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Protagenic Therapeutics (PTIX) fully unwinds Phytanix Bio deal and settles litigation

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8-K

Rhea-AI Filing Summary

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.

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Insights

Protagenic is fully reversing its Phytanix Bio acquisition and settling related litigation.

Protagenic Therapeutics, Inc. is voiding its prior purchase of Phytanix Bio by terminating the original Share Exchange Agreement and returning Phytanix’s shares to the former owners. In exchange, all Protagenic stock issued in that deal is forfeited and cancelled.

The company will pay $300,000 at closing plus $10,000 upon receipt of specified financial information, while gaining mutual releases and indemnities linked to the unwound transaction. This eliminates ongoing litigation in the Delaware Court of Chancery, but also removes Phytanix Bio from Protagenic’s asset base, so the overall effect depends on Phytanix’s prior strategic role and performance.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
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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 17, 2026

 

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   Trading Symbol(s)   Name of each exchange on which registered
         
Protagenic Therapeutics, Inc. Common Stock   PTIX   OTC Markets
Protagenic Therapeutics, Inc. Common Stock Warrants   PTIXW   OTC Markets

 

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 1.01 Entry into a Material Definitive Agreement

 

Settlement Agreement

 

On February 17, 2026, Protagenic Therapeutics, Inc. (“PTIX” or the “Company”) entered into a Settlement Agreement (the “Settlement Agreement”) with Alterola Biotech Inc., EMC2 Capital LLC, and the former stockholders of Phytanix Bio (collectively, the “Former Phytanix Stockholders”), in connection with the litigation styled Protagenic Therapeutics, Inc. v. Alterola Biotech Inc., et al., Case No. 2025-1238-KMM, pending in the Court of Chancery of the State of Delaware (the “Litigation”).

 

The Settlement Agreement provides for, among other things, the dismissal of the Litigation and the execution of an agreement to terminate, and unwind the transactions contemplated by, the Share Exchange Agreement dated May 15, 2025 (the “SEA”). Pursuant to the SEA, PTIX had previously acquired 100% of the outstanding capital stock of Phytanix Bio, which transaction was disclosed in PTIX’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on May 19, 2025 and August 28, 2025.

 

Unwind, Termination and Share Exchange Agreement

 

On February 17, 2026, PTIX entered into an Unwind, Termination and Share Exchange Agreement (the “Unwind Agreement”) with Phytanix Bio, Alterola Biotech Inc., EMC2 Capital LLC, the Former Phytanix Stockholders, and Colin Stott, as Sellers’ Representative (as defined therein). PTIX, Phytanix Bio, Alterola Biotech Inc., EMC2 Capital LLC, the Former Phytanix Stockholders and Sellers’ Representative are collectively referred to herein as the “Parties”. The closing of the unwind transactions (the “Closing”) occurred simultaneously with the execution of the Unwind Agreement on February 17, 2026.

 

Pursuant to the Unwind Agreement:

 

●The SEA was terminated.
●The Parties agreed to unwind the transactions contemplated by the SEA.
●The Former Phytanix Stockholders forfeited and returned to PTIX all shares of PTIX common stock and preferred stock that had been issued to them as closing consideration under the SEA.
●PTIX transferred back to the Former Phytanix Stockholders 100% of the outstanding capital stock of Phytanix Bio.
●Upon Closing, the Former Phytanix Stockholders re-acquired full ownership of Phytanix Bio, and PTIX relinquished all ownership and related rights in Phytanix Bio.
●Phytanix Bio will continue to own its pre-merger assets and retain its liabilities as reflected on its balance sheet as of the date of the Unwind Agreement.
●PTIX agreed to pay Phytanix Bio $300,000 at Closing and an additional $10,000 following receipt of specified financial information, in accordance with the terms of the Unwind Agreement.

 

The Unwind Agreement also includes:

 

●Mutual releases between PTIX and the Former Phytanix Stockholders.
●Termination of related agreements between the Parties.
●Acknowledgement of resignations of Former Phytanix Stockholders and their affiliates from any positions with PTIX.
●Mutual releases between the Parties.
●Indemnification provisions in favor of PTIX relating to liabilities associated with the SEA and Phytanix Bio.Indemnification provisions in favor of Phytanix Bio for any third party claims relating to any action taken by, or on behalf of, Phytanix Bio outside the ordinary course of business during the period between the closing of the transactions under the SEA and the closing of the transactions under the Unwind Agreement that are not otherwise reflected on the balance sheet of Phytanix Bio as of the date of the Unwind Agreement.

