Source-grounded facts extracted from Protagenic Therapeutics, Inc.new's SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
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).
“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.”
Material Agreements
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).
“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).”
Material Agreements
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).
“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").”
M&A Transactions
Protagenic Therapeutics, Inc.new completed a disposition involving Former Phytanix Stockholders (closed 2026-02-17).
“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.”
Listing & Compliance Notices
Protagenic Therapeutics, Inc.new received a nasdaq delisting notice notice regarding late filing (rules 5250(c)(1)).
“December 31, 2025, the Company received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) stating that trading of the Company’s securities on Nasdaq would cease at the close of trading on January 2, 2026, and that Nasdaq determined to delist the Company’s securities based on the Company’s failure to satisfy Nasdaq continued listing requirements, including Nasdaq Listing Rule 5550(b)(1) (minimum stockholders’ equity) and Nasdaq Listing Rule 5250(c)(1) (timely filing of periodic reports). OTC trading is effected through registered broker-dealers, and quotation and trading information is gener”
Listing & Compliance Notices
Protagenic Therapeutics, Inc.new received a nasdaq delisting notice notice regarding stockholders equity (rules 5550(b)(1)).
“December 31, 2025, the Company received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) stating that trading of the Company’s securities on Nasdaq would cease at the close of trading on January 2, 2026, and that Nasdaq determined to delist the Company’s securities based on the Company’s failure to satisfy Nasdaq continued listing requirements, including Nasdaq Listing Rule 5550(b)(1) (minimum stockholders’ equity) and Nasdaq Listing Rule 5250(c)(1) (timely filing of periodic reports). OTC trading is effected through registered broker-dealers, and quotation and trading information is gener”
Listing & Compliance Notices
Protagenic Therapeutics, Inc.new received a nasdaq deficiency notice notice regarding late filing (rules 5250(c)(1)).
“November 20, 2025, Protagenic Therapeutics, Inc. (the “Company”) received a notification letter (the “Notice” ) from the Nasdaq Listing Qualifications Staff (the “Staff” ) indicating that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(1) (minimum stockholders’ equity of $2,500,000) and Nasdaq Listing Rule 5250(c)(1) (timely filing of periodic reports). As reported in the Company’s Transition Report on Form 10-QT for the period ended June 30, 2025, the Company’s stockholders’ equity no longer satisfies the minimum requirement of Rule 5550(b)(1). The Staff also cited the Compa”
Listing & Compliance Notices
Protagenic Therapeutics, Inc.new received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).
“November 20, 2025, Protagenic Therapeutics, Inc. (the “Company”) received a notification letter (the “Notice” ) from the Nasdaq Listing Qualifications Staff (the “Staff” ) indicating that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(1) (minimum stockholders’ equity of $2,500,000) and Nasdaq Listing Rule 5250(c)(1) (timely filing of periodic reports). As reported in the Company’s Transition Report on Form 10-QT for the period ended June 30, 2025, the Company’s stockholders’ equity no longer satisfies the minimum requirement of Rule 5550(b)(1). The Staff also cited the Compa”
Listing & Compliance Notices
Protagenic Therapeutics, Inc.new received a nasdaq deficiency notice notice regarding late filing (rules 5250(c)(1)).
“August 20, 2025, the Company received a notice (the “Notification Letter”) from the Nasdaq Listing Qualifications department (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to the delayed filing of the Form 10-Q. The notice does not immediately effect the listing or trading of the Company’s securities, which continue to trade on the Nasdaq Capital Market under the symbol “PTIX.” The Company intends to submit a plan to regain compliance within 60 calendar days of the Notification Letter, and Nasdaq may grant an exception of up to 180 calendar day”
Auditor Changes
Protagenic Therapeutics, Inc.new dismissed MaloneBailey, LLP as its auditor.
“On August 7, 2025, MaloneBailey, LLP (“MaloneBailey”) was dismissed as the independent registered public accounting firm of the Company.”
Governance Changes
Protagenic Therapeutics, Inc.new: Fiscal year-end changed from December 31 to March 31.
“the Board approved a change in the Company’s fiscal year-end from December 31 to March 31, effective immediately.”
