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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 3, 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 |
|
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
February 3, 2026, the Board of Directors (the “Board”) of Protagenic Therapeutics, Inc. (the “Company”) appointed
William (Bill) Nichols, Jr., age 51, as President of the Company.
During
the past five years, Mr. Nichols has held senior commercial leadership roles at bluebird bio, a biotechnology company, and previously
held senior commercial leadership roles at Dova Pharmaceuticals (now Sobi) and Bristol-Myers Squibb, each a biopharmaceutical company.
Under
the terms of his employment agreement, Mr. Nichols will receive an annual base salary of $350,000 and will be eligible for an annual
target bonus equal to 40% of his base salary. The employment agreement also contemplates an option grant equal to approximately 1.0%
of the Company’s fully diluted share count.
There
are no arrangements or understandings between Mr. Nichols and any other person pursuant to which he was selected as an officer, there
are no family relationships between Mr. Nichols and any of the Company’s directors or executive officers, and there are no transactions
involving Mr. Nichols requiring disclosure under Item 404(a) of Regulation S-K.
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:
March 2, 2026 |
By: |
/s/
Alexander K. Arrow |
| |
Name: |
Alexander
K. Arrow |
| |
Title: |
Chief
Financial Officer |
