Portage Biotech Files September 2025 6-K Report

TL;DR

Portage Biotech (PORT) filed its monthly 6-K, nothing major but good for compliance.

AI Summary

Portage Biotech Inc. filed a Form 6-K on September 3, 2025, reporting for the month of September 2025. The company, previously known as AlphaTON Capital Corp, is incorporated in the British Virgin Islands and operates in the Pharmaceutical Preparations sector. This filing is incorporated by reference into their existing registration statements on Form S-8 and Form F-3.

Why It Matters

This filing provides routine updates for investors and regulatory bodies regarding Portage Biotech Inc.'s ongoing operations and compliance as a foreign private issuer.

Risk Assessment

Risk Level: low — This filing is a routine report and does not contain significant new financial or operational information that would typically increase risk.

Key Numbers

• 001-40086 — SEC File Number (Identifies the company's filing with the SEC)
• 20250903 — Filing Date (Date the report was submitted to the SEC)

Key Players & Entities

• Portage Biotech Inc. (company) — Filer of the report
• AlphaTON Capital Corp (company) — Previous name of the registrant
• 001-40086 (company) — SEC File Number
• 333-275842 (company) — Form S-8 Registration Statement File Number
• 333-289199 (company) — Form S-8 Registration Statement File Number
• 333-2869 (company) — Form F-3 Registration Statement File Number

FAQ

Key Financial Figures

• $38.2 million — ing (as defined below) of approximately $38.2 million and the Loan (as defined below) of $35
• $35 million — lion and the Loan (as defined below) of $35 million to be able to enter into the digital as
• $4 million — e purchase of TON token (other than the $4 million allocated to our legacy business), with
• $5.73 — t Shares”) at a purchase price of $5.73 per ordinary share (less $0.001 per Pre
• $0.001 — price of $5.73 per ordinary share (less $0.001 per Pre-Funded Warrant). Each Pre-Funde
• $38.2 m — fering are expected to be approximately $38.2 million, after deducting Chardan’s
• $35,000,000 — the closing of the Offering a loan for $35,000,000 at an interest rate of 15.75% per annum
• $40 million — ssets minus liabilities being less than $40 million as of the end of any calendar month. Up
• $250,000 — suant to which the Company will invest ($250,000 in cash and $250,000 in TON token) with
• $500,000 — is entitled to an annual base salary of $500,000 in cash and $500,000 to be paid in TON
• $1,500,000 — l equity performance bonus ranging from $1,500,000 to $6,000,000 based on performance metr
• $6,000,000 b — rmance bonus ranging from $1,500,000 to $6,000,000 based on performance metrics. Ms. Kaiser
• $2,000,000 — m incentive plan with a target value of $2,000,000 annually, based on 5-year cycles of mea
• $50,000 — e outplacement services valued at up to $50,000. On August 20, 2025, the Company enter
• $300,000 — is entitled to an annual base salary of $300,000 in cash and $300,000 to be paid in TON

