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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 20, 2025
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 |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| |
|
|
|
|
| Protagenic
Therapeutics, Inc. Common Stock |
|
PTIX |
|
Nasdaq |
| Protagenic
Therapeutics, Inc. Common Stock Warrants |
|
PTIXW |
|
Nasdaq |
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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
November 20, 2025, Protagenic Therapeutics, Inc. (the
“Company”) received a notification letter (the “Notice”)
from the Nasdaq Listing Qualifications Staff (the
“Staff”) indicating
that the Company is not in compliance with Nasdaq
Listing Rule 5550(b)(1) (minimum stockholders’
equity of $2,500,000) and Nasdaq Listing Rule 5250(c)(1) (timely filing of periodic reports).
As
reported in the Company’s Transition Report on
Form 10-QT for the period ended June
30, 2025, the Company’s stockholders’ equity no longer satisfies the minimum requirement
of Rule 5550(b)(1). The Staff also cited the Company’s delated filing of its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2025 as a separate basis for non-compliance under Rule 5250(c)(1). The Company is completing final steps for the Form 10-Q
and expects to file it imminently.
Because
the Company had only recently regained compliance and remains subject to a mandatory one-year panel monitoring period under Nasdaq
Listing Rule 5815(d)(4)(B), the
Staff issued a determination to delist the Company’s
securities from The Nasdaq Capital Market.
The
Company intends to
timely request a hearing before a Nasdaq
Hearings Panel (the “Panel”) to
appeal the Staff’s determination.
| ● | A
timely hearing
request will automatically
stay any suspension
of the Company’s securities for 15 calendar days |
| ● | The
Company will
also request that the Panel a
stay any suspension,
pending the outcome of the
hearing. |
| ● | During
the automatic stay—and, if granted, during any extended stay—the Company’s
common stock will continue to trade on The Nasdaq Capital Market. |
There can be
no assurance that the Panel will grant the Company’s request for an extended stay or that the Company will regain compliance with
Nasdaq’s continued listing standards.
Item
7.01. Regulation FD Disclosure.
On
November 26, 2025,
the Company issued a press release announcing receipt
of the Notice and its intention to request a hearing. A
copy of the press release is furnished as Exhibit 99.1 to this Current Report.
The
information under Item
7.01 of this Current Report, including Exhibit
99.1, is being furnished and shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into
any filing under the Securities Act of 1933, as amended, or
the Exchange Act.
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 expected filing of its Quarterly Report
on Form 10-Q, the Company’s planned appeal before the Panel, and the continued listing of the Company’s securities pending
the appeal. 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Press
Release, dated November 26, 2025, furnished
herewith. |
| 104 |
|
Cover
Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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 26, 2025 |
By: |
/s/
Alexander K. Arrow |
| |
Name: |
Alexander
K. Arrow |
| |
Title: |
Chief
Financial Officer |
