| UNITED
STATES |
OMB
APPROVAL |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549 |
OMB
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| FORM 12b-25 |
SEC
FILE NUMBER
001-12555 |
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|
| NOTIFICATION OF LATE FILING |
CUSIP
NUMBER |
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|
| (Check
one): |
☒ Form 10-K |
☐ Form 20-F |
☐ Form
11-K |
|
| |
☐ Form 10-Q |
☐ Form 10-D |
☐
Form N-CEN |
☐
Form N-CSR |
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|
|
|
|
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For Period Ended: |
March 31, 2026
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|
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☐ |
Transition
Report on Form 10-K |
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☐ |
Transition
Report on Form 20-F |
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☐ |
Transition
Report on Form 11-K |
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☐ |
Transition
Report on Form 10-Q |
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|
|
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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 |
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(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., |
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|
|
Principal
Executive Officer and |
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|
|
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.
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ATTENTION |
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|
| Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
