Protagenic Therapeutics issues $250K promissory note

Q: How much is Protagenic Therapeutics' PTIX promissory note?

The note's principal is $250,000. It was issued to Patness LLC and bears simple interest at 1.0% per annum, calculated on a 365-day year using actual days elapsed.

PTIX may repay all or part of the note at any time without premium or penalty.

Available on EDGAR 11/06/2026 - 02:15 PM EST Accepted by SEC EDGAR 11/06/2026 - 02:15 PM EST

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

PTIX issued a $250,000 promissory note to Patness LLC on November 4, 2026. It bears simple interest at 1.0% per annum, calculated on a 365-day year using actual days elapsed. Principal, accrued unpaid interest and other amounts are due at the earlier of the closing of an equity capital raise with gross cash proceeds of at least $1,000,000 or 180 days from the note date.

Interest is payable on the Maturity Date, but accrued unpaid interest is forgiven if all amounts are paid in full before the date 365 days after the note date. Patness LLC may accelerate amounts due by written notice following specified payment or covenant defaults; specified bankruptcy or insolvency events make the amounts immediately due. The note was issued in reliance on the Section 4(a)(2) exemption and has not been registered under the Securities Act or applicable state or other jurisdiction securities laws.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Note principal: $250,000 Simple interest rate: 1.0% per annum Interest calculation basis: 365-day year; actual days elapsed +5 more

8 metrics

Note principal $250,000 Promissory note issued November 4, 2026

Simple interest rate 1.0% per annum Interest on the note

Interest calculation basis 365-day year; actual days elapsed Simple interest calculation

Equity raise repayment trigger At least $1,000,000 in gross cash proceeds Repayment is due upon closing of an equity capital raise of any type at this threshold

Outside repayment period 180 days from November 4, 2026 Alternative trigger for amounts due

Interest forgiveness cutoff Before 365 days after November 4, 2026 Accrued unpaid interest is forgiven if all amounts are paid in full before this date

Payment default period Five business days after the date due Unpaid amounts may constitute an event of default

Material covenant cure period Ten business days after written notice Applies to a material covenant breach that remains uncured

Key Terms

promissory note, simple interest, Maturity Date, event of default, +1 more

5 terms

promissory note financial

"issued a promissory note to Patness LLC"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

simple interest financial

"bears simple interest at a rate equal to 1.0% per annum"

Simple interest is a way of calculating interest where payments are based only on the original amount lent or invested, not on interest that accumulates over time. Think of it like getting a fixed tip each period on the initial bill rather than earning interest on the tip itself; it keeps returns predictable and makes it easy for investors and borrowers to compare total interest cost or income over a set term.

Maturity Date financial

"the date that is 180 days from the date of the Note"

The maturity date is the specific day when a loan, bond, or investment reaches its full term and the borrower must repay the borrowed amount in full. It is important for investors because it indicates when they will receive their initial money back and can plan their future financial steps accordingly. Think of it as the due date for a loan or the day a gift card or coupon expires.

event of default financial

"customary events of default, including"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

Section 4(a)(2) regulatory

"exemption from registration provided by Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is Protagenic Therapeutics' PTIX promissory note?

The note's principal is $250,000. It was issued to Patness LLC and bears simple interest at 1.0% per annum, calculated on a 365-day year using actual days elapsed.

When is the PTIX note due?

Principal, accrued unpaid interest and other amounts are due at the earlier of the closing of an equity capital raise with gross cash proceeds of at least $1,000,000 or 180 days from November 4, 2026.

Can PTIX repay the Patness LLC note early?

PTIX may prepay the note in whole or in part at any time without premium or penalty. A partial prepayment applies first to reasonable out-of-pocket fees and expenses then due, next to accrued unpaid interest, and then to outstanding principal.

What happens if PTIX defaults on the note?

A payment default occurs if an amount remains unpaid for five business days after its due date; a material covenant breach is a default if it remains uncured for ten business days after written notice. Patness LLC may accelerate amounts by written notice for those defaults, while specified bankruptcy or insolvency events make them immediately due.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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):

November 4, 2026

PROTAGENIC THERAPEUTICS, INC.

Protagenic Therapeutics, Inc.\new

(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, par value $0.0001	PTIX	OTCQB
Common Stock Purchase Warrant	PTIXW	OTCQB

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.

On November 4, 2026, Protagenic Therapeutics, Inc. (the “Company” or the “Borrower”) issued a promissory note (the “Note”) to Patness LLC (the “Lender”), pursuant to which the Borrower agreed to pay to the order of the Lender the principal sum of $250,000 (the “Principal”). The Note bears simple interest at a rate equal to 1.0% per annum, calculated on the basis of a 365-day year and the actual number of days elapsed, and payable on the Maturity Date (as defined below). The unpaid Principal, together with all accrued but unpaid interest (if any) and all other amounts payable under the Note (collectively, the “Obligations”), is due and payable upon the earliest to occur of (i) the closing of any equity capital raise of any type by the Borrower for gross cash proceeds of at least $1,000,000, and (ii) the date that is 180 days from the date of the Note (the “Maturity Date”); provided, that if all Obligations are paid in full prior to the date that is 365 days after the date of the Note, all accrued but unpaid interest shall be forgiven and no interest shall be due or payable.

The Note contains customary events of default, including (i) the Borrower’s failure to pay any amount due under the Note within five business days after the date due, (ii) the Borrower’s breach of any other material covenant in the Note that remains uncured for ten business days after written notice from the Lender, and (iii) certain bankruptcy and insolvency events. Upon the occurrence and during the continuance of an event of default described in clause (i) or (ii), the Lender may, by written notice to the Borrower, declare all Obligations immediately due and payable. Upon the occurrence of an event of default described in clause (iii), all Obligations shall automatically and immediately become due and payable without any action by the Lender. If the Note is placed in the hands of an attorney for collection following an event of default, the Borrower shall pay the Lender’s reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred in enforcing the Note. The Borrower may prepay the Note, in whole or in part, at any time and from time to time without premium or penalty. Any partial prepayment made under the Note is applied first to reasonable out-of-pocket fees and expenses then due thereunder (if any), next to accrued but unpaid interest (if any), and then to outstanding Principal.

A copy of the Note is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Note is subject to, and qualified in its entirety by, the Note, which is incorporated herein by reference.

The Note was issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as a transaction by an issuer not involving a public offering. The Note has not been registered under the Securities Act or any state or other applicable jurisdiction’s securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdiction’s securities laws.

This current report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 in its entirety.

Item 9.01. Financial Statements and Exhibits

The following are filed as part of this Form 8-K:

(d) Exhibits

Exhibit				Filed or Furnished
Number	Exhibit Description	Form	Exhibit	Filing Date	Herewith
10.1	Promissory Note, dated November 4, 2026 issued by Protagenic Therapeutics, Inc. to Patness LLC				X
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)				X

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: November 6, 2026	By:	/s/ Bill Nichols
	Name:	Bill Nichols
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EX-10.1 40.5 KB