8-K
Protagonist Therapeutics, Inc (PTGX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d)
of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): February 25, 2026
PROTAGONIST THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37852 | 98-0505495 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
Protagonist Therapeutics, Inc. ****
7707 Gateway Blvd., Suite 140
Newark, California 94560-1160
(Address of principal executive offices, including zip code)
(510) 474-0170
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on whichregistered |
|---|---|---|
| Common Stock, par value $0.00001 | PTGX | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02. Results of Operationsand Financial Condition.
On February 25, 2026, Protagonist Therapeutics, Inc. reported its financial results for the fourth quarter and full year ended December 31, 2025. A copy of the press release titled “Protagonist Reports Fourth Quarter and Full Year 2025 Financial Results and Provides Corporate Update” is furnished pursuant to Item 2.02 as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statementsand Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release, dated February 25, 2026, titled “Protagonist Reports Fourth Quarter and Full Year 2025 Financial Results and Provides Corporate Update.” |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Protagonist Therapeutics, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Protagonist Therapeutics, Inc. | ||
|---|---|---|
| Dated: February 25, 2026 | ||
| By: | /s/ Asif Ali | |
| Asif Ali | ||
| Chief Financial Officer |
Exhibit 99.1
Protagonist Reports Fourth Quarter and FullYear 2025 Financial Results and Provides Corporate Update
NDA for rusfertidesubmitted to the US Food and Drug Administration (FDA), with potential approval and launch this year
Companyexpects to opt-out of the 50:50 profit and loss sharing arrangement for rusfertide with Takeda during a 90-day window expectedto open in Q2
U.S.regulatory decision for ICOTYDE*™ (icotrokinra) anticipated in 2026 withpotential launch this year*
PN-881**Phase 1 completion expected by mid-2026
Pre-clinicalpipeline expanded with novel wholly-owned candidates PN-477, an oral and s.c. triple GLP-GIP-GCG agonist and PN-458, anoral and s.c. dual GLP-GIP agonist, and PN-8047, an oral hepcidin functional mimetic
Cash, cash equivalentsand marketable securities of $646 million as of December 31, 2025, anticipated to provide cash runway through at least end of 2028
NEWARK, Calif., February 25,2026 – Protagonist Therapeutics (Nasdaq: PTGX) (“Protagonist” or “the Company”) today reported financial results for the fourth quarter and full year ended December 31, 2025 and provided a corporate update.
“In 2025, Protagonist reached new heights with multiple successful Phase 3 outcomes and two NDA filings of our partnered assets, ICOTYDE and rusfertide,” said Dinesh V. Patel, Ph.D., the Company’s President and CEO. “We see the next 12 to 24 months as a period of significant growth and value creation for Protagonist, driven by a combination of the anticipated regulatory and commercial milestones and royalties from ICOTYDE and rusfertide and the continued advancement of our robust R&D pipeline comprised of the oral IL-17 peptide antagonist, our obesity dual and triple agonists, and our oral hepcidin functional mimetic. We are well equipped to fund all our internal wholly owned programs to clinical proof-of-concept with the cash on hand and potential revenue from the partnered assets.”
Fourth Quarter 2025Recent Developments and Upcoming Milestones
Rusfertide
Under the terms of its License and Collaboration Agreement with Takeda Pharmaceuticals USA, Inc., Protagonist has the right to opt out of the 50:50 profit and loss sharing arrangement in the U.S. during the 90-day period beginning 120 days after filing of a New Drug Application with the FDA for Rusfertide for polycythemia vera. We currently expect to exercise that right in the second quarter of 2026.
ICOTYDE***™(Icotrokinra)***
| · | A U.S. regulatory decision is anticipated in 2026, followed by commercial<br>launch this year, if FDA approval is granted. |
|---|---|
| · | Primary endpoint enrollment completion is expected in 2026 for: |
| --- | --- |
| o | The Phase 3 ICONIC-ASCEND multicenter,<br> randomized, double-blind, placebo-controlled and ustekinumab active comparator-controlled<br> study to evaluate the efficacy and safety of icotrokinra for the treatment of participants<br> with moderate to severe plaque psoriasis (NCT06934226). |
| --- | --- |
| o | The<br> Phase 3, multicenter, randomized, double-blind, placebo-controlled study evaluating the efficacy<br> and safety of icotrokinra for the treatment of biologic-naïve participants with active<br> psoriatic arthritis (NCT06878404). |
| --- | --- |
Clinical Programs
The Company expects its Phase 1 study of PN-881 to be complete by mid-2026, informing subsequent clinical development plans.
