Protagenic Therapeutics, Inc.\new 8-K, filed Mar 22, 2023
Protagenic Therapeutics, Inc.\new (PTIX)
About this 8-K
Protagenic Therapeutics, Inc.\new filed this 8-K on March 22, 2023, reporting on events of March 21, 2023.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of Earliest Event Reported):
PROTAGENIC THERAPEUTICS, INC.
(Exact name of Company as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Company’s 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 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 | Ticker symbol(s) | Name of each exchange on which registered | ||
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. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed, Protagenic Therapeutics, Inc (the “Company”) held its 2022 annual meeting of stockholders on November 23, 2022 (the “Meeting”). At the Meeting, the Company’s stockholders approved a proposal to amend the Company’s Third Amended and Restated Certificate of Incorporation to effect a reverse split of the Company’s outstanding shares of common stock, par value $0.0001, within a range of one-for-two (1-for-2) to a maximum of a one-for-four (1-for-4) split, with the exact ratio to be determined by the Company’s board of directors in its sole discretion.
On March 16, 2023, for the purpose of complying with Nasdaq Rule 5550(a)(2) regarding minimum bid price, the board of directors approved a one-for-four (1-for-4) reverse split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). On March 21, 2023, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its third amended and restated certificate of incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split became effective as of 5:01 p.m. Eastern Time on March 22, 2023, and the Company’s common stock is expected to begin trading on a split-adjusted basis when the Nasdaq Stock Market opens on March 23, 2023.
When the Reverse Stock Split becomes effective, every four shares of the Company’s issued and outstanding common stock will automatically be combined, converted and changed into 1 share of the Company’s common stock, without any change in the number of authorized shares or the par value per share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of common stock and the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans. 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 Company’s common stock will continue to trade on the Nasdaq Capital Market LLC under the existing symbol “PTIX”, but the security has been assigned a new CUSIP number (74365N202).
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On March 22, 2023, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” with the Securities and Exchange Commission for the 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 to be 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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 3.1 | Certificate of Amendment to Third Amended and Restated Certificate of Incorporation of Protagenic Therapeutics, Inc. | |
| 99.1 | Press release dated March 22, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
| -2- |
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: March 22, 2023 | By: | /s/ Alexander K. Arrow |
| Alexander K. Arrow | ||
| Chief Financial Officer | ||
| -3- |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
PROTAGENIC THERAPEUTICS, INC.
(Pursuant to Section 242 of the
General Corporation Law of the State of Delaware)
Protagenic Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies as follows:
1. That the Board of Directors duly adopted resolutions approving the amendment of the Certificate of Incorporation of this corporation to effect a reverse stock split in the range of 1-for-2 to 1-for-4, with the exact ratio to be set within that range at the discretion of our board of directors without further approval or authorization of our stockholders and with our board of directors able to elect to abandon such proposed amendment and not effect the reverse split authorized by stockholders, in its sole discretion.
2. That upon the effectiveness of the amendment, the Certificate of Incorporation is hereby amended such that the following paragraph shall be added after the first paragraph of Article FOURTH of this corporation’s Certificate of Incorporation:
“As of 5:01 PM Eastern Time on March 22, 2023 (the “Effective Time”), the Company shall effect a reverse split (the “Reverse Stock Split”) on the basis that every four shares of Common Stock issued and outstanding at the Effective Time shall be combined into one (1) share of Common Stock. The par value of the Common Stock following the Reverse Stock Split shall remain $0.0001 per share and the authorized number of shares of the Company shall remain unchanged. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders of record who otherwise would be entitled to receive fractional shares, will be entitled to rounding up of their fractional share to the nearest whole share. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (an “Old Certificate”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.”
3. That the foregoing amendment was approved by the holders of the requisite number of shares of this corporation in accordance with the Certificate of Amendment and Section 242 of the General Corporation Law.
4. That this Certificate of Amendment of Third Amended and Restated Certificate of Incorporation, which amends the provisions of this corporation’s Certificate of Incorporation, has been duly adopted in accordance with Section 242 of the General Corporation Law.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, this Certificate of Amendment of Third Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this corporation on this 21st day of March, 2023.
| By: | /s/ Alex K. Arrow | |
| Name: | Alex K. Arrow | |
| Title: | Chief Financial Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Protagenic Therapeutics to Effect 1-for-4 Reverse Stock Split
Measure taken to Comply with Nasdaq Rule 5550(a)(2)
Regarding Minimum Bid Price
March 22, 2023 — NEW YORK — Protagenic Therapeutics, Inc. (Nasdaq: PTIX, the “Company”) a biopharmaceutical company focused on developing therapies to treat stress-related neurologic disorders, today announced that the Company’s Board of Directors has approved a 1-for-4 reverse stock split of the Company’s issued and outstanding common stock.
