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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 2)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
| Date
of Report (Date of Earliest Event Reported): |
May
15, 2025 |
Protagenic
Therapeutics, Inc.\new
| PROTAGENIC
THERAPEUTICS, INC. |
| (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 |
|
Ticker
symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
PTIX |
|
Nasdaq |
| Common
Stock Warrants |
|
PTIXW |
|
Nasdaq |
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. ☐
Explanatory
Note
As
previously reported, on May 19, 2025, Protagenic Therapeutics, Inc. (the “Company”) filed a Current Report on Form 8-K (the
“Original Form 8-K”) reporting that on May 15, 2025, the Company entered into the Share Exchange Agreement (the “Exchange
Agreement”) with Alterola Biotech Inc., a Nevada corporation (“Alterola”), EMC2 Capital LLC, a Wyoming limited liability
corporation (“EMC2”), the preferred stockholders of Phytanix set forth on Schedule A thereto (the “Preferred Stockholders”)
and Colin Stott, as “Seller’s Representative (as defined therein), pursuant to which the Company acquired 100% of the issued
and outstanding common shares of Phytanix Bio, a Nevada corporation (“Phytanix”) (such transaction, the “Combination”).
Prior to the Combination, Alterola and EMC2 collectively owned 100% of the issued and outstanding shares of the common shares of Phytanix
(the “Shares”), and the Preferred Stockholders collectively owned 100% of the issued and outstanding shares of Series A convertible
preferred shares of Phytanix (the “Preferred Shares”).
On
August 28, 2025, the “Company” filed a Current Report on Form 8-K/A (together with the Original Form 8-K, the “Original
Form 8-K/A”) to include the financial statements and unaudited pro form financial information required by Items 9.01(a) and (b)
of Form 8-K, respectively, which were not included in the Original Form 8-K pursuant to Items 9.01(a)(3) and (b)(2) of Form 8-K.
This
Current Report on Form 8-K/A, amends Item 9.01 of the Original Form 8-K/A to update Exhibit 23.1. No other changes have been made to
the Original Form 8-K/A.
Item
9.01 Financial Statements and Exhibits.
Exhibits.
| Exhibit Number |
|
Description |
| 23.1 |
|
Consent of GreenGrowth CPAs Inc.
|
| 104 |
|
Cover
Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf
by the undersigned hereunto duly authorized.
| |
PROTAGENIC
THERAPEUTICS, INC. |
| |
|
| Date:
September 17, 2025 |
By: |
/s/
Alexander K. Arrow |
| |
Name: |
Alexander
K. Arrow |
| |
Title: |
Chief
Financial Officer |
