Common Stock”), is at least $1.00 per share for a minimum of 10 consecutive business days (unless the Staff exercises
its discretion to extend this ten business day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)), Nasdaq will provide the Company
written confirmation of compliance with the Minimum Bid Price Requirement, and the matter will be closed.

As
previously disclosed, on November 20, 2025, the Company received a letter from the Staff notifying the Company that the closing bid price
of the Company’s common stock had fallen below the required minimum bid price of $1 per share for 30 consecutive business days
and that the Company had been provided an initial 180 calendar day compliance period, or until May 19, 2026, to regain compliance.

Nasdaq
determined that the Company is eligible for the additional compliance period because the Company meets the continued listing requirement
for the market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market,
with the exception of the Minimum Bid Price Requirement.

The
Company intends to monitor the closing bid price of the Common Stock and assess its available options to regain compliance with the Minimum
Bid Price Requirement and continue listing on The Nasdaq Capital Market. There can be no assurance that the Company will be able to regain
compliance with the Minimum Bid Price requirement or will otherwise be in compliance with other applicable Nasdaq listing rules.

Item
9.01 Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit

Number

Description

104

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