Filing Documents

• f6k_081925.htm (6-K) — 104KB
• exh_11.htm (EX-1.1) — 219KB
• exh_31.htm (EX-3.1) — 215KB
• exh_101.htm (EX-10.1) — 229KB
• exh_102.htm (EX-10.2) — 240KB
• exh_103.htm (EX-10.3) — 100KB
• exh_104.htm (EX-10.4) — 92KB
• exh_105.htm (EX-10.5) — 25KB
• exh_106.htm (EX-10.6) — 149KB
• exh_107.htm (EX-10.7) — 48KB
• exh_108.htm (EX-10.8) — 103KB
• exh_109.htm (EX-10.9) — 14KB
• exh_1010.htm (EX-10.10) — 77KB
• exh_1011.htm (EX-10.11) — 100KB
• exh_1012.htm (EX-10.12) — 90KB
• exh_1013.htm (EX-10.13) — 13KB
• exh_1014.htm (EX-10.14) — 119KB
• exh_1015.htm (EX-10.15) — 54KB
• exh_1016.htm (EX-10.16) — 14KB
• exh_991.htm (EX-99.1) — 27KB
• exh_992.htm (EX-99.2) — 18KB
• exh31logo.jpg (GRAPHIC) — 5KB
• exh31logo2.jpg (GRAPHIC) — 21KB
• exh992_01.jpg (GRAPHIC) — 87KB
• exh992_02.jpg (GRAPHIC) — 225KB
• exh992_03.jpg (GRAPHIC) — 225KB
• exh992_04.jpg (GRAPHIC) — 196KB
• exh992_05.jpg (GRAPHIC) — 139KB
• exh992_06.jpg (GRAPHIC) — 225KB
• exh992_07.jpg (GRAPHIC) — 139KB
• exh992_08.jpg (GRAPHIC) — 155KB
• exh992_09.jpg (GRAPHIC) — 257KB
• exh992_10.jpg (GRAPHIC) — 220KB
• exh992_11.jpg (GRAPHIC) — 110KB
• exh992_12.jpg (GRAPHIC) — 75KB
• 0001171843-25-005698.txt ( ) — 4916KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September, 2025 Commission File Number: 001-40086 AlphaTON Capital Corp (Translation of registrant's name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Islands, VG1110 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [ X ] Form 40-F [ ] INCORPORATION BY REFERENCE This report on Form 6-K (including any exhibits attached hereto) shall be deemed to be incorporated by reference into the registration statements on Form S-8 (File No. 333-275842 and 333-289199) and Form F-3, as amended (File No. 333-286961) of AlphaTON Capital Corp (including any prospectuses forming a part of each such registration statement) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. Name Change On August 11, 2025, AlphaTON Capital Corp (the “Company”, “we” or “us”) amended and restated its Memorandum of Association and Articles of Association (the “A&R Charter”) to change the Company’s name from “Portage Biotech Inc.” to “AlphaTON Capital Corp”. The CUSIP number for the Company’s ordinary shares (“ordinary shares”) has not changed as a result of the name change and will remain G7185A136. Effective as of September 4, 2025, the Nasdaq trading symbol for the ordinary shares will be changed from “PRTG” to “ATON”. Each of the foregoing changes have been delivered to The Nasdaq Stock Market LLC. The foregoing description of the A&R Charter is not complete and is qualified in its entirety by reference to the full text of the A&R Charter, which is attached hereto as Exhibit 3.1. Business Description We have two primary lines of business. On September 2, 2025, we entered into agreements related to the Offering (as defined below) of approximately $38.2 million and the Loan (as defined below) of $35 million to be able to enter into the digital asset industry with a focus on The Open Network (TON) token. Since 2019, we have been engaged in researching and developing immune oncology treatments. Digital Asset Business The Company's entry into the digital asset industry seeks to capitalize on the current change in regulation relating to, and the growing investor and consumer appetite for, digital assets; in particular The Open Network (TON) token. We believe that there is a current unique opportunity to invest in TON token by means of direct acquisition and long-term holding as a core treasury asset. This opportunity is founded on the increasing adoption of decentralized networks, the technological advancements underlying TON, and the expanding use cases for blockchain-based assets. TON token is an especially compelling digital asset because it is currently the exclusive blockchain partner for the Telegram app, which is one of the top 10 most popular apps globally, hosting over 1 billion monthly active users. This partnership positions TON at the center of a vast and active user base, providing significant potential for ecosystem growth, adoption, and utility. The scalable architecture of TON, combined with its active developer community and integration with a major global platform like Telegram, enhances its prospects for broad adoption and long-term value creation. Our objective through holding TON token is to provide shareholders with exposure to the potential appreciation of TON token and to participate in the development of the TON ecosystem. To achieve this, our general strategy for deploying our working capital is to immediately allocate 99% of our net cash proceeds from the Offering to the purchase of TON token (other than the $4 million allocated to our legacy business), with the remaining 1% reserved for operational expenses and liquidity needs. We will acquire TON token through transactions on digital asset exchanges and through over-the-counter (OTC) arrangements, and direct purchases from qualified sellers, as appropriate. Our initial capital will be deployed immediately upon availability, ensuring prompt exposure to TON token. Notwithstanding our objective, our acquisition of TON token may be influenced by market liquidity, regulatory considerations, or operational factors. We may also maintain a small portion of our capital in cash or cash equivalents to manage ongoing operational expenses. In addition to our initial deployment, we plan to continue to raise funds to grow our treasury through private investment in public equity (PIPE) transactions, at-the-market (ATM) offerings, public offerings and other fin

View Full Filing

View this 6-K filing on SEC EDGAR