 

The foregoing descriptions of the Settlement Agreement and the Unwind Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Settlement Agreement and the Unwind Agreement, copies of which are filed as exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

 
 

 

Item 1.02 Termination of a Material Definitive Agreement

 

As described above, upon the Closing of the Unwind Agreement on February 17, 2026, the SEA dated May 15, 2025 was terminated and is of no further force or effect.

 

Item 2.01 Completion of Acquisition or Disposition of Assets

 

On February 17, 2026, pursuant to the Unwind Agreement, PTIX disposed of its ownership interest in Phytanix Bio and returned 100% of the issued and outstanding shares of Phytanix Bio to the Former Phytanix Stockholders. In exchange, PTIX received for cancellation all shares of PTIX common stock and preferred stock previously issued as consideration under the SEA.

 

Item 3.02 Unregistered Sales of Equity Securities

 

The return and cancellation of shares of PTIX common stock issued pursuant to the SEA were effected pursuant to the Unwind Agreement and did not involve the issuance of new securities.

 

Item 8.01 Other Events

 

The Settlement Agreement resolves all claims asserted in the Litigation and provides for dismissal of the action with prejudice.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit 10.1 – Settlement Agreement, dated February 13, 2026
Exhibit 10.2 – Unwind, Termination and Share Exchange Agreement, dated February 17, 2026

Exhibit 104 – Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Forward-looking statements can be identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential,” “promise” or similar references to future periods. Examples of forward-looking statements in this current report include, without limitation, statements regarding the Company’s available options to resolve the deficiency and regain compliance with Nasdaq listing rules. Forward-looking statements are statements that are not historical facts nor assurances of future performance. Instead, they are based on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans, strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks and uncertainties, and actual results may differ materially from those set forth in the forward-looking statements. Important factors that could cause actual results to differ include, without limitation, that there can be no assurance that the Company will file the Form 10-Q, that there can be no assurance that the Company will otherwise meet Nasdaq compliance standards, that there can be no assurance that Nasdaq will grant the Company any relief from delisting as necessary or whether the Company can agree to or ultimately meet applicable Nasdaq requirements for any such relief, and the other important factors described under the caption “Risk Factors” in the Company’s filings with the SEC. Any forward-looking statement made by the Company in this current report is based only on information currently available and speaks only as of the date on which it is made. Except as required by applicable law, the Company expressly disclaims any obligation to publicly update any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 

 
 

 

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 hereunto duly authorized.

 

  PROTAGENIC THERAPEUTICS, INC.
     
Date: February 23, 2026 By: /s/ Alexander K. Arrow
  Name: Alexander K. Arrow
  Title: Chief Financial Officer

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Protagenic Therapeutics (PTIX) announce regarding Phytanix Bio?

Protagenic Therapeutics agreed to unwind its earlier acquisition of Phytanix Bio. The Share Exchange Agreement was terminated, Phytanix shares were returned to former owners, and all Protagenic shares issued in that deal were forfeited and cancelled under a new Unwind Agreement.

How much is Protagenic Therapeutics paying in the Phytanix Bio unwind?

Protagenic will pay $300,000 at the closing of the unwind transaction and an additional $10,000 after it receives specified financial information. These payments are part of the Unwind, Termination and Share Exchange Agreement executed on February 17, 2026.

What happens to the Delaware litigation involving Protagenic and Alterola Biotech?

The Settlement Agreement resolves all claims in the Delaware Court of Chancery case involving Protagenic and Alterola Biotech. It provides for dismissal of the litigation with prejudice, meaning the claims cannot be refiled, in connection with unwinding the Phytanix Bio share exchange.

Did Protagenic Therapeutics issue any new shares in this 8-K transaction?

No new shares were issued as part of this transaction. Instead, shares of Protagenic common stock originally issued under the prior Share Exchange Agreement were returned and cancelled under the Unwind Agreement, so the change relates to cancellation rather than new equity issuance.

What happens to Phytanix Bio’s assets and liabilities after the unwind?

Phytanix Bio remains with its former stockholders and continues to own its pre-merger assets. It also retains its liabilities as reflected on its balance sheet as of the date of the Unwind Agreement, while Protagenic relinquishes all ownership and related rights in Phytanix Bio.

What other key terms are included in Protagenic’s Unwind Agreement?

The Unwind Agreement includes mutual releases between Protagenic and the former Phytanix stockholders, termination of related agreements, acknowledgment of resignations from roles at Protagenic, and reciprocal indemnification provisions addressing liabilities tied to the original share exchange and subsequent Phytanix Bio activities.

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