Discovery Programs
| · | Recently, Protagonist announced two new wholly owned development candidates**:** |
|---|---|
| o | PN-458, a novel dual GLP-GIP agonist for obesity, and |
| --- | --- |
| o | PN-8047, an oral hepcidin functional mimetic complementing rusfertide, an injectable hepcidin mimetic. |
| --- | --- |
| · | Additionally, the Company added IL-4Rα and amylin as high-priority<br>discovery programs to further expand and strengthen its pipeline. |
| --- | --- |
Fourth Quarter and Full Year 2025 Financial Results
Cash, Cash Equivalents and MarketableSecurities: Cash, cash equivalents, and marketable securities as of December 31, 2025, were $646.0 million as compared to $559.2 million in the previous year.
| Three Months Ended | Twelve Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||||
| (in thousands, except per share amounts) | 2025 | 2024 | 2025 | 2024 | ||||||
| (Unaudited) | ||||||||||
| License and collaboration revenue | $ | 7,437 | $ | 170,638 | $ | 46,016 | $ | 434,433 | ||
| Research and development expense | $ | 46,358 | $ | 34,904 | $ | 159,290 | $ | 138,128 | ||
| General and administrative expense | $ | 11,434 | $ | 8,954 | $ | 44,853 | $ | 43,462 | ||
| Net (loss) income | $ | (44,384 | ) | $ | 131,674 | $ | (130,149 | ) | $ | 275,188 |
| Basic earnings (loss) per share | $ | (0.69 | ) | $ | 2.11 | $ | (2.05 | ) | $ | 4.47 |
| Diluted earnings (loss) per share | $ | (0.69 | ) | $ | 1.98 | $ | (2.05 | ) | $ | 4.23 |
Revenue: License and collaboration revenue is derived from the Company’s License and Collaboration Agreement with JNJ, (the “JNJ Agreement”), and its License and Collaboration Agreement with Takeda (the “Takeda Agreement”).
| · | License and collaboration revenue decreased by $163.2 million from $170.6<br>million for the fourth quarter of 2024 to $7.4 million for the fourth quarter of 2025. License and collaboration revenue decreased by<br>$388.4 million from $434.4 million for the full year 2024 to $46.0 million for the full year 2025. The decrease in revenue was primarily<br>attributable to lower milestone and collaboration revenue, which is highly variable and dependent upon factors such as the timing of when<br>regulatory and sales milestones are achieved, if at all, and the accounting for any upfront payments associated with any existing or new<br>agreements. |
|---|---|
| · | License and collaboration revenue of $7.4 million for the fourth quarter<br>of 2025 was comprised of development services we provided during the period under the Takeda Agreement. License and collaboration revenue<br>of $170.6 million for the fourth quarter of 2024 included (i) achievement of a non-refundable $165.0 milestone under the JNJ Agreement,<br>and (ii) development services we provided during the period under the Takeda Agreement. |
| --- | --- |
| · | License and collaboration revenue of $46.0 million for the full year 2025<br>was comprised of (i) proportional recognition of a $25.0 million milestone earned from Takeda in Q1 25, and (ii) development<br>services we provided during the period under the Takeda agreement. License and collaboration revenue of $434.4 million for the full year<br>2024 included (i) $254.1 million of the $300.0 million initial transaction price for the Takeda Agreement allocated to the rusfertide<br>license upon effectiveness of the agreement, (ii) achievement of a non-refundable $165.0 milestone under the JNJ Agreement earned<br>in Q4 24, and (iii) development services we provided during the period under the Takeda Agreement. |
| --- | --- |
Research and Development Expenses: Increased by $11.5 million and $21.2 million for the fourth quarter and full year 2025, respectively, from the prior year periods. The increases were due primarily to increases in drug discovery and pre-clinical research expenses, including expenses related to our IL-17 product candidate PN-881 and our obesity product candidates.
General and Administrative Expenses: Increased by $2.5 million for the three months ended December 31, 2025, from the prior year period primarily due to increases in professional services and personnel-related expenses. The increase of $1.4 million for the full year 2025 as compared to the prior year was primarily due to increases in professional services and personnel-related expenses, partially offset by $4.6 million in one-time advisory and legal fees in 2024 related to the Takeda Agreement.
Net (Loss) Income: Net loss was $44.4 million, or $0.69 per basic share and diluted share, for the fourth quarter of 2025 as compared to net income of $131.7 million, or $2.11 per basic share and $1.98 per diluted share, for the fourth quarter of 2024. Net loss was $130.1 million, or $2.05 per basic share and diluted share, for the full year 2025, as compared to net income of $275.2 million, or $4.47 per basic share and $4.23 per diluted share, for the full year 2024.
AboutProtagonist
Protagonist Therapeutics is a discovery through late-stage development biopharmaceutical company. Two novel peptides derived from Protagonist's proprietary discovery platform are currently in advanced Phase 3 clinical development, with a New Drug Application (NDA) for ICOTYDE^TM^ (icotrokinra) under review at the FDA and an NDA for rusfertide submitted in December 2025. ICOTYDE is a first-in-class investigational targeted oral peptide that selectively blocks the Interleukin-23 receptor ("IL-23R"), which is licensed to Janssen Biotech, Inc., a Johnson & Johnson company. Following ICOTYDE's joint discovery by Protagonist and Johnson & Johnson scientists pursuant to the companies' IL-23R collaboration, Protagonist was primarily responsible for the development of Icotyde through Phase 1, with Johnson & Johnson assuming responsibility for development in Phase 2 and beyond. Rusfertide, a mimetic of the natural hormone hepcidin, is currently in development for the rare blood disorder polycythemia vera. Rusfertide is being co-developed and may be co-commercialized with Takeda Pharmaceuticals pursuant to a worldwide collaboration and license agreement under which the Company was primarily responsible for development through NDA filing. The Company also has a number of preclinical stage drug discovery programs addressing clinically and commercially validated targets including an oral IL-17 peptide antagonist, obesity dual and triple agonists, an oral hepcidin functional mimetic, and the recently announced IL-4 and amylin programs.
