8-K
Protagenic Therapeutics, Inc.new (PTIX)
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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): | April 29, 2025 | |
|---|---|---|
| PROTAGENIC THERAPEUTICS, INC.<br><br><br>Protagenic Therapeutics, Inc.\new | ||
| --- | ||
| (Exact<br> name of Company as specified in its charter) | ||
| Delaware | 001-12555 | 06-1390025 |
| --- | --- | --- |
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| 149<br> Fifth Avenue, Suite 500, New York, NY | 10010 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) | |
| 212-994-8200 | ||
| --- | ||
| (Company’s<br> telephone number, including area code) |
(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 Company under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> of each class | Ticker<br> symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock | PTIX | Nasdaq |
| Common<br> Stock Warrants | PTIXW | Nasdaq |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
Item7.01 Regulation FD Disclosure.
On April 29, 2025, Protagenic Therapeutics, Inc (the “Company”) issued a press release announcing that its Board of Directors approved a 1-for-14 reverse stock split of its common stock, par value $0.0001 to be effective 12:01 a.m., Eastern Time, on May 5, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item9.01 Financial Statements and Exhibits.
(d)Exhibits
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release issued April 29, 2025, furnished herewith. |
| 104 | Cover<br> Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
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.
| Protagenic Therapeutics, Inc. | ||
|---|---|---|
| Date:<br> April 29, 2025 | By: | /s/ Alexander K. Arrow |
| Alexander<br> K. Arrow | ||
| Chief<br> Financial Officer |
Exhibit99.1
FORIMMEDIATE RELEASE
ProtagenicTherapeutics to Effect 1-for-14 Reverse Stock Split
Measuretaken to Comply with Nasdaq Rule 5550(a)(2)
RegardingMinimum Bid Price
April 29, 2025 — NEW YORK — Protagenic Therapeutics, Inc. (Nasdaq: PTIX) (“Protagenic Therapeutics” or the “Company”), a leader in biopharmaceutical innovation, today announced that the Company’s Board of Directors has approved a 1-for-14 reverse stock split of the Company’s issued and outstanding common stock, par value $0.0001 per share (the “Common Stock”) to be effective 12:01 a.m., Eastern Time, on May 5, 2025.
The Company’s Common Stock will continue to trade on the Nasdaq Capital Market LLC under the symbol “PTIX” following the reverse stock split, with a new CUSIP number of 74365N301. The Company expects its Common Stock to open for trading on a post split basis on Nasdaq as of the commencement of trading on May 5, 2025.
On April 18, 2025, the Company’s stockholders approved a reverse stock split of the Company’s Common Stock at a ratio ranging from 1-for-10 to 1-to-20, inclusive, with such ratio to be determined at the discretion of the Company’s Board of Directors. The reverse stock split is intended to bring the Company into compliance with the minimum bid price requirement for continued listing on Nasdaq.
The 1-for-14 reverse stock split will automatically result in the conversion of fourteen (14) current shares of the Company’s Common Stock into one (1) new share of Common Stock. Any fraction of a share of Common Stock that would be created as a result of the reverse stock split will be rounded up to the next whole share. Holders of the Company’s Common Stock held in book-entry form or through a bank, broker or other nominee do not need to take any action in connection with the reverse stock split. Stockholders of record will be receiving information from the Company’s transfer agent regarding their common stock ownership post-reverse stock split.
The reverse stock split is expected to reduce the number of shares of the Company’s Common Stock outstanding on or about May 5, 2025, from approximately 8,242,510 shares to approximately 588,750 shares subject to some variability as a result of the fractional upward adjustments. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company’s outstanding equity awards, as applicable, as well as to the number of shares issuable under the Company’s equity incentive plans and certain existing agreements. The Common Stock issued pursuant to the reverse stock split will remain fully paid and non-assessable. The reverse stock split will not affect the number of authorized shares of Common Stock.
Stockholders who hold shares electronically in book-entry form with Equiniti Trust Company, LLC (“Equiniti”), the Company’s transfer agent, will not need to take action to receive evidence of their shares of post-reverse stock split Common Stock.
Stockholders of record holding certificates holding pre-split shares of the Company’s Common Stock will receive a letter of transmittal from Equiniti with instructions on how to surrender certificates representing pre-split shares. Stockholders should not send in their pre-split certificates until they receive a letter of transmittal from Equiniti. Unless a stockholder specifically requests a new paper certificate or holds restricted shares, stockholders of record who held pre-split certificates will receive their post-split shares book-entry and will be receiving a statement from Equiniti regarding their Common Stock ownership post-reverse stock split.
Additional information about the reverse stock split can be found in the Company’s proxy statement filed with the Securities and Exchange Commission (the “SEC”) on March 10, 2025 which is available free of charge at the SEC’s website, www.sec.gov, and on the Company’s website at https://protagenic.com/investor/sec-filings/.
AboutProtagenic Therapeutics, Inc.:
Protagenic Therapeutics, Inc. (Nasdaq: PTIX) is committed to pioneering neuro-active peptides into therapeutics to mitigate stress-related disorders. For more information, visit www.protagenic.com.
Forward-LookingStatements: The Company’s prospects are subject to uncertainties and risks. This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. The Company intends that such forward-looking statements be subject to the safe harbor provided by the foregoing Sections. These forward-looking statements are based largely on the expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond the control of management. Therefore, actual results could differ materially from the forward-looking statements contained in this presentation. The Company cannot predict or determine after the fact what factors would cause actual results to differ materially from those indicated by the forward-looking statements or other statements. The reader should consider statements that include the words “believes”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “projects”, “should”, or other expressions that are predictions of or indicate future events or trends, to be uncertain and forward-looking. We caution readers not to place undue reliance upon any such forward-looking statements. The Company does not undertake to publicly update or revise forward-looking statements, whether because of new information, future events or otherwise. Additional information respecting factors that could materially affect the Company and its operations are contained in the Company’s filings with the SEC which can be found on the SEC’s website at www.sec.gov.
CompanyContact: Alexander K. Arrow, MD, CFA, Chief Financial Officer, Protagenic Therapeutics, Inc. 149 Fifth Ave, Suite 500, New York, NY 10010. Tel: 213-260-4342 Email: alex.arrow@protagenic.com