Governance Changes
Protagenic Therapeutics, Inc.new: Filed Series C-1 Certificate of Designation creating another new series of preferred stock (effective 2025-05-15).
“On May 15, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series C-1 Non-Voting Convertible Preferred Stock (the “Series C-1 Certificate of Designation”) with the Secretary of State of the State of Delaware”
Governance Changes
Protagenic Therapeutics, Inc.new: Filed Series C Certificate of Designation creating a new series of preferred stock (effective 2025-05-15).
“On May 15, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series C Non-Voting Convertible Preferred Stock (the “Series C Certificate of Designation”) with the Secretary of State of the State of Delaware”
M&A Transactions
Protagenic Therapeutics, Inc.new completed an acquisition involving Alterola Biotech Inc., EMC2 Capital LLC, and the Preferred Stockholders (closed 2025-05-16).
“On May 16, 2025, the Company completed its business combination with Alterola, EMC2, and the Preferred Stockholders.”
Andrew Slee changed role as Chief Development Officer at Protagenic Therapeutics, Inc.new.
“promoted Andrew Slee from his prior role of Chief Operating Officer to the Company’s Chief Development Officer, effective immediately upon the Closing on May 15, 2025”
Jennifer Chao was appointed as Director at Protagenic Therapeutics, Inc.new.
“Jennifer Chao as a director of the Company”
Colin Stott was appointed as Director at Protagenic Therapeutics, Inc.new.
“Colin Stott as Chief Operating Officer and as a director of the Company”
Colin Stott was appointed as Chief Operating Officer at Protagenic Therapeutics, Inc.new.
“Colin Stott as Chief Operating Officer and as a director of the Company”
Barrett Evans was appointed as Director at Protagenic Therapeutics, Inc.new.
“appointed Barrett Evans as President and Chief Executive Officer, and a director of the Company”
Barrett Evans was appointed as President and Chief Executive Officer at Protagenic Therapeutics, Inc.new.
“appointed Barrett Evans as President and Chief Executive Officer, and a director of the Company”
Robert Stein resigned as Director at Protagenic Therapeutics, Inc.new.
“accepted the resignation of Khalil Barrage, Tim Wright and Robert Stein, from the Board, effective as of immediately prior to the Closing on May 15, 2025”
Tim Wright resigned as Director at Protagenic Therapeutics, Inc.new.
“accepted the resignation of Khalil Barrage, Tim Wright and Robert Stein, from the Board, effective as of immediately prior to the Closing on May 15, 2025”
Khalil Barrage resigned as Director at Protagenic Therapeutics, Inc.new.
“accepted the resignation of Khalil Barrage, Tim Wright and Robert Stein, from the Board, effective as of immediately prior to the Closing on May 15, 2025”
Governance Changes
Protagenic Therapeutics, Inc.new: Approved and filed a certificate of amendment to effect a 1-for-14 reverse stock split of common stock (effective 2025-05-05).
“On May 2, 2025, 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.”
Listing & Compliance Notices
Protagenic Therapeutics, Inc.new received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).
“January 22, 2025, Nasdaq provided a notice to the Company that the Company had not regained compliance with Rule 5550(a)(2) and is not eligible for a second 180 calendar day compliance period as the Company does not comply with the requirements for initial listing on The Nasdaq Capital Market. This notification is part of the ongoing discussions with the Nasdaq Hearings Panel (the “Panel”) regarding the Company’s listing status, and the Company will include this matter in its presentation to the Panel on January 30, 2025. Importantly, the notification letter has no immediate effect on the list”
Listing & Compliance Notices
Protagenic Therapeutics, Inc.new received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).
“January 22, 2025, Nasdaq provided a notice to the Company that the Company had not regained compliance with Rule 5550(a)(2) and is not eligible for a second 180 calendar day compliance period as the Company does not comp”
Listing & Compliance Notices
Protagenic Therapeutics, Inc.new received a nasdaq deficiency notice notice regarding other (rules 5620(a), 5810(c)(2)(G)).