More information on Protagonist, its pipeline drug candidates and clinical studies can be found on the Company's website at https://www.protagonist-inc.com/.
Cautionary Note on Forward-Looking Statements
This press release contains forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding potential timing of regulatory actions, clinical trial results and potential revenue from the Company’s collaborations with Takeda and Johnson & Johnson. In some cases, you can identify these statements by forward-looking words such as "anticipate," "believe," "may," "will," "expect," or the negative or plural of these words or similar expressions. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results and events to differ materially from those anticipated, including, but not limited to, our ability to develop and commercialize our product candidates, our ability to earn milestone payments under our collaboration agreements with Janssen and Takeda, our ability to use and expand our programs to build a pipeline of product candidates, our ability to obtain and maintain regulatory approval of our product candidates, our ability to operate in a competitive industry and compete successfully against competitors that have greater resources than we do, and our ability to obtain and adequately protect intellectual property rights for our product candidates. Additional information concerning these and other risk factors affecting our business can be found in our periodic filings with the Securities and Exchange Commission, including under the heading "Risk Factors" contained in our most recently filed periodic reports on Form 10-K and Form 10-Q filed with the Securities and Exchange Commission. Forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition, and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements contained in this press release. Any forward-looking statements that we make in this press release speak only as of the date of this press release. We assume no obligation to update our forward-looking statements, whether as a result of new information, future events, or otherwise, after the date of this press release.
Investor Relations Contact
Corey Davis, Ph.D.
LifeSci Advisors
cdavis@lifesciadvisors.com
+1 212 915 2577
Media Relations Contact
Virginia Amann
ENTENTE Network of Companies
virginiaamann@ententeinc.com
+1 833 500 0061 ext 1
PROTAGONIST THERAPEUTICS, INC.
Consolidated Statements of Operations
(Amounts in thousands except share and per sharedata)
| Three Months Ended | Twelve Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||
| License and collaboration revenue | $ | 7,437 | $ | 170,638 | $ | 46,016 | $ | 434,433 | ||
| Operating expense: | ||||||||||
| Research and development ^(1)^ | 46,358 | 34,904 | 159,290 | 138,128 | ||||||
| General and administrative ^(1)^ | 11,434 | 8,954 | 44,853 | 43,462 | ||||||
| Total operating expense | 57,792 | 43,858 | 204,143 | 181,590 | ||||||
| Loss (income) from operations | (50,355 | ) | 126,780 | (158,127 | ) | 252,843 | ||||
| Interest income | 6,761 | 6,853 | 28,789 | 26,315 | ||||||
| Other (expense) income, net | (124 | ) | 31 | 27 | 250 | |||||
| (Loss) income before income tax expense | (43,718 | ) | 133,664 | (129,311 | ) | 279,408 | ||||
| Income tax expense | 666 | 1,990 | 838 | 4,220 | ||||||
| Net (loss) income | $ | (44,384 | ) | $ | 131,674 | $ | (130,149 | ) | $ | 275,188 |
| Net (loss) income per share, basic | $ | (0.69 | ) | $ | 2.11 | $ | (2.05 | ) | $ | 4.47 |
| Net (loss) income per share, diluted | $ | (0.69 | ) | $ | 1.98 | $ | (2.05 | ) | $ | 4.23 |
| Weighted-average shares used to compute net (loss) income per share, basic | 64,031,592 | 62,328,468 | 63,573,048 | 61,566,989 | ||||||
| Weighted-average shares used to compute net (loss) income per share, diluted | 64,031,592 | 66,406,817 | 63,573,048 | 65,077,722 |
(1) Amount includes non-cash stock-based compensation expense.
Stock-basedCompensation
(In thousands)
| Three Months Ended | Twelve Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| Research and development | $ | 6,121 | $ | 5,322 | $ | 26,422 | $ | 20,919 |
| General and administrative | 4,580 | 3,771 | 19,552 | 16,635 | ||||
| Total stock-based compensation expense | $ | 10,701 | $ | 9,093 | $ | 45,974 | $ | 37,554 |
PROTAGONIST THERAPEUTICS, INC.
Selected Consolidated Balance Sheet Data
(In thousands)
| December 31, | December 31, | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash, cash equivalents and marketable securities | $ | 646,002 | $ | 559,165 | ||
| Working capital | 532,133 | 544,243 | ||||
| Total assets | 668,188 | 744,725 | ||||
| Deferred revenue | 9,550 | 30,567 | ||||
| Accumulated deficit | (470,671 | ) | (340,522 | ) | ||
| Total stockholders' equity | 614,707 | 675,295 |