Protagenic Therapeutics, Inc.new (PTIX): M&A transaction — Protagenic Therapeutics unwinds Phytanix Bio acquisition, pays $310k, settles litigation

Protagenic Therapeutics, Inc.new

Settlement and Unwind Agreement executed Feb 17, 2026; SEA dated May 15, 2025 terminated.
PTIX returns 100% of Phytanix Bio shares; receives back all PTIX common and preferred stock issued as consideration.
PTIX pays Phytanix Bio $300,000 at closing and $10,000 upon receipt of specified financial information.
Litigation styled Protagenic v. Alterola Biotech et al. dismissed with prejudice.
Mutual releases and indemnification provisions between parties; former Phytanix stockholders resign from PTIX positions.

item 1.01 item 1.02 item 2.01 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Protagenic Therapeutics, Inc.new completed a disposition involving Former Phytanix Stockholders (closed 2026-02-17).

Action: disposition
Counterparty: Former Phytanix Stockholders
Closing: 2026-02-17

Exact text from the filing

PTIX disposed of its ownership interest in Phytanix Bio and returned 100% of the issued and outstanding shares of Phytanix Bio to the Former Phytanix Stockholders.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.98

Protagenic Therapeutics, Inc.new terminated Share Exchange Agreement dated May 15, 2025 with Phytanix Bio, Alterola Biotech Inc., EMC2 Capital LLC, the Former Phytanix Stockholders valued at Termination of the Share Exchange Agreement upon Closing of the Unwind Agreement (effective 2026-02-17).

Action: termination
Counterparty: Phytanix Bio, Alterola Biotech Inc., EMC2 Capital LLC, the Former Phytanix Stockholders
Value: Termination of the Share Exchange Agreement upon Closing of the Unwind Agreement
Effective: 2026-02-17

Exact text from the filing

upon the Closing of the Unwind Agreement on February 17, 2026, the SEA dated May 15, 2025 was terminated and is of no further force or effect.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Protagenic Therapeutics, Inc.new entered into Settlement Agreement with Alterola Biotech Inc., EMC2 Capital LLC, and the former stockholders of Phytanix Bio valued at Settlement Agreement provides for dismissal of litigation and execution of agreement to terminate an (effective 2026-02-17).

Action: entry
Agreement: settlement
Counterparty: Alterola Biotech Inc., EMC2 Capital LLC, and the former stockholders of Phytanix Bio
Value: Settlement Agreement provides for dismissal of litigation and execution of agreement to terminate an
Effective: 2026-02-17

Exact text from the filing

On February 17, 2026, Protagenic Therapeutics, Inc. ("PTIX" or the "Company") entered into a Settlement Agreement (the "Settlement Agreement") with Alterola Biotech Inc., EMC2 Capital LLC, and the former stockholders of Phytanix Bio (collectively, the "Former Phytanix Stockholders"), in connection with the litigation styled Protagenic Therapeutics, Inc. v. Alterola Biotech Inc., et al. , Case No. 2025-1238-KMM, pending in the Court of Chancery of the State of Delaware (the "Litigation").

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Protagenic Therapeutics, Inc.new entered into Unwind, Termination and Share Exchange Agreement with Phytanix Bio, Alterola Biotech Inc., EMC2 Capital LLC, the Former Phytanix Stockholders, and Colin Stott as Sellers' Representative valued at Unwind Agreement: termination of SEA, return of shares, transfer of Phytanix Bio stock, mutual relea (effective 2026-02-17).

Action: entry
Counterparty: Phytanix Bio, Alterola Biotech Inc., EMC2 Capital LLC, the Former Phytanix Stockholders, and Colin Stott as Sellers' Representative
Value: Unwind Agreement: termination of SEA, return of shares, transfer of Phytanix Bio stock, mutual relea
Effective: 2026-02-17

Exact text from the filing

On February 17, 2026, PTIX entered into an Unwind, Termination and Share Exchange Agreement (the "Unwind Agreement") with Phytanix Bio, Alterola Biotech Inc., EMC2 Capital LLC, the Former Phytanix Stockholders, and Colin Stott, as Sellers' Representative (as defined therein).

View on SEC.gov

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Protagenic Therapeutics, Inc.new filing history →

Source: SEC EDGAR

accession 0001493152-26-007800

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