The Company elaborated that following shareholder approval at the Annual Meeting of the stockholders held on November 23, 2022 granting the Board the authority to effect a reverse split if necessary to comply with Nasdaq Rule 5550(a)(2) regarding minimum bid price, the Company’s Board of Directors has approved a 1-for-4 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”) effective upon the related Amendment to the Company’s Third Amended and Restated Certificate of Incorporation becoming effective pursuant to Delaware law. Beginning with the opening of trading on or about March 23, 2023, the Company’s Common Stock will trade on the Nasdaq on a split-adjusted basis under the new CUSIP number 74365N202 and will continue to trade under the symbol “PTIX.”
As a result of the Reverse Stock Split, every four (4) shares of Common Stock issued and outstanding will be converted into one (1) share of Common Stock. No fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares of Common Stock not evenly divisible by the Reverse Stock Split ratio will automatically be entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share.
The Reverse Stock Split will not reduce the number of authorized shares of Common Stock or change the par values of the Common Stock. The Reverse Stock Split will affect all stockholders uniformly and will not affect any stockholder’s ownership percentage of the Company’s shares of Common Stock (except to the extent that the Stock Split would result in some of the stockholders receiving an additional fractional share). All outstanding options, warrants, and similar securities entitling their holders to receive or purchase shares of Common Stock will be adjusted as a result of the Reverse Stock Split, as required by the terms of each security.
The primary goal of the reverse stock split is to increase the per share market price of the Company’s Common Stock to meet the minimum $1.00 average closing price requirement for continued listing on the New York Stock Exchange.
The reverse split is expected to reduce the number of shares of the Company’s Common Stock outstanding on or about March 23, 2023, from approximately 17,285,261 shares to approximately 4,321315 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 American Stock Transfer & Trust Company (“AST”), 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 AST 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 AST. 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 AST 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 October 10, 2022 which is available free of charge at the SEC’s website, www.sec.gov, and on the Company’s website at https://www.investors.protagenic.com/.
About Protagenic Therapeutics, Inc.
Protagenic Therapeutics, Inc. (Nasdaq: PTIX) is a clinical-stage biopharmaceutical company endeavoring to develop first-in-class neuro-active peptides into human therapeutics to treat several stress-related disorders. For more information, visit http://www.protagenic.com.
About PT0014
PT00114 is a 41-amino-acid synthetically produced peptide that matches the active portion of a larger naturally-occurring brain hormone known as Teneurin C-terminus Associated Peptide (TCAP), thought to be involved in the human body’s biochemical pathway for reducing stress by way of down-regulating circulating cortisol. PT00114 has been shown in animal models to have statistically-significant efficacy in treating the animal versions of major human stress-mediated disorders, including depression, anxiety, post-traumatic stress disorder, and the symptoms of addiction withdrawal.
Forward-Looking Statements
This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the federal securities laws, including statements regarding Protagenic Therapeutics’ product candidates and pre-clinical development and clinical trial plans and activities. Forward-looking statements include words such as “expects,” “anticipates,” “intends,” “plans,” “could,” “believes,” “estimates” and similar expressions. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, among others, our ability to obtain additional capital to meet our liquidity needs on acceptable terms, or at all, including the additional capital which will be necessary to complete the pre-clinical testing and eventual clinical trials of our product candidates; our ability to successfully complete research and further development and commercialization of our product candidates; the uncertainties inherent in pre-clinical and clinical testing; the timing, cost and uncertainty of obtaining regulatory approvals; our ability to protect the Company’s intellectual property; the loss of any executive officers or key personnel or consultants; competition; changes in the regulatory landscape or the imposition of regulations that affect the Company’s products; and the other factors described under the Risk Factors section of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission.. Protagenic Therapeutics cautions investors not to place considerable reliance on the forward-looking statements contained in this release. These statements speak only as of the date of this press release, and Protagenic undertakes no obligation to update or revise the statements, other than to the extent required by law. All forward-looking statements are expressly qualified in their entirety by this cautionary statement.
Contact:
Alexander K. Arrow, MD, CFA
Chief Financial Officer
213-260-4342
alex.arrow@protagenic.com