Protagenic Therapeutics Files 8-K/A Amendment

TL;DR

Protagenic Therapeutics amended its 8-K filing from May 15, 2025, regarding financial statements and exhibits.

AI Summary

Protagenic Therapeutics, Inc. filed an 8-K/A on August 28, 2025, to amend a previous filing concerning financial statements and exhibits as of May 15, 2025. The amendment relates to common stock and common stock warrants.

Why It Matters

This filing is an amendment to a previous report, indicating a correction or addition to financial statements and exhibits, which could impact investor understanding of the company's financial position.

Risk Assessment

Risk Level: low — This is an amendment to a previous filing, likely for administrative or clarification purposes, and does not appear to introduce new material risks.

Key Numbers

• 001-12555 — SEC File Number (Identifies the company's filing with the SEC.)

Key Players & Entities

• Protagenic Therapeutics, Inc. (company) — Filer
• May 15, 2025 (date) — Date of earliest event reported
• August 28, 2025 (date) — Filing date
• 001-12555 (dollar_amount) — SEC File Number

FAQ

Key Financial Figures

• $1.00 — ties to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810
• $1 b — e a minimum bid price for 10 days above $1 by May 16, 2025, and the shareholder equi
• $8 million — zed operating expenses by approximately $8 million. The Company expects to incur one-time
• $200,000 — e annual fees not anticipated to exceed $200,000, to provide subject-matter expertise in
• $2,593,561 — anix incurred a loss from operations of $2,593,561 as compared to $403,792 for the year en
• $403,792 — operations of $2,593,561 as compared to $403,792 for the year ended March 31, 2024. The
• $347,970 — in research and development expense of $347,970 from $28,770 for the year ended Mach 31
• $28,770 — nd development expense of $347,970 from $28,770 for the year ended Mach 31, 2024 to $37
• $376,740 — 770 for the year ended Mach 31, 2024 to $376,740 for the year ended March 31, 2025, an i
• $183,097 — March 31, 2025, an increase in legal of $183,097 from $0 for the year ended March 31, 20
• $0 — , an increase in legal of $183,097 from $0 for the year ended March 31, 2024 to $1
• $561,698 — 2025, an increase in consulting fees of $561,698 from $105,886 for the year ended March
• $105,886 — ase in consulting fees of $561,698 from $105,886 for the year ended March 31, 2024 to $6
• $667,584 — 86 for the year ended March 31, 2024 to $667,584 for the year ended March 31, 2025, and
• $1,023,235 — and an increase in bad debt expense of $1,023,235 from $0 for the year ended March 31, 20

Filing Documents

• form8-ka.htm (8-K/A) — 120KB
• ex23-1.htm (EX-23.1) — 4KB
• ex99-1.htm (EX-99.1) — 342KB
• ex99-2.htm (EX-99.2) — 135KB
• aud_001.jpg (GRAPHIC) — 3KB
• aud_002.jpg (GRAPHIC) — 3KB
• ex23-1_001.jpg (GRAPHIC) — 3KB
• ex23-1_002.jpg (GRAPHIC) — 3KB
• 0001641172-25-025737.txt ( ) — 897KB
• ptix-20250515.xsd (EX-101.SCH) — 3KB
• ptix-20250515_def.xml (EX-101.DEF) — 26KB
• ptix-20250515_lab.xml (EX-101.LAB) — 36KB
• ptix-20250515_pre.xml (EX-101.PRE) — 25KB
• form8-ka_htm.xml (XML) — 7KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 15, 2025 Protagenic Therapeutics, Inc.\new PROTAGENIC THERAPEUTICS, INC. (Exact name of Company as specified in its charter) Delaware 001-12555 06-1390025 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 149 Fifth Avenue , Suite 500 , New York , NY 10010 (Address of principal executive offices) (Zip Code) 212 - 994-8200 (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 Common Stock PTIX Nasdaq Common Stock Warrants PTIXW Nasdaq 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. Explanatory Note On May 19, 2025, Protagenic Therapeutics, Inc. (the "Company") filed a Current Report on Form 8-K (the "Original Form 8-K") reporting that on May 15, 2025, the Company entered into the Share Exchange Agreement (the "Exchange Agreement") with Alterola Biotech Inc., a Nevada corporation ("Alterola"), EMC2 Capital LLC, a Wyoming limited liability corporation ("EMC2"), the preferred stockholders of Phytanix set forth on Schedule A thereto (the "Preferred Stockholders") and Colin Stott, as "Seller's Representative (as defined therein), pursuant to which the Company acquired 100% of the issued and outstanding common shares of Phytanix Bio, a Nevada corporation ("Phytanix") (such transaction, the "Combination"). Prior to the Combination, Alterola and EMC2 collectively owned 100% of the issued and outstanding shares of the common shares of Phytanix (the "Shares"), and the Preferred Stockholders collectively owned 100% of the issued and outstanding shares of Series A convertible preferred shares of Phytanix (the "Preferred Shares"). This Current Report on Form 8-K/A, amends Item 9.01 of the Original Form 8-K to include the financial statements and unaudited pro forma financial information required by Items 9.01(a) and (b) of Form 8-K, respectively, which were not included in the Original Form 8-K pursuant to Items 9.01(a)(3) and (b)(2) of Form 8-K. The pro forma financial information included in this Current Report on Form 8-K/A has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that the Company and Phytanix would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after the acquisition. Management's Discussion and Analysis of Financial Condition and Results of Operations. You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes included at the end of this report. This discussion and other parts of this report contain forward-looking statements that involve risks and uncertainties such as statements of our plans, objectives, expectations and intentions. As a result of many factors, including those factors set forth in the "Risk factors" section of this report, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. The discussion and analysis of our financial condition and results of operations are based on Protagenic's financial statements which Protagenic has prepared in accordance with U.S. generally accepted accounting principles. These financial statements are based on the historical financial statements of Phytanix Bio, Inc, the accounting acqu

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