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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): October 28, 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
8.01. Other Events.
Delaware
Chancery Court Filing.
On
October 28, 2025, Protagenic Therapeutics, Inc. (the “Company”) filed a Verified Complaint in the Court of Chancery of the
State of Delaware seeking rescission of the Share Exchange Agreement dated May 15, 2025 by which the Company acquired Phytanix Bio, Inc.
(“Phytanix”) or, in the alternative, damages and an order compelling delivery of audited financial statements as required
by that agreement.
A
copy of the publicly filed version of the Verified Complaint is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference. The summary above is qualified in its entirety by reference to the full text of the Verified Complaint.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
| 99.1 |
|
Verified
Complaint. |
| 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:
October 31, 2025 |
By: |
/s/
Alexander K. Arrow |
| |
Name: |
Alexander
K. Arrow |
| |
Title: |
Chief
Financial Officer |
