Protagenic Therapeutics, Inc.\new 8-K, filed Feb 24, 2025
Protagenic Therapeutics, Inc.\new (PTIX)
About this 8-K
Protagenic Therapeutics, Inc.\new filed this 8-K on February 24, 2025, reporting on events of February 21, 2025.
Items reported
- Item 5.07: Shareholder vote results
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): |
| (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 5.07. Submission of Matters to a Vote of Security Holders.
Protagenic Therapeutics, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on February 21, 2025. Holders of an aggregate of 7,241,443 shares of the Company’s Common Stock at the close of business on January 3, 2025 were entitled to vote at the Annual Meeting, of which 3,647,322 shares were present in person or represented by proxy. At the Annual Meeting, the Company’s stockholders voted as follows:
Proposal One: The stockholders elected each of the following individuals as a Class III director to serve their terms until the Company’s 2027 Annual Meeting of Stockholders, and until their respective successors are duly elected and qualified;
| Name | For | Against | Withheld | Broker Non-Votes | ||||||||||||
| Garo H. Armen, PhD | 1,871,488 | - | 186,861 | 1,588,973 | ||||||||||||
| Brian J. Corvese | 1,852,320 | - | 206,029 | 1,588,973 | ||||||||||||
As a result of the vote, the composition of the Board of Directors is now:
| Name | Class of Director | Term Expires | ||
| Garo H. Armen, PhD | Class III | 2027 Annual Meeting | ||
| Robert B. Stein, MD, PhD | Class II | 2026 Annual Meeting | ||
| Khalil Barrage | Class I | 2025 Annual Meeting | ||
| Timothy R. Wright | Class I | 2025 Annual Meeting | ||
| Brian J. Corvese | Class III | 2027 Annual Meeting | ||
| Jennifer Buell, PhD | Class II | 2026 Annual Meeting |
Proposal Two: The stockholders approved the proposal to approve the Repricing of Certain Outstanding Stock Options Granted Under the 2006 and 2016 Equity Incentive Plans.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 1,803,833 | 184,143 | 70,373 | 1,588,973 | |||||||||||
Proposal Three: The stockholders ratified the selection of MaloneBailey LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| For | Against | Abstain | ||||||||
| 3,492,771 | 81,987 | 72,564 | ||||||||
Proposal Four: The stockholders approved the proposal to approve the issuance of Common Stock Warrant Shares (as defined in the Proxy Statment) upon the exercise of Common Stock Warrants (as defined in the Proxy Statement), pursuant to those certain Securities Purchase Agreements, dated October 29, 2024.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 1,928,277 | 58,942 | 71,130 | 1,588,973 | |||||||||||
Proposal Five: The stockholders approved the amendment to our 2016 Equity Incentive Plan (the “2016 Plan”) to allow for the repricing of stock options under each plan without requiring stockholder approval.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 1,803,817 | 183,801 | 70,731 | 1,588,973 | |||||||||||
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| PROTAGENIC THERAPEUTICS, INC. | ||
| Date: February 21, 2025 | By: | /s/ Alexander K. Arrow, MD |
| Name: | Alexander K. Arrow, MD | |
| Title: | Chief Financial Officer | |
| 3 |