false 0001022899 Protagenic Therapeutics, Inc.new 0001022899 2025-02-21 2025-02-21 0001022899 us-gaap:CommonStockMember 2025-02-21 2025-02-21 0001022899 PTIX:CommonStockWarrantsMember 2025-02-21 2025-02-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

 

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported): February 21, 2025  

 

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. ☐

 

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As previously disclosed on February 21, 2025, Protagenic Therapeutics Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on February 21, 2025. At the Company’s Annual Meeting, the Company’s stockholders approved the proposal to approve the repricing of certain outstanding stock options granted (the “Option Grants”) under the Company’s 2006 and 2016 Equity Incentive Plans (the “Plans”) to allow the Board of Directors (the “Board”) to reprice the exercise price of outstanding stock options under the Plans. Pursuant to that authority, on February 21, 2025, the Board repriced the Option Grants. The repriced Option Grants under the 2006 Equity Incentive Plan had original exercise prices ranging from $4.00 to $5.00 per share, and the repriced Option Grants under the 2016 Equity Incentive Plan had original exercise prices ranging from $1.74 to $19.92 per share. All of the Option Grants under the Plans were repriced to have an exercise price of $0.2655 per share, which was the closing price of the Company’s common stock on February 21, 2025.

 

 

 

 

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 24, 2025 By: /s/ Alexander K. Arrow, MD
  Name: Alexander K. Arrow, MD
  Title: Chief Financial Officer

 

 

 

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Entity Central Index Key 0001022899
Entity Tax Identification Number 06-1390025
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 149 Fifth Avenue
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Security Exchange Name NASDAQ

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