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Blueprint Medicines Corp. (BPMC) has filed a Form 4 disclosing that Chief Scientific Officer Percy H. Carter sold 1,051 common shares on 07/03/2025 at an average price of $128.25 per share. The transaction was an automatic “sell-to-cover” to satisfy tax-withholding obligations arising from restricted stock unit vesting and was not a discretionary trade. After the sale, Carter’s direct ownership stands at 53,155 shares.
Protagenic Therapeutics, Inc. (PTIX) filed an 8-K (Item 3.03) announcing a rights distribution designed to preserve pre-transaction ownership percentages following the Company’s previously announced share-exchange transaction with Alterola Biotech Inc. and the acquisition of 100% of Phytanix Bio.
Key mechanics: each stockholder of record on July 7 2025 will receive one Right per existing common share. Every Right allows the holder to purchase 4.57 common shares at an exercise price of $0.01 per share (collectively, the “Right Shares”). The Rights will initially trade together with PTIX common stock and will not be evidenced by separate certificates until they become exercisable.
Conditions: the Rights cannot be exercised until stockholders approve (i) the Alterola/Phytanix share-exchange transactions (“Proposed Transactions”) and (ii) the issuance of the Right Shares. Upon approval, the Rights become exercisable for a period—set by management or as detailed in the forthcoming Rights Agreement with Equiniti Trust Company, LLC—but not longer than six months. Prior to stockholder approval, the Board may freely amend the Rights Agreement; afterward, amendments are limited to non-adverse or corrective changes.
Purpose and implications: the distribution is intended to counteract dilution resulting from the Proposed Transactions, thereby aligning legacy PTIX holders’ fully diluted ownership with that of the incoming counterparties. The ultra-low $0.01 exercise price effectively subsidizes existing investors but simultaneously signals potential dilution of up to 457% relative to current share count if fully exercised. Investor focus will likely center on (1) gaining clarity regarding the final Rights Agreement terms, (2) the timing and outcome of the upcoming stockholder meeting, and (3) the ultimate size and valuation impact of the share issuance tied to the Phytanix acquisition.