Portage Biotech Inc SEC Filings

Portage Biotech Inc. files a prospectus supplement describing an offering of securities and related risks, governance and tax considerations. The supplement discloses the potential issuance of approximately 3,746,443 ordinary shares and 2,921,808 ordinary shares upon settlement of pre-funded warrants from a private placement, plus multiple tranches of shares reserved for executives, employees, contractors, service providers and equity incentives (including specific amounts such as 478,851, 17,452, 244,221, 191,980, and 47,828 ordinary shares under various agreements).

The supplement highlights material risks: exposure to a recently developed digital asset (TON) with potential volatility and custody/insurance shortcomings; debt-related risks including default, acceleration and loss of collateral; limited liquidity and trading risks (including penny-stock designation); and data-protection obligations and penalties under the British Virgin Islands data protection regime. The document also lists incorporated SEC reports and the Form 8-A description of ordinary shares as sources of further detail.

Portage Biotech Inc. (PRTG) filed a Form 6‑K disclosing a set of material agreements and company documents made available as exhibits. The filing lists an At‑The‑Market Offering Agreement with Chardan Capital Market, LLC (July 30, 2025), a Master Loan Agreement with BitGo Prime, LLC (August 28, 2025), multiple securities purchase and registration agreements, forms of pre‑funded warrants and side letters, and several independent contractor and amendment agreements dated in August 2025. The filing also includes a press release and investor presentation dated September 3, 2025.

These exhibits indicate preparatory financing activity (equity and cryptocurrency securities), new counterparty credit arrangements, and expanded external contractor relationships. The combination of an ATM facility, registration rights and debt with a crypto custodian suggests the company is arranging capital and operational partnerships to support near‑term funding and execution; however, the filing provides exhibit descriptions only and does not disclose monetary sizes, pricing, or full contractual terms within this document.

Portage Biotech Inc. (Nasdaq: PRTG) filed a Prospectus Supplement dated 27 June 2025 that incorporates its same-day Form 6-K. The filing establishes an At-The-Market (ATM) Offering Agreement with Rodman & Renshaw LLC, enabling the company to sell up to $3.38 million of ordinary shares from time to time. Sales may be executed on Nasdaq, in block or privately-negotiated transactions, or through other methods permitted under Rule 415(a)(4).

Key commercial terms include a 3.0 % cash commission on gross proceeds payable to the Agent, reimbursement of specified expenses, and customary representations, warranties and indemnification provisions. The ATM will automatically terminate when the full dollar limit is reached or upon earlier termination of the agreement.

The shares will be issued under the company’s effective shelf Registration Statement on Form F-3 (File No. 333-286961; declared effective 14 May 2025) and the related base prospectus plus this prospectus supplement (the “ATM Prospectus”). The company’s ordinary shares last closed at $5.54 on 27 June 2025.

Investors are reminded that the offering involves a high degree of risk; relevant risk factors are detailed on page 9 of the November 7, 2023 base Prospectus and incorporated documents. No regulatory body has approved or disapproved the securities described.

Portage Biotech has entered into an At The Market (ATM) Offering Agreement with Rodman & Renshaw LLC on June 27, 2025. Through this agreement, Portage can offer and sell ordinary shares with an aggregate offering price of up to $3,377,250.

Key details of the ATM offering:

• Sales will be conducted through various methods including privately negotiated transactions, block transactions, and "at the market offerings" on Nasdaq Capital Market
• Rodman will receive a 3.0% commission on gross sales
• The offering will terminate upon reaching the full amount or early termination of the agreement
• Sales will be made under the shelf registration Form F-3 (File No. 333-286961) declared effective May 14, 2025

This strategic move provides Portage with flexibility in raising capital through controlled equity distributions. The filing includes legal opinions and necessary exhibits confirming the arrangement's compliance with securities regulations.

Portage Biotech has filed a prospectus supplement for an "at the market" offering of ordinary shares worth up to $3,377,250 through Rodman & Renshaw LLC as sales agent. The shares will be sold on the Nasdaq Capital Market (PRTG) where the last reported price was $5.96 per share on June 26, 2025.

Key offering details:

• Sales agent commission: Up to 3.0% of gross sales price
• Public float: Approximately $10,131,750 (855,000 shares at $11.85)
• Offering limitations: Cannot exceed one-third of public float ($3,377,250) in any 12-month period due to Form F-3 restrictions

The company, a clinical-stage immune-oncology firm developing first-in-class cancer therapies, recently faced operational challenges. In January 2024, they discontinued their iNKT program trial due to funding issues, and in April 2024 paused patient accrual for their adenosine trial program. This offering appears aimed at raising additional capital to support ongoing operations.