Protagenic Therapeutics (NASDAQ: PTIX) delays 10-K; expects filing within 15 days

Rhea-AI Filing Summary

Protagenic Therapeutics, Inc. notified the SEC that it cannot timely file its Annual Report on Form 10-K for the period ended March 31, 2026 and expects to file within the fifteen-calendar-day extension permitted under Rule 12b-25. The company says additional time is needed to complete the audit after a business combination that requires complex accounting judgments and related financial reporting.

Management and the independent registered public accounting firm require extra time to finalize audit procedures and disclosures. The notification was signed by Garo H. Armen, PhD on June 30, 2026.

Key Figures

Period ended: March 31, 2026 Extension period: fifteen-calendar-day extension Signature date: June 30, 2026 +2 more

5 metrics

Period ended March 31, 2026 subject report period

Extension period fifteen-calendar-day extension permitted under Rule 12b-25

Signature date June 30, 2026 date Form 12b-25 signed by CEO/CFO

Registrant address ZIP 10010 New York, New York address

Contact phone 212-994-8200 contact number listed for registrant

Key Terms

Rule 12b-25, Annual Report on Form 10-K, forward-looking statements

3 terms

Rule 12b-25 regulatory

"expects to file its Annual Report on Form 10-K within the fifteen-calendar-day extension permitted under Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Annual Report on Form 10-K regulatory

"has been unable to complete its Annual Report on Form 10-K within the prescribed time period"

An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.

forward-looking statements financial

"This Notification of Late Filing on Form 12b-25 contains forward-looking statements within the meaning of the federal securities laws"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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FAQ

Why did PTIX file a Form 12b-25 for the period ended March 31, 2026?

Because additional time is needed to complete the audit and related disclosures. Management cites a business combination that raises complex accounting and reporting issues, and both management and the independent auditors require more time to complete evaluations before finalizing the Form 10-K.

When does Protagenic expect to file its Annual Report on Form 10-K?

The company expects to file within the fifteen-calendar-day extension under Rule 12b-25. The notification states the registrant will use the extension period permitted by Rule 12b-25 to complete audit procedures and finalize related disclosures.

Who signed the Form 12b-25 for PTIX and when was it signed?

The Form 12b-25 was signed by Garo H. Armen, PhD, Principal Executive Officer and Principal Financial Officer, on June 30, 2026. The signature affirms the company submitted the late-filing notification under applicable SEC rules.

Does the Form 12b-25 say the company missed other periodic reports?

No. The notification includes the checkbox response regarding other periodic reports and does not identify additional missing filings. The form asks whether other reports were delinquent and whether material changes in results are expected; the relevant checkboxes are included in the filing.

UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB Number: 3235-0058 Expires: September 30, 2028 Estimated average burden
	hours per response ... 2.50
FORM 12b-25	SEC FILE NUMBER 001-12555
NOTIFICATION OF LATE FILING	CUSIP NUMBER

(Check one):	☒ Form 10-K	☐ Form 20-F	☐ Form 11-K
	☐ Form 10-Q	☐ Form 10-D	☐ Form N-CEN	☐ Form N-CSR
	For Period Ended:	March 31, 2026

	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form 10-Q
	For the Transition Period Ended: _____________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Protagenic Therapeutics, Inc.

Full Name of Registrant

N/A

Former Name if Applicable

149 Fifth Avenue

Address of Principal Executive Office (Street and Number)

New York, New York 10010

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

(Attach extra Sheets if Needed)

The Company has been unable to complete its Annual Report on Form 10-K within the prescribed time period without unreasonable effort or expense because additional time is required to complete the audit of its consolidated financial statements and related disclosures.

During the fiscal year, the Company entered into a business combination transaction requiring the application of complex accounting guidance, accounting, and related financial reporting considerations. Management and the Company’s independent registered public accounting firm require additional time to complete their evaluation of these matters, finalize the Company’s financial statements, complete required audit procedures, and complete the review of the related disclosures.

The Company currently expects to file its Annual Report on Form 10-K within the fifteen-calendar-day extension period permitted under Rule 12b-25.

Forward-Looking Statements

This Notification of Late Filing on Form 12b-25 contains forward-looking statements within the meaning of the federal securities laws, including, without limitation, statements regarding the Company’s expectation that it will complete its audit and file its Annual Report on Form 10-K within the extension period prescribed by Rule 12b-25 under the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties, and assumptions that could cause actual results or the timing of events to differ materially from those expressed or implied by such statements.

Factors that could cause actual results to differ materially include, among others, the time required to complete remaining audit procedures, the resolution of complex accounting and financial reporting matters, the completion of management’s financial reporting processes, the completion of the independent registered public accounting firm’s audit procedures, and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission.

Forward-looking statements speak only as of the date of this Notification. Except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Garo H. Armen, PhD, Principal Executive Officer and Principal Financial Officer		212		994-8200
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Protagenic Therapeutics, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	June 30, 2026		By:	/s/ Garo H. Armen, PhD.,
				Principal Executive Officer and
				Principal Financial Officer

INSTRUCTION: The Form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the Form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the Form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).