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Protagenic Therapeutics (PTIX) filed a Verified Complaint in the Delaware Court of Chancery on October 28, 2025. The filing seeks rescission of the Share Exchange Agreement dated May 15, 2025 under which PTIX acquired Phytanix Bio, Inc., or, alternatively, damages and an order compelling delivery of audited financial statements required by that agreement.
The publicly filed version of the complaint is included as Exhibit 99.1. This action centers on the terms and deliverables tied to the Phytanix transaction.
Protagenic Therapeutics (PTIX) launched an at‑the‑market offering of up to $1,750,000 in common stock under its existing sales agreement with B. Riley Securities. Shares may be sold from time to time on Nasdaq as defined by Rule 415, with the Sales Agent acting as agent or principal and earning a 3.0% commission on gross proceeds. There is no escrow arrangement.
The company indicates public float of approximately $7,911,378 based on 1,927,898 non‑affiliate shares at $4.51 as of August 25, 2025, and notes it has sold $850,715 of securities in the prior 12 months under S‑3 Instruction I.B.6, which caps sales at one‑third of public float while it remains below $75 million. Net proceeds are intended primarily to acquire potential royalty and milestone revenue streams, and for working capital and general corporate purposes.
For illustration, if 585,284 shares were sold at $2.99, the company estimates immediate dilution of $3.915 per share to new investors.
Protagenic Therapeutics (PTIX): Barrett Evans filed a Form 3 initial statement of beneficial ownership effective 05/15/2025. He is identified as a Director, 10% Owner, and ex CEO.
- Common Stock: 16,233 shares, indirect via EMC2 Capital LLC.
- Preferred Series C: 787 shares, indirect via EMC2 Capital LLC.
- Preferred Series C‑1: 131,034 shares, indirect via EMC2 Capital LLC.
- Preferred Series D: 1,000 shares direct; 4,498 shares indirect via EMC2 Capital LLC; 1,000 shares indirect via Mammoth Crest Capital LLC.
The filing notes Mr. Evans was the CEO and is a Director of PTIX.
Protagenic Therapeutics, Inc. filed an amended current report to update a consent exhibit connected to its earlier acquisition of Phytanix Bio. The company previously completed a share exchange in which it acquired 100% of the common and preferred shares of Phytanix, bringing that Nevada corporation under its control.
This latest amendment revises Item 9.01 solely to update Exhibit 23.1, the consent of GreenGrowth CPAs Inc. No other parts of the prior amended report, including the historical and unaudited pro forma financial statements for the combination with Phytanix, are changed.