“January 15, 2025, Protagenic Therapeutics, Inc. (the “Company”) received a notification letter from the Nasdaq Listing Qualifications department (“Nasdaq”) regarding the timing of its annual meeting of shareholders. Nasdaq noted that the Company has not yet held an annual meeting of shareholders within twelve months of the end of its December 31, 2023 fiscal year, as required under Listing Rules 5620(a) and 5810(c)(2)(G). The Company has already scheduled its annual meeting to occur no later than February 21, 2025, and is committed to addressing this compliance matter. This notification is par”
Listing & Compliance Notices
Protagenic Therapeutics, Inc.new received a nasdaq deficiency notice notice regarding other (rules 5620(a), 5810(c)(2)(G)).
“January 15, 2025, Protagenic Therapeutics, Inc. (the “Company”) received a notification letter from the Nasdaq Listing Qualifications department (“Nasdaq”) regarding the timing of its annual meeting of shareholders. Nasd”
Shareholder Votes
Protagenic Therapeutics, Inc.new shareholders approved Ratification of MaloneBailey LLP as the independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-12-13 meeting.
“Proposal Two: The stockholders ratified the selection of MaloneBailey LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. For Against Abstain 2,324,009 9,482 2,451”
Shareholder Votes
Protagenic Therapeutics, Inc.new shareholders approved Election of Class II directors at the 2023-12-13 meeting.
“Proposal One: The stockholders elected each of the following individuals as a Class II director to serve their terms until the Company’s 2026 Annual Meeting of Stockholders, and until their respective successors are duly elected and qualified; Name For Against Withheld Broker Non-Votes Robert B. Stein, MD, PhD 974,293 - 56,765 1,304,974 Jennifer Buell, PhD 963,089 - 67,969 1,304,974”
Listing & Compliance Notices
Protagenic Therapeutics, Inc.new received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).
“November 21, 2023, Protagenic Therapeutics, Inc. (“the Company”) received a deficiency letter (the “Notification Letter”) from the Nasdaq Listing Qualifications (“Nasdaq”) stating that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a”
Governance Changes
Protagenic Therapeutics, Inc.new: Approved and filed a Certificate of Amendment to effect a 1-for-4 reverse stock split of common stock to comply with Nasdaq Rule 5550(a)(2) (effective 2023-03-22).
“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.”
Shareholder Votes
Protagenic Therapeutics, Inc.new shareholders approved Advisory vote to approve named executive officer compensation. at the 2022-11-23 meeting.
“Proposal Four: The stockholders approved an advisory vote to approve named executive officer compensation. As required by Section 14A of the Securities Exchange Act of 1934, we provided our stockholders with the opportunity to cast a non-binding advisory vote on the compensation of our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion beginning on page 11 of the proxy statement. The stockholders approved this proposal. For Against Abstain Broker Non-Votes 5,911,600 228,647 279,043 3,815,159”
Shareholder Votes
Protagenic Therapeutics, Inc.new shareholders approved Ratification of the selection of MaloneBailey LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022. at the 2022-11-23 meeting.
“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, 2022. For Against Abstain 9,963,481 260,269 10,699”
Shareholder Votes
Protagenic Therapeutics, Inc.new shareholders approved Approval of an amendment to the Third Amended and Restated Certificate of Incorporation to effect a reverse stock split in the range of 1-for-2 to 1-for-4, with the exact ratio to be set by the board. at the 2022-11-23 meeting.
“Proposal Two: The stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation 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 (the “ reverse split amendment ”). The Board only intends to implement the Reverse Stock Split to the extent it believes necessary to maintain our listing on NASDAQ for the future. For Against Abstain 9,224,529 978,121 31,799”
Shareholder Votes
Protagenic Therapeutics, Inc.new shareholders approved Election of Class I directors to serve until the 2025 Annual Meeting. at the 2022-11-23 meeting.
“Proposal One: The stockholders elected each of the following individuals as a Class I director to serve their terms until the Company’s 2025 Annual Meeting of Stockholders, and until their respective successors are duly elected and qualified. Name For Against Withheld Broker Non-Votes Khalil Barrage 5,949,384 - 469,906 3,815,159 Timothy R. Wright 6,372,127 - 47,163 3,815,159”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.