Protagenic Therapeutics, Inc.\new SEC Filings

Protagenic Therapeutics, Inc. reported a leadership change in its finance function. On March 31, 2026, the Board of Directors notified Chief Financial Officer Alexander Arrow, MD that his employment with the company will be terminated, effective April 30, 2026. This change affects the company’s senior management team but the filing does not describe any replacement plan or additional terms.

Protagenic Therapeutics, Inc. (PTIX) reported a sharp swing to quarterly net income of $2.21M for the three months ended December 31, 2025, driven mainly by a non‑cash gain of $3.11M from the change in fair value of derivative liabilities. Core operations remained loss‑making, with an operating loss of $0.93M in the quarter and $4.38M for the nine‑month period.

Total assets rose to $4.43M at December 31, 2025, primarily from acquiring Phytanix Bio’s in‑process R&D and assembled workforce recorded as intangible assets of $2.09M. Liabilities increased to $6.82M, leaving a stockholders’ deficit of $2.39M despite new equity, warrant exercises and non‑cash gains.

Cash used in operations was $3.07M over nine months, offset by $0.94M of net cash from the Phytanix Bio acquisition and $4.41M from financing activities, including $3.95M from warrant exercises and $0.40M from common stock sales, ending with cash of $2.21M.

The company disclosed a working capital deficit of $4.52M and an accumulated deficit of $9.11M as of December 31, 2025, and stated that recurring losses and expected funding needs within 12 months raise substantial doubt about its ability to continue as a going concern. Management highlighted a restructuring plan approved on August 8, 2025 to move to a virtual model and focus on priority clinical programs, targeting about $8M in annualized operating expense reductions. The report also details a reverse merger with Phytanix Bio completed in May 2025, recorded as a reverse acquisition, and notes that an agreement to rescind and unwind this merger was reached on February 17, 2026.

Protagenic Therapeutics, Inc. has appointed William (Bill) Nichols, Jr., age 51, as President effective February 3, 2026. He brings senior commercial leadership experience from bluebird bio, Dova Pharmaceuticals (now Sobi), and Bristol-Myers Squibb, all in the biotechnology and biopharmaceutical space.

Under his employment agreement, Mr. Nichols will receive a base salary of $350,000 and is eligible for an annual target bonus equal to 40% of his base salary. The agreement also provides for a stock option grant equal to approximately 1.0% of the company’s fully diluted share count. The company states there are no special arrangements or family relationships related to his selection and no related-party transactions requiring disclosure.

Protagenic Therapeutics, Inc. entered a Settlement Agreement and an Unwind, Termination and Share Exchange Agreement on February 17, 2026 to fully unwind its prior acquisition of Phytanix Bio. The earlier Share Exchange Agreement is terminated and related Delaware litigation will be dismissed with prejudice.

Former Phytanix stockholders returned all Protagenic common and preferred shares issued in the original deal, and Protagenic transferred back 100% of Phytanix Bio’s shares, giving the former owners full control again. Protagenic will pay $300,000 at closing plus $10,000 after receiving specified financial information, and the parties exchanged mutual releases and indemnification protections.

Protagenic Therapeutics, Inc. filed a Form 12b-25 notifying the SEC it cannot timely file its Quarterly Report on Form 10-Q for the period ended December 31, 2025. The company states it does not expect to file within the five-calendar-day extension under Rule 12b-25. The notice is signed by Alexander K. Arrow, Chief Financial Officer, on February 18, 2026.

Protagenic Therapeutics, Inc. is having its common stock and warrants removed from listing and registration on the Nasdaq Stock Market LLC. Nasdaq filed a Form 25 under Section 12(b) of the Securities Exchange Act of 1934, certifying that it has followed its own rules and the SEC’s requirements to strike these securities from listing and withdraw their registration on the exchange. The filing lists Protagenic’s principal executive offices in New York and identifies the affected securities as its common stock and warrants.

Protagenic Therapeutics, Inc. reported that Nasdaq has notified the company it is not in compliance with two continued listing requirements and that the Nasdaq staff has determined to delist its securities from The Nasdaq Capital Market. The notice cites stockholders’ equity below the $2,500,000 minimum under Listing Rule 5550(b)(1) and the delayed filing of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 under Listing Rule 5250(c)(1).

The company plans to request a hearing before a Nasdaq Hearings Panel and seek a stay of any suspension. A timely hearing request automatically stays suspension for 15 calendar days, and during this automatic stay, and any extended stay if granted, PTIX common stock is expected to continue trading on The Nasdaq Capital Market. The company cautions there is no assurance it will obtain an extended stay or regain compliance.

Protagenic Therapeutics (PTIX) filed a Form 12b-25, notifying a late filing of its Form 10-Q for the period ended September 30, 2025. The company states the report could not be completed without unreasonable effort or expense and expects to file within the five-day extension permitted by Rule 12b-25.

The notice is signed by CFO Alexander K. Arrow, MD, and lists a company contact for inquiries.

Protagenic Therapeutics (PTIX) reported a board change: director Jennifer Chao resigned, effective November 3, 2025. The company stated there were no disagreements between Ms. Chao and the company. This is a routine governance update disclosed under a change in directors or certain officers.