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 June 2025
Commission File Number: 001-40086
PORTAGE BIOTECH INC.
(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 statement on Form S-8 (File No. 333-275842) and Form F-3, as
amended (File No. 333-286961) of Portage Biotech Inc. (including any prospectuses forming a part of 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to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently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.
On June 27, 2025, Portage Biotech, Inc. (the “Company”) entered
into an At The Market Offering Agreement (the “ATM Agreement”), with Rodman & Renshaw LLC (“Rodman”), which
will serve as the sales agent (the “Agent”), pursuant to which and the ATM Prospectus (as defined below), the Company may
offer and sell, from time to time through or to the Agent, as sales agent and/or principal, ordinary shares of the Company (the “Ordinary
Shares”), having an aggregate offering price of up to $3,377,250 (the “Shares”).
The offer and sale of the Shares, if any, will be made pursuant to a shelf
registration statement on Form F-3 and the related base prospectus (File No. 333-286961) initially filed by the Company with the Securities
and Exchange Commission (the “SEC”), on May 5, 2025, as amended on May 12, 2025, and declared effective by the SEC on May
14, 2025, and the related prospectus supplement filed by the Company with the SEC on June 27, 2025 (the “ATM Prospectus”).
The Shares may be offered and sold (A) in privately negotiated transactions with the Company's consent, (B) as block transactions; or
(C) by any other method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act,
including sales made directly on the Nasdaq Capital Market, sales made into any other existing trading market in the United States for
the Ordinary Shares, and sales made to or through amarket maker other than on an exchange. The Agent is not required to sell any number
or dollar amount of the Shares but will act as a sales agent and use its commercially reasonable efforts consistent with its normal trading
and sales practices and applicable law and regulations to sell on the Company's behalf all of the Shares requested to be sold by the Company.
The offering of the Shares pursuant to the ATM Agreement and the ATM Prospectus will terminate upon the earlier of (a) the sale of the
Shares pursuant to the ATM Prospectus having an aggregate sales price of $3,337,250, or (b) termination of the ATM Agreement as permitted
therein.
The Company will pay to the Agent a fixed cash commission rate equal
to 3.0% of the gross sales price of any Shares sold under the ATM Agreement and has agreed to provide the Agent with customary
indemnification and contribution rights. The Company will also reimburse the Agent for certain specified expenses in connection with
entering into the ATM Agreement.
The ATM Agreement also contains customary representations and warranties
and conditions to the sale of the Shares pursuant thereto.
The foregoing description of the ATM Agreement is not complete and is
qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as an Exhibit 1.1 to
this Report on Form 6-K and is incorporated herein by reference. A copy of the opinion of Forbes Hare relating to the
legality of the Shares is filed as Exhibit 5.1 to this Report on Form 6-K and incorporated herein by reference.
This Report on Form 6-K shall not constitute an offer to sell or
the solicitation of an offer to buy the Ordinary Shares discussed herein, nor shall there be any offer, solicitation, or sale of securities
in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of any such state.
Exhibits
| 1.1 * |
At The Market Offering Agreement, dated June 27, 2025, between the Rodman & Renshaw LLC and the Company. |
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| 5.1 * |
Opinion of Forbes Hare. |
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|
| 23.1* |
Consent of Forbes Hare (included in Exhibit 5.1) |
_______
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Portage Biotech Inc. |
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(Registrant) |
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|
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| Date: June 27,
2025 |
/s/ Andrea Park |
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Andrea Park |
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Chief
Financial Officer |
